ADVANCED MICRO DEVICES INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Advanced Micro Devices, Inc. Consolidated Statements of Operations Year Ended December 26, 2020 December 28, 2019 December 29, 2018 (In millions, except per share amounts) Net revenue $ 9,763 $ 6,731 $ 6,475 Cost of sales 5,416 3,863 4,028 Gross profit 4,347 2,868 2,447 Research and development 1,983 1,547 1,434 Marketing, general and administrative 995 750 562 Licensing gain — ( 60 ) — Operating income 1,369 631 451 Interest expense ( 47 ) ( 94 ) ( 121 ) Other expense, net ( 47 ) ( 165 ) — Income before income taxes and equity income (loss) 1,275 372 330 Income tax provision (benefit) ( 1,210 ) 31 ( 9 ) Equity income (loss) in investee 5 — ( 2 ) Net income $ 2,490 $ 341 $ 337 Earnings per share Basic $ 2.10 $ 0.31 $ 0.34 Diluted $ 2.06 $ 0.30 $ 0.32 Shares used in per share calculation Basic 1,184 1,091 982 Diluted 1,207 1,120 1,064 See accompanying notes to consolidated financial statements. 49 Advanced Micro Devices, Inc. Consolidated Statements of Comprehensive Income Year Ended December 26, 2020 December 28, 2019 December 29, 2018 (In millions) Net income $ 2,490 $ 341 $ 337 Other comprehensive income (loss) Net change in unrealized gains (losses) on cash flow hedges 17 8 ( 14 ) Cumulative-effect adjustment to accumulated deficit related to the adoption of ASU 2016-01, Financial Instruments — — 2 Total comprehensive income $ 2,507 $ 349 $ 325 See accompanying notes to consolidated financial statements. 50 Advanced Micro Devices, Inc. Consolidated Balance Sheets December 26, 2020 December 28, 2019 (In millions, except par value amounts) ASSETS Current assets: Cash and cash equivalents $ 1,595 $ 1,466 Short-term investments 695 37 Accounts receivable, net 2,066 1,859 Inventories 1,399 982 Receivables from related parties 10 20 Prepaid expenses and other current assets 378 233 Total current assets 6,143 4,597 Property and equipment, net 641 500 Operating lease right-of-use assets 208 205 Goodwill 289 289 Investment: equity method 63 58 Deferred tax assets 1,245 22 Other non-current assets 373 357 Total assets $ 8,962 $ 6,028 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 468 $ 988 Payables to related parties 78 213 Accrued liabilities 1,796 1,084 Other current liabilities 75 74 Total current liabilities 2,417 2,359 Long-term debt, net 330 486 Long-term operating lease liabilities 201 199 Other long-term liabilities 177 157 Commitments and Contingencies (see Notes 16 and 17) Stockholders’ equity: Capital stock: Common stock, par value $ 0.01 ; shares authorized: 2,250 ; shares issued: 1,217 and 1,175 ; shares outstanding: 1,211 and 1,170 12 12 Additional paid-in capital 10,544 9,963 Treasury stock, at cost (shares held: 6 and 5 ) ( 131 ) ( 53 ) Accumulated deficit ( 4,605 ) ( 7,095 ) Accumulated other comprehensive income 17 — Total stockholders’ equity 5,837 2,827 Total liabilities and stockholders’ equity $ 8,962 $ 6,028 See accompanying notes to consolidated financial statements. 51 Advanced Micro Devices, Inc. Consolidated Statements of Stockholders’ Equity Year Ended December 26, 2020 December 28, 2019 December 29, 2018 (In millions) Capital stock Common stock Balance, beginning of period $ 12 $ 10 $ 9 Common stock issued under employee equity plans — — 1 Issuance of common stock upon warrant exercise — 1 — Issuance of common stock to settle convertible debt — 1 — Balance, end of period $ 12 $ 12 $ 10 Additional paid-in capital Balance, beginning of period $ 9,963 $ 8,750 $ 8,464 Common stock issued under employee equity plans 85 74 71 Stock-based compensation 274 197 137 Issuance of common stock upon warrant exercise — 448 — Issuance of common stock to settle convertible debt 217 485 — Issuance of treasury stock to partially settle debt — 4 78 Issuance of warrants 5 5 — Balance, end of period $ 10,544 $ 9,963 $ 8,750 Treasury stock Balance, beginning of period $ ( 53 ) $ ( 50 ) $ ( 108 ) Common stock repurchases for tax withholding on employee equity plans ( 78 ) ( 6 ) ( 6 ) Issuance of treasury stock to partially settle debt — 3 64 Balance, end of period $ ( 131 ) $ ( 53 ) $ ( 50 ) Accumulated deficit Balance, beginning of period $ ( 7,095 ) $ ( 7,436 ) $ ( 7,775 ) Net income 2,490 341 337 Cumulative effect adjustment to accumulated deficit related to the adoption of ASU 2016-01, Financial Instruments — — 2 Balance, end of period $ ( 4,605 ) $ ( 7,095 ) $ ( 7,436 ) Accumulated other comprehensive income (loss) Balance, beginning of period $ — $ ( 8 ) $ 6 Other comprehensive income (loss) 17 8 ( 14 ) Balance, end of period $ 17 $ — $ ( 8 ) Total stockholders' equity $ 5,837 $ 2,827 $ 1,266 See accompanying notes to consolidated financial statements. 52 Advanced Micro Devices, Inc. Consolidated Statements of Cash Flows Year Ended December 26, 2020 December 28, 2019 December 29, 2018 (In millions) Cash flows from operating activities: Net income $ 2,490 $ 341 $ 337 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 312 222 170 Stock-based compensation 274 197 137 Amortization of debt discount and issuance costs 14 30 38 Amortization of operating lease right-of-use assets 42 36 — Loss on debt redemption, repurchase and conversion 54 176 12 Loss on sale/disposal of property and equipment 33 42 27 Impairment of technology licenses — — 45 Deferred income taxes ( 1,223 ) ( 7 ) ( 4 ) Other 6 ( 2 ) ( 1 ) Changes in operating assets and liabilities: Accounts receivable, net ( 219 ) ( 623 ) ( 806 ) Inventories ( 417 ) ( 137 ) ( 151 ) Receivables from related parties 10 14 ( 28 ) Prepaid expenses and other assets ( 231 ) ( 176 ) ( 70 ) Payables to related parties ( 135 ) 7 35 Accounts payable ( 513 ) 153 212 Accrued liabilities and other 574 220 81 Net cash provided by operating activities 1,071 493 34 Cash flows from investing activities: Purchases of property and equipment ( 294 ) ( 217 ) ( 163 ) Purchases of short-term investments ( 850 ) ( 284 ) ( 123 ) Proceeds from maturity of short-term investments 192 325 45 Collection of deferred proceeds on sale of receivables — 25 71 Other — 2 — Net cash used in investing activities ( 952 ) ( 149 ) ( 170 ) Cash flows from financing activities: Proceeds from short-term borrowings 200 — — Repayments and extinguishment of debt ( 200 ) ( 473 ) ( 41 ) Proceeds from warrant exercise — 449 — Proceeds from sales of common stock through employee equity plans 85 74 70 Common stock repurchases for tax withholding on employee equity plans ( 78 ) ( 6 ) ( 6 ) Other ( 1 ) ( 1 ) 5 Net cash provided by financing activities 6 43 28 Net increase (decrease) in cash and cash equivalents, and restricted cash 125 387 ( 108 ) Cash, cash equivalents and restricted cash at beginning of year 1,470 1,083 1,191 Cash, cash equivalents and restricted cash at end of year $ 1,595 $ 1,470 $ 1,083 53 Year Ended December 26, 2020 December 28, 2019 December 29, 2018 (In millions) Supplemental cash flow information: Cash paid during the year for: Interest $ 31 $ 67 $ 79 Income taxes, net of refund $ 8 $ ( 4 ) $ ( 8 ) Non-cash investing and financing activities: Purchases of property and equipment, accrued but not paid $ 31 $ 65 $ 49 Issuance of common stock to settle convertible debt $ 217 $ 377 $ — Transfer of assets for the acquisition of property and equipment $ 111 $ 115 $ 28 Issuance of treasury stock to partially settle debt $ — $ 7 $ 141 Deferred proceeds on sale of receivables $ — $ — $ 25 Non-cash activities for leases: Operating lease right-of-use assets acquired by assuming related liabilities $ 45 $ 22 $ — Reconciliation of cash, cash equivalents and restricted cash Cash and cash equivalents $ 1,595 $ 1,466 $ 1,078 Restricted cash included in Prepaid expense and other current assets $ — $ 4 $ 5 Total cash, cash equivalents and restricted cash $ 1,595 $ 1,470 $ 1,083 See accompanying notes to consolidated financial statements. 54 Advanced Micro Devices, Inc. Notes to Consolidated Financial Statements NOTE 1 – The Company Advanced Micro Devices, Inc. is a global semiconductor company. References herein to AMD or the Company mean Advanced Micro Devices, Inc. and its consolidated subsidiaries. AMD’s products include x86 microprocessors (CPUs), accelerated processing units which integrate microprocessors and graphics (APUs), discrete graphics processing units (GPUs), semi-custom System-on-Chip (SOC) products and chipsets for the PC, gaming, datacenter and embedded markets. In addition, AMD provides development services and sells or licenses portions of its intellectual property portfolio. NOTE 2 – Summary of Significant Accounting Policies Fiscal Year . The Company uses a 52- or 53-week fiscal year ending on the last Saturday in December. Fiscal 2020, 2019 and 2018 ended December 26, 2020, December 28, 2019 and December 29, 2018, respectively. Fiscal 2020, 2019 and 2018 each consisted of 52 weeks. Principles of Consolidation. The consolidated financial statements include the Company’s accounts and those of its wholly-owned subsidiaries. Upon consolidation, all inter-company accounts and transactions have been eliminated. Reclassification. Certain prior period amounts have been reclassified to conform to current period presentation. Use of Estimates. The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results are likely to differ from those estimates, and such differences may be material to the financial statements. Areas where management uses subjective judgment include, but are not limited to, revenue allowances, inventory valuation, valuation and assessing potential impairment, if any, of goodwill and deferred income taxes. Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. Sales, value-added, and other taxes collected concurrently with the provision of goods or services are excluded from revenue. Shipping and handling costs associated with product sales are included in cost of sales. Substantially all the Company’s revenue is derived from product sales, representing a single performance obligation. Non-custom products The Company transfers control and recognizes revenue when non-custom products are shipped to customers, which includes original equipment manufacturers (OEM) and distributors, in accordance with the shipping terms of the sale. Non-custom product arrangements generally comprise a single performance obligation. Certain OEMs may be entitled to rights of return and rebates under OEM agreements. The Company also sells to distributors under terms allowing the majority of distributors certain rights of return and price protection on unsold merchandise held by them. The Company estimates the amount of variable consideration under OEM and distributor arrangements and, accordingly, records a provision for product returns, allowances for price protection and rebates based on actual historical experience and any known events. The Company offers incentive programs to certain customers, including cooperative advertising, marketing promotions, volume-based incentives and special pricing arrangements. Where funds provided for such programs can be estimated, the Company recognizes a reduction to revenue at the time the related revenue is recognized; otherwise, the Company recognizes such reduction to revenue at the later of when: i) the related revenue transaction occurs; or ii) the program is offered. For transactions where the Company reimburses a customer for a portion of the customer’s cost to perform specific product advertising or marketing and promotional activities, such amounts are recognized as a reduction to revenue unless they qualify for expense recognition. Constraints of variable consideration have not been material. 55 Custom products Custom products which are associated with the Company’s Enterprise, Embedded, and Semi-Custom segment (semi-custom products), sold under non-cancellable purchases orders, for which the Company has an enforceable right to payment, and which have no alternative use to the Company at contract inception, are recognized as revenue, over the time of production of the products by the Company. The Company utilizes a cost-based input method, calculated as cost incurred plus estimated margin, to determine the amount of revenue to recognize for in-process, but incomplete, customer orders at a reporting date. The Company believes that a cost-based input method is the most appropriate manner to measure how the Company satisfies its performance obligations to customers because the effort and costs incurred best depict the Company’s satisfaction of its performance obligation. Sales of semi-custom products are not subject to a right of return. Custom products arrangements involve a single performance obligation. There are no variable consideration estimates associated with custom products. Development and intellectual property licensing agreements From time to time, the Company may enter into arrangements with customers that combine the provision of development services and a license to the right to use the Company’s IP. These arrangements are deemed to be single or multiple performance obligations based upon the nature of the arrangements. Revenue is recognized upon the transfer of control, over time or at a point in time, depending on the nature of the arrangements. The Company evaluates whether the licensing component is distinct. A licensing component is distinct if it is both (i) capable of being distinct and (ii) distinct in the context of the arrangement. If the license is not distinct it is combined with the development services as a single performance obligation and recognized over time. If the license is distinct, revenue is recognized at a point in time when the customer has the ability to benefit from the license. From time to time, the Company may enter into arrangements with customers that solely involve the sale or licensing of its patents or IP. Generally, there are no performance obligations beyond transferring the designated license to the Company’s patents or IP. Accordingly, revenue is recognized at a point in time when the customer has the ability to benefit from the license. There are no variable consideration estimates associated with either combined development and intellectual property arrangements or for standalone arrangements involving either the sale or licensing of IP. Total revenue recognized over time associated with custom products and development services accounted for approximately 18 %, 19 % and 29 % of the Company’s revenue in 2020, 2019 and 2018, respectively. Customers are generally required to pay for products and services within the Company’s standard contractual terms, which are typically net 30 to 60 days. The Company has determined that it does not have significant financing components in its contracts with customers. Inventories The Company values inventory at standard cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market conditions. In determining excess or obsolescence reserves for its products, the Company considers assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for its products, and changes in technology or customer requirements. In determining the lower of cost or net realizable value reserves, the Company considers assumptions such as recent historical sales activity and selling prices, as well as estimates of future selling prices. The Company fully reserves for inventories and non-cancellable purchase orders for inventory deemed obsolete. The Company performs periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by the Company, additional inventory carrying value adjustments may be required . Goodwill The Company performs its goodwill impairment analysis as of the first day of the fourth quarter of each year and, if certain events or circumstances indicate that an impairment loss may have been incurred, on a more frequent basis. The analysis may include both qualitative and quantitative factors to assess the likelihood of an impairment. 56 The Company first analyzes qualitative factors to determine if it is more likely than not that the fair value of a reporting unit exceeds its carrying amount. Qualitative factors include industry and market considerations, overall financial performance, share price trends and market capitalization and Company-specific events. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value. Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions. A goodwill impairment charge is recognized for the amount by which a reporting unit’s fair value is less than its carrying value, not to exceed the total amount of goodwill allocated to that reporting unit. Contingencies From time to time the Company is a defendant or plaintiff in various legal actions that arise in the normal course of business. The Company is also subject to income tax, indirect tax or other tax claims by tax agencies in jurisdictions in which it conducts business. In addition, the Company is a party to environmental matters including local, regional, state and federal government clean-up activities at or near locations where the Company currently or has in the past conducted business. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of reasonably possible losses. A determination of the amount of reserves required for these commitments and contingencies that would be charged to earnings, if any, includes assessing the probability of adverse outcomes and estimating the amount of potential losses. The required reserves, if any, may change due to new developments in each matter or changes in circumstances such as a change in settlement strategy. Cash Equivalents and Short-term Investments Cash equivalents consist of financial instruments that are readily convertible into cash and have original maturities of three months or less at the time of purchase. Other investments in time deposits due within 12 months and marketable securities are included in short-term investments. Classification of marketable securities as current is based on the Company’s intent and belief in its ability to sell these securities and use the proceeds from sale in operations within 12 months. Investments in Available-for-sale Debt Securities The Company classifies its investments in debt securities at the date of acquisition as available-for-sale. Available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included, net of tax, in accumulated other comprehensive income (loss), a component of stockholders’ equity. If an available-for-sale debt security’s fair value is less than its amortized cost basis, then the Company evaluates whether the decline is the result of a credit loss, in which case an impairment is recorded through an allowance for credit losses. Unrealized gains and losses not attributable to credit losses are included, net of tax, in accumulated other comprehensive income (loss), a component of stockholders’ equity. The cost of securities sold is determined based on the specific identification method. Accounts Receivable Accounts receivable are primarily comprised of trade receivables presented net of rebates, price protection and an allowance for doubtful accounts. Accounts receivable also include unbilled receivables, which primarily represent work completed on development services recognized as revenue but not yet invoiced to customers and semi-custom products under non-cancellable purchase orders that have no alternative use to the Company at contract inception, for which revenue has been recognized but not yet invoiced to customers. All unbilled accounts receivables are expected to be billed and collected within twelve months. The Company manages its exposure to customer credit risk through credit limits, credit lines, ongoing monitoring procedures and credit approvals. Furthermore, the Company performs in-depth credit evaluations of all new customers and, at intervals, for existing customers. From this, the Company may require letters of credit, bank or corporate guarantees or advance payments if deemed necessary. The Company maintains an allowance for doubtful accounts, consisting of known specific troubled accounts as well as an amount based on overall estimated 57 potential uncollectible accounts receivable based on historical experience and review of their current credit quality. The Company does not believe the receivable balance from its customers represents a significant credit risk. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. Estimated useful lives are as follows: equipment uses two to six years , and leasehold improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements. Leases The Company determines if an arrangement is a lease, or contains a lease, at the inception of the arrangement. When the Company determines the arrangement is a lease, or contains a lease, at lease inception, it then determines whether the lease is an operating lease or a finance lease. Operating and finance leases result in the Company recording a right-of-use (ROU) asset and lease liability on its balance sheet. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. Operating and finance lease ROU assets and liabilities are initially recognized based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses the implicit interest rate if readily determinable or when the implicit interest rate is not readily determinable, the Company uses its incremental borrowing rate. The incremental borrowing rate is not a commonly quoted rate and is derived through a combination of inputs including the Company’s credit rating and the impact of full collateralization. The incremental borrowing rate is based on the Company’s collateralized borrowing capabilities over a similar term of the lease payments. The Company utilizes the consolidated group incremental borrowing rate for all leases as the Company has centralized treasury operations. The operating lease ROU asset also includes any lease payments made and excludes any lease incentives. Specific lease terms may include options to extend or terminate the lease when the Company believes it is reasonably certain that it will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. As allowed by the guidance, the Company has elected not to recognize ROU assets and lease liabilities that arise from short-term (12 months or less) leases for any class of underlying asset. Operating leases are included in operating lease ROU assets, other current liabilities, and long-term operating lease liabilities on the Company’s consolidated balance sheets. The Company’s finance leases are immaterial. Foreign Currency Translation/Transactions The functional currency of all of the Company’s foreign subsidiaries is the U.S. dollar. Assets and liabilities denominated in non-U.S. dollars have been remeasured into U.S. dollars at current exchange rates for monetary assets and liabilities and historical exchange rates for non-monetary assets and liabilities. Non-U.S. dollar denominated transactions have been remeasured at average exchange rates in effect during each period, except for those cost of sales and expense transactions related to non-monetary balance sheet amounts which have been remeasured at historical exchange rates. The gains or losses from foreign currency remeasurement are included in earnings. Marketing and Advertising Expenses Advertising costs are expensed as incurred. In addition, the Company’s marketing and advertising expenses include certain cooperative advertising funding obligations under customer incentive programs, which costs are recorded upon agreement with customers and vendor partners. Cooperative advertising expenses are recorded as marketing, general and administrative expense to the extent the cash paid does not exceed the estimated fair value of the advertising benefit received. Any excess of cash paid over the estimated fair value of the advertising benefit received is recorded as a reduction of revenue. Total marketing and advertising expenses for 2020, 2019 and 2018 were approximately $ 314 million, $ 217 million and $ 176 million, respectively. Stock-Based Compensation The Company estimates stock-based compensation cost for stock options at the grant date based on the option’s fair value as calculated by the Black-Scholes model. For time-based restricted stock units (RSUs), fair value is based on the closing price of the Company’s common stock on the grant date. The Company estimates the grant-date fair value of RSUs that involve a market condition using the Monte Carlo simulation model. The Company estimates the grant-date fair value of stock to be issued under the Employee Stock Purchase plan (ESPP) using the Black-Scholes model. Compensation expense is recognized over the vesting period of the applicable award using 58 the straight-line method, except for the compensation expense related to RSUs with performance or market conditions (PRSUs), which are recognized ratably for each vesting tranche from the service inception date to the end of the requisite service period. Forfeiture rates are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Income Taxes The Company computes the provision for income taxes using the liability method and recognizes deferred tax assets and liabilities for temporary differences between financial statement and income tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. The Company measures deferred tax assets and liabilities using tax rates applicable to taxable income in effect for the years in which those tax assets are expected to be realized or settled and provides a valuation allowance against deferred tax assets when it cannot conclude that it is more likely than not that some or all deferred tax assets will be realized. The assessment requires significant judgment and is performed in each of the applicable taxing jurisdictions. In addition, the Company recognizes tax benefits from uncertain tax positions only if it expects that its tax positions are more likely than not that they will be sustained, based on the technical merits of the positions, on examination by the jurisdictional tax authority. The Company recognizes any accrued interest and penalties to unrecognized tax benefits as interest expense and income tax expense, respectively. Recently Adopted Accounting Standards In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments . This standard changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. The Company adopted this standard in the first quarter of 2020 using the modified retrospective adoption method. This standard did not have an impact on the consolidated financial statements upon adoption. Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. This standard simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in its own equity by eliminating some of the models that require separating embedded conversion features from convertible instruments. The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and enhances disclosures about the terms of convertible instruments and contracts in an entity’s own equity. The standard is effective for fiscal years beginning after December 15, 2021, with early adoption permitted, and can be adopted through either a modified retrospective method with a cumulative effect adjustment to opening retained earnings or a full retrospective method. The Company is currently evaluating the impact of this new standard on its consolidated financial statements. Although there are several other new accounting pronouncements issued by the FASB, the Company does not believe any of these accounting pronouncements had or will have a material impact on its consolidated financial statements. NOTE 3 – Supplemental Financial Statement Information Short-term Investments As of December 26, 2020, the Company had $ 400 million of time deposits and $ 295 million of commercial paper. As of December 28, 2019, the Company had $ 37 million of commercial paper. Accounts Receivable, net As of December 26, 2020 and December 28, 2019, Accounts receivable, net included unbilled accounts receivable of $ 123 million and $ 197 million, respectively. 59 Inventories December 26, 2020 December 28, 2019 (In millions) Raw materials $ 93 $ 94 Work in process 1,139 691 Finished goods 167 197 Total inventories $ 1,399 $ 982 Property and Equipment, net December 26, 2020 December 28, 2019 (In millions) Leasehold improvements $ 208 $ 203 Equipment 1,209 951 Construction in progress 136 114 Property and equipment, gross 1,553 1,268 Accumulated depreciation ( 912 ) ( 768 ) Total property and equipment, net $ 641 $ 500 Depreciation expense for 2020, 2019 and 2018 was $ 217 million, $ 142 million and $ 94 million, respectively. Other Non-current Assets December 26, 2020 December 28, 2019 (In millions) Software and technology licenses, net $ 229 $ 210 Other 144 147 Total other non-current assets $ 373 $ 357 Accrued Liabilities December 26, 2020 December 28, 2019 (In millions) Accrued compensation and benefits $ 513 $ 285 Accrued marketing programs and advertising expenses 839 454 Other accrued and current liabilities 444 345 Total accrued liabilities $ 1,796 $ 1,084 Unearned Revenue Unearned revenue represents consideration received or due from customers in advance of the Company satisfying its performance obligations. The unearned revenue is associated with any combination of development services, IP licensing and product revenue. Changes in unearned revenue were as follows: December 26, 2020 December 28, 2019 (In millions) Beginning balance $ 2 $ 11 Unearned revenue 22 43 Revenue recognized during the period ( 9 ) ( 52 ) Ending balance $ 15 $ 2 60 Revenue allocated to remaining performance obligations that are unsatisfied (or partially unsatisfied) as of December 26, 2020 was $ 337 million, which may include amounts received from customers but not yet earned and amounts that will be invoiced and recognized as revenue in future periods associated with any combination of development services, IP licensing and product revenue. The Company expects to recognize $ 174 million of revenue allocated to remaining performance obligations in the next 12 months. The revenue allocated to remaining performance obligations did not include amounts which have an original expected duration of one year or less. NOTE 4 – Related Parties—Equity Joint Ventures ATMP Joint Venture s The Company holds a 15 % equity interest in two joint ventures (collectively, the ATMP JV) with affiliates of Tongfu Microelectronics Co., Ltd, a Chinese joint stock company. The Company has no obligation to fund the ATMP JV. The Company accounts for its equity interests in the ATMP JV under the equity method of accounting due to its significant influence over the ATMP JV. The ATMP JV provides assembly, test, mark and packaging (ATMP) services to the Company. The Company assists the ATMP JV in its management of certain raw material inventory. The purchases from and resales to the ATMP JV of inventory under the Company’s inventory management program are reported within purchases and resales with the ATMP JV and do not impact the Company’s consolidated statement of operations. The Company’s purchases from the ATMP JV during 2020 and 2019 amounted to $ 831 million and $ 660 million, respectively. As of December 26, 2020 and December 28, 2019, the amounts payable to the ATMP JV were $ 78 million and $ 213 million, respectively, and are included in Payables to related parties on the Company’s consolidated balance sheets. The Company’s resales to the ATMP JV during 2020 and 2019 amounted to $ 28 million and $ 56 million, respectively. As of December 26, 2020 and December 28, 2019, the Company had receivables from ATMP JV of $ 10 million and $ 7 million, respectively, included in Receivables from related parties on the Company’s consolidated balance sheets. During 2020, the Company recorded a gain of $ 5 million in Equity income (loss) in investee on its consolidated statements of operations. During 2019, the Company did no t record any gain or loss in Equity income (loss) in investee. During 2018, the Company recorded a $ 2 million loss in Equity income (loss) in investee, which included certain expenses incurred by the Company on behalf of the ATMP JV. As of December 26, 2020 and December 28, 2019, the carrying value of the Company’s investment in the ATMP JV were approximately $ 63 million and $ 58 million, respectively. THATIC Joint Ventures The Company holds equity interests in two joint ventures (collectively, the THATIC JV) with Higon Information Technology Co., Ltd. (THATIC), a third-party Chinese entity. The Company holds a majority interest in one of the joint ventures and a minority interest in the other. The Company is not a primary beneficiary of the THATIC JV and, as such, the Company does not consolidate either of these entities and accounts for its equity interests in the THATIC JV under the equity method of accounting. The Company’s share in the net losses of the THATIC JV is not recorded in the Company’s consolidated statements of operations since the Company is not obligated to fund the THATIC JV’s losses in excess of the Company’s investment in the THATIC JV, which was zero as of both December 26, 2020 and December 28, 2019. In February 2016, the Company licensed certain of its intellectual property (Licensed IP) to the THATIC JV for a total of $ 293 million in license fees payable over several years upon achievement of certain milestones. The Company also expects to receive a royalty based on the sales of the THATIC JV’s products to be developed on the basis of such Licensed IP. The Company classifies Licensed IP income and royalty income, associated with the February 2016 agreement, as licensing gain within operating income. In March 2017, the Company entered into a development and intellectual property agreement (Development and IP) with the THATIC JV, and also expects to receive a royalty based on the sales of the THATIC JV’s products to be developed on the basis of such agreement. The Company classifies Development and IP income and royalty income, associated with the March 2017 agreement, as revenue once earned. 61 The Company recognized $ 60 million as licensing gain associated with the Licensed IP during 2019. During 2018, the Company recognized $ 86 million of IP-related revenue upon completion of all technology milestones under the Development and IP agreement. As of December 26, 2020, the Company had no receivables from the THATIC JV. The Company’s receivable from the THATIC JV was $ 13 million as of December 28, 2019, included in Receivables from related parties on its consolidated balance sheets. In June 2019, the Bureau of Industry and Security of the United States Department of Commerce added certain Chinese entities to the Entity List, including THATIC and the THATIC JV. The Company is complying with U.S. law pertaining to the Entity List designation. NOTE 5 – Goodwill The carrying amount of goodwill as of both December 26, 2020 and December 28, 2019 was $ 289 million, which was all allocated to reporting units within the Company’s Enterprise, Embedded and Semi-Custom segment. In the fourth quarters of 2020 and 2019, the Company conducted its annual impairment tests of goodwill and concluded that there was no goodwill impairment with respect to its reporting units. NOTE 6 – Debt and Revolving Credit Facility Debt The Company’s total debt as of December 26, 2020 and December 28, 2019 consisted of: December 26, 2020 December 28, 2019 (In millions) 7.50 % Senior Notes Due 2022 ( 7.50 % Notes) $ 312 $ 312 2.125 % Convertible Senior Notes Due 2026 ( 2.125 % Notes) 26 251 Total debt (principal amount) 338 563 Unamortized debt discount for 2.125 % Notes ( 7 ) ( 73 ) Unamortized debt issuance costs for 2.125 % Notes — ( 3 ) Unamortized debt issuance costs for 7.50 % Notes ( 1 ) ( 1 ) Total long-term debt (net) $ 330 $ 486 2.125 % Convertible Senior Notes Due 2026 In September 2016, the Company issued $ 805 million in aggregate principal amount of 2.125 % Convertible Senior Notes due 2026 ( 2.125 % Notes). The 2.125 % Notes are general unsecured senior obligations of the Company. The interest is payable semi-annually in March and September of each year, commencing in March 2017. As of December 26, 2020, the outstanding aggregate principal amount of the 2.125 % Notes was $ 26 million. The 2.125 % Notes mature on September 1, 2026. However, as outlined in the indenture governing the 2.125 % Notes, holders of the 2.125 % Notes may convert them at their option during certain time periods and upon the occurrence of one of the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2016 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day (equivalent to an initial conversion price of approximately $ 8.00 per share of common stock); (2) during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. 62 On or after June 1, 2026 and until the close of business on the business day immediately preceding the maturity date, holders may convert their notes at any time regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock at the Company’s election. The event described in (1) above was met during the fourth calendar quarter of 2020 and, as a result, the 2.125 % Notes are convertible at the option of the holder from January 1, 2021 and remain convertible until March 31, 2021. During 2020, holders of the 2.125 % Notes converted $ 225 million principal amount of these notes, for which the Company issued approximately 28 million shares of the Company’s common stock at the conversion price of $ 8.00 per share. The Company recorded a loss of $ 54 million from these conversions in Other expense, net on its consolidated statements of operations. The Company’s current intent is to deliver shares of its common stock upon conversion of the 2.125 % Notes. As such, no sinking fund is provided for the 2.125 % Notes and the Company continued to classify the carrying value of the liability component of the 2.125 % Notes as long-term debt and the equity component of the 2.125 % Notes as permanent equity on its consolidated balance sheet as of December 26, 2020. The determination of whether or not the 2.125 % Notes are convertible is performed on a calendar-quarter basis. Based on the closing price of the Company’s common stock of $ 91.81 on December 24, 2020, the last trading day of 2020, the if-converted value of the 2.125 % Notes exceeded its principal amount by approximately $ 272 million. The effective interest rate of the liability component of the 2.125 % Notes is 8 %. This interest rate was based on the interest rates of similar liabilities at the time of issuance that did not have associated conversion features. The following table sets forth total interest expense recognized related to the 2.125 % Notes for the year ended December 26, 2020: December 26, 2020 December 28, 2019 (In millions) Contractual interest expense $ 4 $ 15 Interest cost related to amortization of debt issuance costs $ — $ 1 Interest cost related to amortization of the debt discount $ 6 $ 22 The carrying amount of the equity component of the 2.125 % Notes was $ 10 million and $ 95 million as of December 26, 2020 and December 28, 2019, respectively. 7.50 % Senior Notes Due 2022 On August 15, 2012, the Company issued $ 500 million of its 7.50 % Senior Notes due 2022 ( 7.50 % Notes). The 7.50 % Notes are general unsecured senior obligations of the Company. Interest is payable on February 15 and August 15 of each year beginning February 15, 2013 until the maturity date of August 15, 2022. The 7.50 % Notes are governed by the terms of an indenture (the 7.50 % Indenture) dated August 15, 2012 between the Company and Wells Fargo Bank, N.A., as trustee. As of December 26, 2020, the outstanding aggregate principal amount of the 7.50 % Notes was $ 312 million. Prior to August 15, 2022, the Company may redeem some or all of the 7.50 % Notes at a price equal to 100 % of the principal amount plus accrued and unpaid interest and a “make whole” premium (as defined in the 7.50 % Indenture). Holders have the right to require the Company to repurchase all or a portion of the 7.50 % Notes in the event that the Company undergoes a change of control as defined in the 7.50 % Indenture, at a repurchase price of 101 % of the principal amount plus accrued and unpaid interest. Additionally, an event of default (as defined in the 7.50 % Indenture) may result in the acceleration of the maturity of the 7.50 % Notes. Debt Covenants and Seniority The 7.50 % Notes require the Company to comply with certain financial covenants and a number of restrictive covenants. The 7.50 % Notes and 2.125 % Notes rank equally with the Company’s existing and future senior debt and are senior to all of the Company’s future subordinated debt. The 7.50 % Notes and 2.125 % Notes rank junior to all of the Company’s future senior secured debt to the extent of the collateral securing such debt and are structurally subordinated to all existing and future debt and liabilities of the Company’s subsidiaries. 63 Potential Repurchase of Outstanding Notes The Company may elect to purchase or otherwise retire the 7.50 % Notes and 2.125 % Notes with cash, stock or other assets from time to time in open market or privately negotiated transactions either directly or through intermediaries or by tender offer when the Company believes the market conditions are favorable to do so. Revolving Credit Facility On June 7, 2019, the Company entered into a secured revolving credit facility for up to $ 500 million (the Revolving Credit Facility) pursuant to a credit agreement by and among the Company, as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (the Credit Agreement). The Revolving Credit Facility consists of a $ 500 million, five-year secured revolving loan facility, including a $ 50 million swingline subfacility and a $ 75 million sublimit for letters of credit. Prior to the third quarter ended September 26, 2020, obligations under the Credit Agreement were secured by a lien on substantially all the Company’s property, other than intellectual property. During the third quarter ended September 26, 2020, as a result of upgrades of the Company’s debt ratings, the security requirements under the Credit Agreement were terminated and the liens on the Company’s collateral were released. The Credit Agreement also provides the ability to increase the Revolving Credit Facility or incur incremental term loans or other incremental equivalent. The Company’s available borrowings under the Revolving Credit Facility are also subject to reduction. Borrowings under the Revolving Credit Facility bear interest at either the LIBOR rate or the base rate at the Company’s option (in each case, as customarily defined) plus an applicable margin. The Credit Agreement contains customary affirmative and negative covenants, as well as a total leverage covenant. The Credit Agreement also contains customary events of default. On April 6, 2020, the Company borrowed $ 200 million under the Credit Agreement via the LIBOR rate loan option at an annual interest rate of 2.37 %. The Company repaid the $ 200 million borrowing plus interest on July 6, 2020. As of December 26, 2020, the Company had $ 13 million of letters of credit outstanding under the Credit Agreement and the Company was in compliance with all required covenants under the Credit Agreement. Future Payments on Total Debt As of December 26, 2020, the Company’s future debt payment obligations were as follows: Term Debt (Principal only) (In millions) 2022 $ 312 2026 26 Total $ 338 NOTE 7 – Financial Instruments Fair Value Measurements Financial Instruments Recorded at Fair Value on a Recurring Basis As of December 26, 2020 and December 28, 2019, the Company had $ 295 million and $ 37 million of commercial paper, respectively, included in Short-term investments on the Company’s consolidated balance sheets. The commercial paper is classified within Level 2 as its fair value estimates were based on quoted prices for comparable instruments . 64 In addition, as of December 26, 2020 and December 28, 2019, the Company also had approximately $ 46 million and $ 30 million, respectively, of investments in mutual funds held in a Rabbi trust established for the Company’s deferred compensation plan, which were included in Other non-current assets on the Company’s consolidated balance sheets. As of December 28, 2019, the Company also had approximately $ 4 million of investments in money market funds, used as collateral for letters of credit deposits, which were included in Other current assets on the Company’s consolidated balance sheets. These money market funds and mutual funds are classified within Level 1 because they are valued using quoted prices for identical instruments in active markets. Their amortized cost approximates the fair value for all periods presented. The Company is restricted from accessing these investments. Financial Instruments Not Recorded at Fair Value The Company carries its financial instruments at fair value with the exception of its long-term debt. The carrying amounts and estimated fair values of the Company’s long-term debt are as follows: December 26, 2020 December 28, 2019 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value (In millions) Long-term debt, net $ 330 $ 642 $ 486 $ 1,823 The estimated fair value of the Company’s long-term debt are based on Level 2 inputs as the fair value is based on quoted prices for the Company’s debt and comparable instruments in inactive markets. The Company’s 2.125 % Notes, included in Long-term debt, net, above, were convertible at the option of the holder as of December 26, 2020. The estimated fair value of the 2.125 % Notes as of December 26, 2020 takes into account the value of the Company’s stock price of $ 91.81 as of December 24, 2020, the last trading date for the year ended December 26, 2020 and the initial conversion price of approximately $ 8.00 per share of common stock. The fair value of the Company’s time deposits, accounts receivable, accounts payable and other short-term obligations approximate their carrying value based on existing terms. Hedging Transactions and Derivative Financial Instruments Cash Flow Hedges Designated as Accounting Hedges and Foreign Currency Forward Contracts not Designated as Accounting Hedges The Company enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate risk related to future forecasted transactions denominated in currencies other than the U.S. Dollar. These contracts generally mature within 12 months and are designated as accounting hedges. As of December 26, 2020 and December 28, 2019, the notional values of the Company’s outstanding foreign currency forward contracts designated as cash flow hedges were $ 501 million and $ 467 million, respectively. The fair value of these contracts was not material as of December 26, 2020 and December 28, 2019. The Company also enters into foreign currency forward contracts to reduce the short-term effects of foreign currency fluctuations on certain receivables or payables denominated in currencies other than the U.S. Dollar. These forward contracts generally mature within 3 months and are not designated as accounting hedges. As of December 26, 2020 and December 28, 2019, the notional values of outstanding contracts were $ 254 million and $ 272 million, respectively. The fair value of these contracts was not material as of December 26, 2020 and December 28, 2019. NOTE 8 – Accumulated Other Comprehensive Income (Loss) Unrealized holding gains or losses on the Company’s available-for-sale debt securities and unrealized holding gains and losses on derivative financial instruments qualifying as cash flow hedges are included in other comprehensive income (loss). 65 The table below summarizes the changes in accumulated other comprehensive income (loss): 2020 2019 2018 Gains (losses) on cash flow hedges: (In millions) Beginning balance $ — $ ( 8 ) $ 6 Net unrealized gains (losses) arising during the period 18 2 ( 19 ) Net losses (gains) reclassified into income during the period ( 1 ) 6 5 Total other comprehensive income (loss) 17 8 ( 14 ) Ending balance $ 17 $ — $ ( 8 ) NOTE 9 – Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of investments in time deposits, available-for-sale debt securities and trade receivables. The Company places its investments with high credit quality financial institutions. At the time an investment is made, investments in commercial paper of industrial firms and financial institutions are rated A1, P1 or better. The Company invests in tax-exempt securities including municipal notes and bonds and bonds that are rated A, A2 or better and repurchase agreements, each of which have securities of the type and quality listed above as collateral. The Company believes that concentrations of credit risk with respect to trade receivables are limited because a large number of geographically diverse customers make up the Company’s customer base, thus diluting the trade credit risk. The Company’s top three customers with the highest accounts receivable balances each accounted for approximately 18 %, 17 % and 6 %, respectively, of the total consolidated accounts receivable balance as of December 26, 2020 and 15 %, 9 % and 8 %, respectively, of the total consolidated accounts receivable balance as of December 28, 2019. However, the Company does not believe the receivable balance from these customers represents a significant credit risk based on past collection experience and review of their current credit quality. NOTE 10 – Earnings Per Share Basic earnings per share is computed based on the weighted-average number of shares outstanding. Diluted earnings per share is computed based on the weighted-average number of shares outstanding plus potentially dilutive shares outstanding during the period. Potentially dilutive shares are determined by applying the treasury stock method to the Company’s stock options, RSUs (including PRSUs), common stock to be issued under the ESPP and warrants. Potentially dilutive shares issuable upon conversion of the 2.125 % Convertible Senior Notes due 2026 ( 2.125 % Notes) are calculated using the if-converted method. 66 The following table sets forth the components of basic and diluted earnings per share: 2020 2019 2018 (In millions, except per share amounts) Numerator Net income for basic earnings per share $ 2,490 $ 341 $ 337 Effect of potentially dilutive shares: Interest expense related to the 2.125% Notes 1 — — Net income for diluted earnings per share $ 2,491 $ 341 $ 337 Denominator Basic weighted average shares 1,184 1,091 982 Effect of potentially dilutive shares: Employee equity plans and warrants 20 29 82 2.125% Notes 3 — — Diluted weighted average shares 1,207 1,120 1,064 Earnings per share: Basic $ 2.10 $ 0.31 $ 0.34 Diluted $ 2.06 $ 0.30 $ 0.32 Potential shares from employee equity plans and the impact from the conversion of the 2.125 % Notes up to the conversion date, totaling 22 million for 2020, were not included in the earnings per share calculation because their inclusion would have been anti-dilutive. Potential shares from employee equity plans, the impact from the conversion of the 2.125 % Notes up to the conversion date and the assumed conversion of the remaining outstanding 2.125 % Notes, totaling 93 million and 105 million shares for 2019 and 2018, respectively, were not included in the earnings per share calculation because their inclusion would have been anti-dilutive. NOTE 11 – Common Stock and Stock-Based Compensation Common Stock Shares of common stock outstanding were as follows: Year Ended December 26, 2020 December 28, 2019 December 29, 2018 (In millions) Balance, beginning of period 1,170 1,005 967 Common stock issued under employee equity plans 14 20 31 Common stock repurchases for tax withholding on equity awards ( 1 ) — — Issuance of common stock upon warrant exercise — 75 — Issuance of common stock to settle convertible debt 28 69 — Issuance of treasury stock to partially settle debt — 1 7 Balance, end of period 1,211 1,170 1,005 Stock-Based Compensation The Company’s employee equity programs are intended to attract, retain and motivate highly qualified employees. On April 29, 2004, the Company’s stockholders approved the 2004 Equity Incentive Plan, as amended and restated (the 2004 Plan). In the fourth quarter of 2017, the Company introduced the 2017 Employee Stock Purchase Plan, as amended and restated (the 2017 Plan). 67 Under the 2004 Plan, stock options generally vest and become exercisable over a three-year period from the date of grant and expire within seven years after the grant date. Unvested shares that are reacquired by the Company from forfeited outstanding equity awards become available for grant and may be reissued as new awards. Under the 2004 Plan, the Company can grant (i) stock options, and (ii) RSUs, including time-based RSUs and PRSUs. Stock Options. Under the 2004 Plan, nonstatutory and incentive stock options may be granted. The exercise price of the shares subject to each nonstatutory stock option and incentive stock option cannot be less than 100 % of the fair market value of the Company’s common stock on the date of the grant. The exercise price of each option granted under the 2004 Plan must be paid in full at the time of the exercise. Time-based RSUs. Time-based RSUs are awards that can be granted to any employee, director or consultant and that obligate the Company to issue a specific number of shares of the Company’s common stock in the future if the vesting terms and conditions are satisfied. The purchase price for the shares is $ 0.00 per share. PRSUs. PRSUs can be granted to certain of the Company’s senior executives. The performance metrics can be financial performance, non-financial performance and/or market conditions. Each PRSU award reflects a target number of shares (Target Shares) that may be issued to an award recipient before adjusting based on the Company’s financial performance, non-financial performance and/or market conditions. The actual number of shares that a grant recipient receives at the end of the period may range from 0 % to 250 % of the Target Shares granted, depending upon the degree of achievement of the performance target designated by each individual award. ESPP. Under the 2017 Plan, eligible employees who participate in an offering period may have up to 10 % of their eligible earnings withheld, up to certain limitations, to purchase shares of common stock at 85 % of the lower of the fair market value on the first or the last business day of the six-month offering period. The offering periods commence in May and November each year. As of December 26, 2020, the Company had 57 million shares of common stock that were available for future grants and 22 million shares reserved for issuance upon the exercise of outstanding stock options or the vesting of unvested RSUs, including PRSUs, under the 2004 Plan. In addition, the Company had 40 million shares of common stock that were available for issuance under the 2017 plan. Valuation and Expense Stock-based compensation expense was allocated in the consolidated statements of operations as follows: 2020 2019 2018 (In millions) Cost of sales $ 6 $ 6 $ 4 Research and development 173 129 91 Marketing, general, and administrative 95 62 42 Total stock-based compensation expense before income taxes 274 197 137 Income tax benefit ( 42 ) — — Total stock-based compensation expense, net of income taxes $ 232 $ 197 $ 137 Stock Options. The weighted-average estimated fair value of employee stock options granted for the years ended December 26, 2020, December 28, 2019 and December 29, 2018 was $ 38.49 , $ 13.31 and $ 7.62 per share, respectively, using the following assumptions: 2020 2019 2018 Expected volatility 57.87 % 52.60 % - 56.51 % 51.51 % - 60.46 % Risk-free interest rate 0.18 % 1.53 % - 2.51 % 2.20 % - 2.83 % Expected dividends — % — % — % Expected life (in years) 4.3 3.94 - 3.95 3.92 - 3.94 The Company uses a combination of the historical volatility of its common stock and the implied volatility for publicly traded options on the Company’s common stock as the expected volatility assumption. The risk-free interest rate is 68 based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the option grant at the date closest to the option grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of employee stock options represents the weighted-average period the stock options are expected to remain outstanding. The following table summarizes stock option activity and related information: Outstanding Number of Shares Weighted- Average Exercise Price Aggregate Intrinsic Value Weighted-Average Remaining Contractual Life (in years) (In millions, except share price) Balance as of December 28, 2019 10 $ 7.56 Granted — $ 84.85 Exercised ( 3 ) $ 3.62 Balance as of December 26, 2020 7 $ 12.91 $ 589 2.92 Exercisable December 26, 2020 6 $ 7.01 $ 538 2.43 The total intrinsic value of stock options exercised for 2020, 2019 and 2018 was $ 180 million, $ 84 million and $ 67 million, respectively. As of December 26, 2020, the Company had $ 19 million of total unrecognized compensation expense related to stock options, which will be recognized over the weighted-average period of 1.66 years. Time-based RSUs. The weighted-average grant date fair values of time-based RSUs granted during 2020, 2019 and 2018 were $ 78.59 , $ 32.52 and $ 17.66 per share, respectively. The following table summarizes time-based RSU activity and related information: Number of Shares Weighted- Average Fair Value Aggregate Intrinsic Value Weighted-Average Remaining Contractual Life (in years) (In millions except share price) Unvested shares as of December 28, 2019 18 $ 22.93 Granted 4 $ 78.59 Forfeited ( 1 ) $ 30.82 Vested ( 9 ) $ 20.67 Unvested shares as of December 26, 2020 12 $ 43.98 $ 1,078 1.13 The total fair value of time-based RSUs vested during 2020, 2019 and 2018 was $ 642 million, $ 395 million and $ 315 million, respectively. As of December 26, 2020, the Company had $ 462 million of total unrecognized compensation expense related to time-based RSUs, which will be recognized over the weighted-average period of 1.69 years. PRSUs. The weighted-average grant date fair values of PRSUs granted during 2020, 2019 and 2018 were $ 122.95 , $ 50.00 and $ 21.67 , respectively, using the following assumptions: 2020 2019 2018 Expected volatility 55.74 % - 60.10 % 60.54 % - 62.52 % 63.77 % - 67.97 % Risk-free interest rate 0.14 % - 1.41 % 1.56 % - 2.49 % 2.06 % - 2.82 % Expected dividends — % — % — % Expected term (in years) 2.48 - 3.00 2.48 - 5.00 2.48 - 3.00 The Company uses the historical volatility of its common stock and risk-free interest rate based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the PRSUs grant at the date closest to the grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of PRSUs represents the requisite service periods of these PRSUs. 69 The following table summarizes PRSU activity and related information: Number of Shares Weighted- Average Fair Value Aggregate Intrinsic Value Weighted-Average Remaining Contractual Life (in years) (In millions except share price) Unvested shares as of December 28, 2019 3 $ 36.13 Granted 1 $ 122.95 Forfeited — $ 45.25 Vested ( 1 ) $ 16.45 Unvested shares as of December 26, 2020 3 $ 55.63 $ 248 2.25 The total fair value of PRSUs vested during 2020, 2019 and 2018 was $ 76 million, $ 65 million and $ 84 million, respectively. As of December 26, 2020, the Company had $ 102 million of total unrecognized compensation expense related to PRSUs, which will be recognized over the weighted-average period of 1.73 years. ESPP. The weighted-average grant date fair value for the ESPP during 2020, 2019 and 2018 was $ 20.97 , $ 9.96 and $ 4.71 per share, respectively, using the following assumptions: 2020 2019 2018 Expected volatility 55.16 % - 66.53 % 48.95 % - 67.02 % 45.88 % - 66.66 % Risk-free interest rate 0.11 % - 0.15 % 1.58 % - 2.46 % 2.05 % - 2.52 % Expected dividends — % — % — % Expected term (in years) 0.50 0.50 0.50 The Company uses the historical volatility of its common stock and the risk-free interest rate based on the rate for a U.S. Treasury zero-coupon yield curve with a term that approximates the expected life of the ESPP grant at the date closest to the ESPP grant date. The expected dividend yield is zero as the Company does not expect to pay dividends in the near future. The expected term of the ESPP represents the six-month offering period. During 2020, 2 million shares of common stock were purchased under the ESPP at a purchase price of $ 37.81 resulting in aggregate cash proceeds of $ 75 million. As of December 26, 2020, the Company had $ 12 million of total unrecognized compensation expense related to the ESPP, which will be recognized over the weighted-average period of 0.37 years. NOTE 12 – Retirement Benefit Plans The Company provides retirement benefit plans in the United States and certain foreign countries. The Company has a 401(k) retirement plan that allows participating employees in the United States to contribute as defined by the plan and subject to Internal Revenue Service limitations. The Company matches 75 % of employees’ contributions up to 6 % of their eligible compensation. The Company’s contributions to the 401(k) plan for 2020, 2019 and 2018 were approximately $ 29 million , $ 25 million and $ 21 million, respectively. NOTE 13 – Income Taxes Income before income taxes consists of the following: 2020 2019 2018 (In millions) U.S. $ 1,213 $ 334 $ 114 Non-U.S. 67 38 214 Total pre-tax income including equity income (loss) in investee $ 1,280 $ 372 $ 328 70 The income tax provision (benefit) consists of: 2020 2019 2018 (In millions) Current: U.S. Federal $ — $ ( 13 ) $ 12 U.S. State and Local 5 1 — Non-U.S. 8 50 ( 17 ) Total 13 38 ( 5 ) Deferred: U.S. Federal ( 1,193 ) — — U.S. State and Local ( 28 ) — — Non-U.S. ( 2 ) ( 7 ) ( 4 ) Total ( 1,223 ) ( 7 ) ( 4 ) Income tax provision (benefit) $ ( 1,210 ) $ 31 $ ( 9 ) The table below displays the reconciliation between statutory federal income taxes and the total income tax provision (benefit). 2020 2019 2018 (In millions) Statutory federal income tax expense at 21% $ 269 $ 78 $ 69 State taxes ( 6 ) 1 1 Foreign withholding taxes (refund) 10 22 ( 29 ) Foreign rate detriment / (benefit) ( 3 ) 2 2 Valuation allowance change ( 1,301 ) ( 59 ) ( 64 ) Research credits ( 57 ) — ( 1 ) Excess tax benefits relating to share-based compensation ( 116 ) — — Tax Reform Act — ( 13 ) 13 Other ( 6 ) — — Income tax provision (benefit) $ ( 1,210 ) $ 31 $ ( 9 ) The income tax benefit in 2020 was primarily due to $ 1.3 billion of tax benefit from the valuation allowance release in the U.S. This benefit was partially offset by approximately $ 10 million of withholding tax expense related to cross-border transactions, $ 13 million of state and foreign taxes and $ 75 million increase in valuation allowance against certain state and foreign tax credits, which are reflected as part of the state taxes and foreign rate benefit in the reconciliation table above. The income tax provision in 2019 was primarily due to $ 22 million of withholding tax related to cross-border transactions and $ 22 million of tax in foreign locations, partially offset by a $ 13 million benefit for a reduction of U.S. income taxes accrued in the prior year. The income tax provision in 2018 was primarily due to a $ 36 million refund of withholding tax from a foreign jurisdiction related to a legal settlement from 2010, partially offset by $ 13 million of U.S. income taxes resulting from the Tax Reform Act, a $ 7 million tax provision in foreign locations and $ 7 million of withholding taxes on cross-border transactions. 71 Deferred income taxes reflect the net tax effects of tax carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the balances for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 26, 2020 and December 28, 2019 were as follows: December 26, 2020 December 28, 2019 (In millions) Deferred tax assets: Net operating loss carryovers $ 1,029 $ 1,357 Accruals and reserves not currently deductible 514 257 Acquired intangibles and goodwill — 50 Federal and state tax credit carryovers 569 584 Foreign research and development ITC credits 489 429 Capitalized costs 174 232 Lease liability 72 57 Other 149 105 Total deferred tax assets 2,996 3,071 Less: valuation allowance ( 1,576 ) ( 2,867 ) Total deferred tax assets, net of valuation allowance 1,420 204 Deferred tax liabilities: Right-of-use assets ( 62 ) ( 49 ) Discount of convertible notes ( 2 ) ( 16 ) Undistributed foreign earnings ( 114 ) ( 111 ) Other ( 8 ) ( 17 ) Total deferred tax liabilities ( 186 ) ( 193 ) Net deferred tax assets $ 1,234 $ 11 The movement in the deferred tax valuation allowance was as follows: 2020 2019 2018 (In millions) Balance at beginning of year $ 2,867 $ 2,443 $ 2,621 Charges (reductions) to income tax expense/other accounts* ( 1,301 ) ( 61 ) ( 59 ) Net (deductions) recoveries + 10 485 ( 119 ) Balance at end of year $ 1,576 $ 2,867 $ 2,443 * Amounts recorded against other accounts are not material + The 2019 and 2020 net recoveries were primarily related to net originating deferred tax assets and newly generated tax credits Deferred tax liabilities are included in Other long-term liabilities on the consolidated balance sheets. The breakdown between deferred tax assets and deferred tax liabilities as of December 26, 2020 and December 28, 2019 is as follows: December 26, 2020 December 28, 2019 (In millions) Deferred tax assets $ 1,245 $ 22 Deferred tax liabilities ( 11 ) ( 11 ) Net deferred tax assets $ 1,234 $ 11 72 Through the end of 2020, the Company demonstrated consistent and continued profitability over the preceding three-year period. The Company’s ability to sustain and grow its such profitability is supported by the continued positive momentum of its consumer and commercial products including its newly released desktop, mobile and graphics processors, greater market acceptance for its server products, the successful adoption of its new game console processor products, and its continued leadership in the development of HPC products. In assessing the realizability of the deferred tax assets, the Company considered the highly dynamic and competitive landscape of its industry, the continued performance and market acceptance of its new products, and the impact of such market acceptance on forecasts of future profitability. As a result, in the fourth quarter of 2020, the Company concluded that its history of profitable operating results, including the current period results, along with increasingly favorable forecasts of continued future profitability, provided sufficient positive evidence supporting the realizability of a certain amount of its U.S. deferred tax assets and, accordingly, the release of the related valuation allowance previously recorded against these deferred tax assets, resulting in a tax benefit of $ 1.3 billion in the fourth quarter of 2020. The Company continues to maintain a valuation allowance of approximately $ 1.6 billion for certain federal, state, and foreign tax attributes. The federal valuation allowance maintained is due to current limitations, including limitations under Internal Revenue Code Section 382 or 383, separate return loss year rules, or dual consolidated loss rules. The state and foreign valuation allowance maintained is due to lack of sufficient sources of income. The Company’s United States federal and state net operating losses carryforwards as of December 26, 2020, were $ 5.2 billion and $ 343 million, respectively. The United States federal net operating losses will expire between 2029 and 2037, and the state net operating losses will expire at various dates through 2039. The federal tax credits of $ 385 million will expire at various dates between 2021 and 2040. The state tax credits of $ 252 million will expire at various dates between 2021 through 2035 except for California R&D credit, which does not expire. The Company also has $ 494 million of credit carryforward in Canada that will expire between 2026 and 2040. Under current U.S. tax law the impact of future distributions of undistributed earnings that are indefinitely reinvested are anticipated to be withholding taxes from local jurisdictions and non-conforming U.S. state jurisdictions. The amount of cumulative undistributed earnings that are permanently reinvested that could be subject to withholding taxes are $ 304 million as of December 26, 2020. A reconciliation of the Company's gross unrecognized tax benefits was as follows: 2020 2019 2018 (In millions) Balance at beginning of year $ 65 $ 49 $ 49 Increases for tax positions taken in prior years 41 5 1 Decreases for tax positions taken in prior years ( 15 ) — ( 1 ) Increases for tax positions taken in the current year 30 15 3 Decreases for settlements with taxing authorities ( 1 ) ( 3 ) ( 2 ) Decreases for lapsing of the statute of limitations ( 1 ) ( 1 ) ( 1 ) Balance at end of year $ 119 $ 65 $ 49 The amount of unrecognized tax benefits that would impact the effective tax rate was $ 77 million, $ 17 million and $ 9 million as of December 26, 2020, December 28, 2019 and December 29, 2018, respectively. The Company had no material amounts of accrued interest and accrued penalties related to unrecognized tax benefits as of December 26, 2020, December 28, 2019 and December 29, 2018. It is possible the Company may have tax audits close in the next 12 months that could materially change the balance of the uncertain tax benefits; however, the timing of tax audit closures and settlements are highly uncertain. The Company and its subsidiaries have several foreign and U.S. state audits in process at any one point in time. The Company has provided for uncertain tax positions that require a liability under the adopted method to account for uncertainty in income taxes. The Company is subject to taxation in the United States and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdiction in which the Company is subject to potential examination by the taxing authority is the United States, which is open for years from 2007 onwards due to the net operating losses. 73 NOTE 14 – Segment Reporting Management, including the Chief Operating Decision Maker, who is the Company’s Chief Executive Officer, reviews and assesses operating performance using segment net revenue and operating income (loss). These performance measures include the allocation of expenses to the operating segments based on management’s judgment. The Company has the following two reportable segments: • the Computing and Graphics segment, which primarily includes desktop and notebook processors and chipsets, discrete and integrated graphics processing units (GPUs), data center and professional GPUs and development services. From time to time, the Company may also sell or license portions of its IP portfolio. • the Enterprise, Embedded and Semi-Custom segment, which primarily includes server and embedded processors, semi-custom System-on-Chip (SoC) products, development services and technology for game consoles. From time to time, the Company may also sell or license portions of its IP portfolio. In addition to these reportable segments, the Company has an All Other category, which is not a reportable segment. This category primarily includes certain expenses and credits that are not allocated to any of the reportable segments because management does not consider these expenses and credits in evaluating the performance of the reportable segments. This category primarily includes employee stock-based compensation expense. The following table provides a summary of net revenue and operating income (loss) by segment for 2020, 2019 and 2018. 2020 2019 2018 (In millions) Net revenue: Computing and Graphics $ 6,432 $ 4,709 $ 4,125 Enterprise, Embedded and Semi-Custom 3,331 2,022 2,350 Total net revenue $ 9,763 $ 6,731 $ 6,475 Operating income (loss): Computing and Graphics $ 1,266 $ 577 $ 470 Enterprise, Embedded and Semi-Custom 391 263 163 All Other ( 288 ) ( 209 ) ( 182 ) Total operating income $ 1,369 $ 631 $ 451 The following table provides items included in All Other category: 2020 2019 2018 (In millions) Operating loss: Stock-based compensation expense $ ( 274 ) $ ( 197 ) $ ( 137 ) Acquisition-related costs ( 14 ) — — Impairment of technology licenses — — ( 45 ) Loss contingency on legal matter — ( 12 ) — Total operating loss $ ( 288 ) $ ( 209 ) $ ( 182 ) The Company does not discretely allocate assets to its operating segments, nor does management evaluate operating segments using discrete asset information. 74 The following table summarizes sales to external customers by geographic regions based on billing location of the customer: 2020 2019 2018 (In millions) United States $ 2,294 $ 1,764 $ 1,327 China (including Hong Kong) 2,329 1,736 1,319 Japan 1,033 840 1,225 Europe 1,108 762 470 Taiwan 1,187 719 1,197 Singapore 1,096 597 728 Other countries 716 313 209 Total sales to external customers $ 9,763 $ 6,731 $ 6,475 The following table summarizes sales to major customers that accounted for at least 10% of the Company’s consolidated net revenue for the respective years: 2020 2019 2018 Customer A * 12 % 19 % Customer B * * 11 % * Less than 10% Sales to customers A and B consisted of products from the Company’s Enterprise, Embedded and Semi-Custom segment. The following table summarizes Property and equipment, net by geographic areas: December 26, 2020 December 28, 2019 (In millions) United States $ 421 $ 300 Canada 126 99 China 34 36 Singapore 32 33 Other countries 28 32 Total property and equipment, net $ 641 $ 500 NOTE 15 – Other Expense, Net The following table summarizes the components of Other expense, net: 2020 2019 2018 (In millions) Interest income $ 8 $ 15 $ 18 Loss on debt redemption, repurchase and conversion ( 54 ) ( 176 ) ( 12 ) Other ( 1 ) ( 4 ) ( 6 ) Other expense, net $ ( 47 ) $ ( 165 ) $ — NOTE 16 – Commitments and Guarantees Operating Leases The Company has entered into operating and finance leases for its corporate offices, data centers, research and development facilities and certain equipment. The leases expire at various dates through 2028, some of which include options to extend the lease for up to five years. 75 For 2020, 2019 and 2018, the Company recorded $ 59 million, $ 56 million and $ 53 million, respectively, of operating lease expense, including short-term lease expense. For 2020 and 2019, the Company recorded $ 27 million and $ 25 million, respectively, of variable lease expense, which primarily included operating expenses and property taxes associated with the usage of facilities under the operating leases. For 2020 and 2019, cash paid for operating leases included in operating cash flows was $ 55 million and $ 47 million, respectively. The Company’s finance leases and short-term leases are immaterial. Supplemental information related to leases is as follows: December 26, 2020 Weighted-average remaining lease term – operating leases 5.56 years Weighted-average discount rate – operating leases 5.29 % Future minimum lease payments under non-cancellable operating lease liabilities as of December 26, 2020 are as follows: Year (In millions) 2021 $ 52 2022 55 2023 48 2024 41 2025 34 2026 and thereafter 54 Total minimum lease payments 284 Less: interest ( 42 ) Present value of net minimum lease payments 242 Less: current portion ( 41 ) Total long-term operating lease liabilities $ 201 Certain other operating leases contain provisions for escalating lease payments subject to changes in the consumer price index. Purchase and Other Contractual Obligations The Company’s purchase obligations primarily include the Company’s obligations to purchase wafers and substrates from third parties. The Company also had other contractual obligations, primarily included in Other long-term liabilities and Accrued liabilities on its consolidated balance sheets, which primarily consisted of $ 149 million of payments due under certain software and technology licenses and IP licenses that will be paid through 2025. Total future unconditional purchase obligations as of December 26, 2020 were as follows: Year (In millions) 2021 $ 3,026 2022 71 2023 34 2024 25 2025 23 2026 and thereafter 12 Total unconditional purchase commitments $ 3,191 76 Warranties and Indemnities The Company generally warrants that its products sold to its customers will conform to its approved specifications and be free from defects in material and workmanship under normal use and conditions for one year . The Company may also offer one to three-year limited warranties based on product type and negotiated warranty terms with certain customers. The Company accrues warranty costs to Cost of sales at the time of sale of warranted products. Changes in the Company’s estimated liability for product warranty during the years ended December 26, 2020 and December 28, 2019 are as follows: December 26, 2020 December 28, 2019 (In millions) Beginning balance $ 15 $ 13 Provisions during the period 82 31 Settlements during the period ( 60 ) ( 29 ) Ending balance $ 37 $ 15 In addition to product warranties, the Company from time to time in its normal course of business indemnifies other parties with whom it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company, with respect to certain matters. In these limited matters, the Company has agreed to hold certain third parties harmless against specific types of claims or losses such as those arising from a breach of representations or covenants, third-party claims that the Company’s products when used for their intended purpose(s) and under specific conditions infringe the intellectual property rights of a third party, or other specified claims made against the indemnified party. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. Historically, payments made by the Company under these obligations have not been material. In addition, the impact from changes in estimates for pre-existing warranties has been immaterial. NOTE 17 – Contingencies Shareholder Derivative Lawsuits (Wessels, Hamilton and Ha) On March 20, 2014, a purported shareholder derivative lawsuit captioned Wessels v. Read, et al. , Case No. 1:14 cv-262486 (Wessels) was filed against the Company (as a nominal defendant only) and certain of its directors and officers in the Santa Clara County Superior Court of the State of California. The complaint purports to assert claims against the Company and certain individual directors and officers for breach of fiduciary duty, waste of corporate assets and unjust enrichment. The complaint seeks damages allegedly caused by alleged materially misleading statements and/or material omissions by the Company and the individual directors and officers regarding its 32nm technology and “Llano” product, which statements and omissions, the plaintiffs claim, allegedly operated to artificially inflate the price paid for the Company’s common stock during the period. On April 27, 2015, a similar purported shareholder derivative lawsuit captioned Christopher Hamilton and David Hamilton v. Barnes, et al. , Case No. 5:15-cv-01890 (Hamilton) was filed against the Company (as a nominal defendant only) and certain of its directors and officers in the United States District Court for the Northern District of California. On September 29, 2015, a similar purported shareholder derivative lawsuit captioned Jake Ha v Caldwell, et al., Case No. 3:15-cv-04485 (Ha) was filed against the Company (as a nominal defendant only) and certain of its directors and officers in the United States District Court for the Northern District of California. The lawsuit also seeks a court order voiding the stockholder vote on the Company’s 2015 proxy. The case was transferred to the judge handling the Hamilton Lawsuit and is now Case No. 4:15-cv-04485. The Wessels, Hamilton and Ha shareholder derivative lawsuits were stayed pending resolution of a class action lawsuit captioned Hatamian v. AMD, et al. , C.A. No. 3:14-cv-00226 filed against the Company in the United States District Court for the Northern District of California (the Hatamian Lawsuit). The Hatamian Lawsuit asserted claims against the Company and certain of its officers for alleged violations of Section 10(b) of the Exchange Act of 1934, as amended (the Exchange Act), and SEC Rule 10b-5 concerning certain statements regarding its 32nm technology and “Llano” products. On October 9, 2017, the parties signed a definitive settlement agreement resolving the Hatamian Lawsuit and submitted it to the Court for approval. Under the terms of this agreement, the settlement was funded entirely by certain of the 77 Company’s insurance carriers and the defendants continued to deny any liability or wrongdoing. On March 2, 2018, the court approved the settlement and entered a final judgment in the Hatamian Lawsuit. On January 30, 2018, the Wessels and Hamilton plaintiffs amended their complaints. On February 2, 2018, the Ha plaintiff also filed an amended complaint. On February 22, 2018, the Company filed motions to dismiss the Hamilton and Ha plaintiffs’ amended complaints. On April 2, 2018, the Company filed a demurrer seeking to dismiss the Wessels amended complaint. On July 23, 2018, the Santa Clara Superior Court sustained the Company’s demurrer in the Wessels case, dismissing all claims in that matter with prejudice. The Wessels plaintiff filed a Notice of Appeal on September 27, 2018. On October 4, 2018, the Federal Court issued an order dismissing the Hamilton and Ha amended complaints. The Hamilton plaintiffs filed a Notice of Appeal on October 8, 2018, and the Ha plaintiffs filed a Notice of Appeal on October 15, 2018. On November 19, 2018, the Hamilton and Ha plaintiffs filed a motion seeking summary reversal of the order dismissing their claims. The Company opposed this motion on December 13, 2018, and the Court denied it on February 25, 2019. On March 16, 2020, the Ninth Circuit affirmed the district court’s dismissal of the Ha complaint and the time to seek further appeals has since expired. On the same day, the Ninth Circuit also reversed and remanded the district court’s dismissal of the Hamilton complaint for further consideration of defendants’ motion to dismiss. Following supplemental briefing, that motion to dismiss remains pending. On August 27, 2020, the California Court of Appeal affirmed the district court’s dismissal of the Wessels complaint and the time to seek further appeals has since expired. Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. Hauck et al. Litigation Since January 19, 2018, three putative class action complaints have been filed against the Company in the United States District Court for the Northern District of California: (1) Diana Hauck et al. v. AMD, Inc., Case No. 5:18-cv-0047, filed on January 19, 2018; (2) Brian Speck et al. v. AMD, Inc. , Case No. 5:18-cv-0744, filed on February 4, 2018; and (3) Nathan Barnes and Jonathan Caskey-Medina, et al. v. AMD, Inc. , Case No. 5:18-cv-00883, filed on February 9, 2018. On April 9, 2018, the court consolidated these cases and ordered that Diana Hauck et al. v. AMD, Inc. serve as the lead case. On June 13, 2018, six plaintiffs (from California, Louisiana, Florida, and Massachusetts) filed a consolidated amended complaint alleging that the Company failed to disclose its processors’ alleged vulnerability to Spectre. Plaintiffs further allege that the Company’s processors cannot perform at their advertised processing speeds without exposing consumers to Spectre, and that any “patches” to remedy this security vulnerability will result in degradation of processor performance. The plaintiffs seek damages under several causes of action on behalf of a nationwide class and four state subclasses (California, Florida, Massachusetts, Louisiana) of consumers who purchased the Company’s processors and/or devices containing AMD processors. The plaintiffs also seek attorneys’ fees, equitable relief, and restitution. Pursuant to the court’s order directing the parties to litigate only eight of the causes of action in the consolidated amended complaint initially, the Company filed a motion to dismiss on July 13, 2018. On October 29, 2018, after the plaintiffs voluntarily dismissed one of their claims, the court granted the Company’s motion and dismissed six causes of action with leave to amend. The plaintiffs filed their amended consolidated complaint on December 6, 2018. On January 3, 2019, the Company again moved to dismiss the subset of claims currently at issue. On April 4, 2019, the court granted the Company’s motion and dismissed all claims currently at issue with prejudice. On May 6, 2019, the court granted the parties’ stipulation and request under Fed. R. Civ. P. 54(b) to enter a partial final judgment and certify for appeal the court’s April 4, 2019 dismissal order, and on that same date, the plaintiffs voluntarily dismissed without prejudice their remaining claims pursuant to an agreement whereby, subject to certain terms and conditions, the Company agreed to toll the statute of limitations and/or statute of repose. On May 30, 2019, the plaintiffs filed a Notice of Appeal with the U.S. Court of Appeals for the Ninth Circuit. Briefing has completed for the appeal. On May 15, 2020, the Ninth Circuit affirmed the district court’s ruling dismissing the subset of claims currently at issue against the Company. On August 14, 2020, the district court dismissed the remaining claims with prejudice. Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. Quarterhill Inc. Litigation On July 2, 2018, three entities named Aquila Innovations, Inc. (Aquila), Collabo Innovations, Inc. (Collabo), and Polaris Innovations, Ltd. (Polaris), filed separate patent infringement complaints against the Company in the United States District Court for the Western District of Texas. Aquila alleges that the Company infringes two patents (6,239,614 and 6,895,519) relating to power management; Collabo alleges that the Company infringes one patent (7,930,575) related to power management; and Polaris alleges that the Company infringes two patents (6,728,144 78 and 8,117,526) relating to control or use of dynamic random-access memory, or DRAM. Each of the three complaints seeks unspecified monetary damages, interest, fees, expenses, and costs against the Company; Aquila and Collabo also seek enhanced damages. Aquila, Collabo, and Polaris each appear to be related to a patent assertion entity named Quarterhill Inc. (formerly WiLAN Inc.). On November 16, 2018, AMD filed answers in the Collabo and Aquila cases and filed a motion to dismiss in the Polaris case. On January 25, 2019, the Company filed amended answers and counterclaims in the Collabo and Aquila cases. On July 22, 2019, the Company’s motion to dismiss in the Polaris case was denied. On August 23, 2019, the Court held a claim construction hearing in each case. On May 14, 2020, at the request of Polaris, the Court dismissed all claims related to one of the two patents in suite in the Polaris case. On June 10, 2020, the Court granted AMD’s motions to stay the Polaris and Aquila cases pending the completion of inter partes review of each of the patents-in-suit in those cases by the Patent Trial and Appeals Board. Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. Monterey Research Litigation On November 15, 2019, Monterey Research, LLC filed a patent infringement complaint against the Company in the United States District Court for the District of Delaware. Monterey Research alleges that the Company infringes six U.S. patents: 6,534,805 (related to SRAM cell design); 6,629,226 (related to read interface protocols); 6,651,134 (related to memory devices); 6,765,407 (related to programmable digital circuits); 6,961,807 (related to integrated circuits and associated memory systems); and 8,373,455 (related to output buffer circuits). Monterey Research seeks unspecified monetary damages, enhanced damages, interest, fees, expenses, costs, and injunctive relief against the Company. On January 22, 2020, the Company filed a motion to dismiss part of Monterey Research’s complaint. On February 5, 2020, Monterey Research filed an amended complaint. On February 19, 2020, the Company filed a renewed motion to dismiss part of Monterey Research’s complaint. On October 13, 2020, the Court granted-in-part and denied-in-part the Company’s renewed motion to dismiss. On October 27, 2020, the Company filed its answer to Monterey’s complaint and also filed counterclaims based on Monterey’s breach of the parties’ pre-suit non-disclosure agreement. On December 1, 2020, Monterey filed a motion to dismiss the Company’s counterclaims. On January 5, 2021, the Court granted the Company’s motion to stay the litigation pending inter partes review of the patents-in-suit by the Patent Trial and Appeals Board. Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. City of Pontiac Police and Fire Retirement System Litigation On September 29, 2020, the City of Pontiac Police and Fire Retirement System, an AMD shareholder, filed a shareholder derivative complaint (the “Complaint”) against AMD and the members of its Board of Directors (collectively, “Defendants”) in the United States District Court for the Northern District of California. See City of Pontiac Police and Fire Retirement System v. Caldwell, et al., No. 5:20-cv-6794 (N.D. Cal.). The Complaint alleges that Defendants breached their fiduciary duties, violated Section 14(a) of the Exchange Act of 1934, and were unjustly enriched by misrepresenting the Company’s commitment to diversity, particularly with respect to the composition of the membership of AMD’s Board of Directors and senior leadership team. On December 18, 2020, Defendants filed a motion to dismiss the Complaint. Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. Xilinx Acquisition Litigation On October 26, 2020, the Company, its wholly owned subsidiary, Thrones Merger Sub, Inc., and Xilinx, Inc. (“Xilinx”) entered a definitive agreement (the “Merger Agreement”) in which the Company will acquire Xilinx by merging Thrones Merger Sub, Inc. with and into Xilinx, with Xilinx continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company (the “Proposed Transaction”). See Note 18 of Notes to Consolidated Financial Statements for additional information. On December 3, 2020, the Company and Xilinx filed a Registration Statement on Form S-4 (together with the joint proxy statement and prospectus contained therein, the “Registration Statement”) describing the Proposed Transaction and other related matters. On December 11, 2020, a Xilinx shareholder filed a putative class action in the New York State Supreme Court, New York County, regarding the Proposed Transaction. Nunez v. Xilinx , Case No. 656971/2020 (N.Y. Sup. Ct.). The lawsuit alleges that the Board of Directors of Xilinx breached their fiduciary duties to Xilinx shareholders in connection with the Proposed Transaction 79 by allegedly failing to obtain fair, adequate and maximum consideration for Xilinx shareholders in connection with the Proposed Transaction and by not disclosing certain material information about the Proposed Transaction in the Registration Statement. The lawsuit asserts a single claim against the Company, alleging that it aided and abetted the Xilinx directors’ breach of their fiduciary duties. The lawsuit seeks to enjoin or rescind any transaction with Xilinx as well as certain other equitable relief, unspecified damages and attorneys’ fees and costs. On December 15, 2020, a Xilinx shareholder filed a lawsuit in the United States District Court for the Southern District of New York, regarding the Proposed Transaction. Shumacher v. Xilinx , Case No. 1:20-cv-10595 (S.D.N.Y.). The lawsuit alleges that Xilinx and its Board of Directors disseminated a false and misleading Registration Statement that omitted material information regarding the Proposed Transaction, thereby violating Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The lawsuit also asserts a single claim against the Company, alleging that it acted as a controlling person of Xilinx within the meaning of Section 20(a) of the Exchange Act by virtue of its supervisory control over the composition of the Registration Statement. The lawsuit seeks to enjoin or rescind any transaction with Xilinx as well as certain other equitable relief, unspecified damages and attorneys’ fees and costs. On December 23, 2020, a shareholder of the Company filed a lawsuit in the United States District Court of the Southern District of New York regarding the Proposed Transaction. Vazirani v. Advanced Micro Devices , Case No. 1:20-cv-10894 (S.D.N.Y). The lawsuit alleges that the Company and its Board of Directors disseminated a false and misleading Registration Statement that omitted material information regarding the Proposed Transaction, thereby violating Sections 14(a) and 20(a) of the Exchange Act. The lawsuit seeks to enjoin or rescind any transaction with Xilinx as well as certain other equitable relief, unspecified damages and attorneys’ fees and costs. Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations. Future Link Systems Litigation On December 21, 2020, Future Link Systems, LLC filed a patent infringement complaint against the Company in the United States District Court for the Western District of Texas. Future Link Systems alleges that the Company infringes three U.S. patents: 7,983,888 (related to simulated PCI express circuitry); 6,363,466 (related to out of order data transactions); and 6,622,108 (related to interconnect testing). Future Link Systems seeks unspecified monetary damages, enhanced damages, interest, fees, expenses, costs, and injunctive relief against the Company. Based upon information presently known to management, the Company believes that the potential liability, if any, will not have a material adverse effect on its financial condition, cash flows or results of operations . Environmental Matters The Company is named as a responsible party on Superfund clean-up orders for three sites in Sunnyvale, California that are on the National Priorities List. Since 1981, the Company has discovered hazardous material releases to the groundwater from former underground tanks and proceeded to investigate and conduct remediation at these three sites. The chemicals released into the groundwater were commonly used in the semiconductor industry in the United States in the wafer fabrication process prior to 1979. In 1991, the Company received Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board relating to the three sites. The Company has entered into settlement agreements with other responsible parties on two of the orders. During the term of such agreements, other parties have agreed to assume most of the foreseeable costs as well as the primary role in conducting remediation activities under the orders. The Company remains responsible for additional costs beyond the scope of the agreements as well as all remaining costs in the event that the other parties do not fulfill their obligations under the settlement agreements. To address anticipated future remediation costs under the orders, the Company has computed and recorded an estimated environmental liability of approximately $ 4 million and has not recorded any potential insurance recoveries in determining the estimated costs of the cleanup. The progress of future remediation efforts cannot be predicted with certainty and these costs may change. The Company believes that any amount in addition to what has already been accrued would not be material. Other Legal Matters The Company is a defendant or plaintiff in various actions that arose in the normal course of business. With respect to these matters, based on the management’s current knowledge, the Company believes that the amount or range 80 of reasonably possible loss, if any, will not, either individually or in the aggregate, have a material adverse effect on the Company’s financial position, results of operations, or cash flows. NOTE 18 – Pending Acquisition On October 26, 2020 , the Company entered into an Agreement and Plan of Merger (the Merger Agreement),with Thrones Merger Sub, Inc., a wholly owned subsidiary of the Company (Merger Sub), and Xilinx, Inc.(Xilinx), whereby Merger Sub will merge with and into Xilinx (the Merger), with Xilinx surviving such Merger as a wholly owned subsidiary of the Company. Under the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of common stock of Xilinx (Xilinx Common Stock) issued and outstanding immediately prior to the Effective Time (other than treasury shares and any shares of Xilinx Common Stock held directly by the Company or Merger Sub) will be converted into the right to receive 1.7234 fully paid and non-assessable shares of common stock of the Company and, if applicable, cash in lieu of fractional shares, subject to any applicable withholding. As of the signing of the Merger Agreement, the transaction was valued at $ 35 billion. The actual valuation of the transaction could differ significantly from the estimated amount due to movements in the price of the Company’s common stock, the number of shares of Xilinx common stock outstanding on the closing date of the Merger and other factors . Under the Merger Agreement, the Company 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 the Company’s board of directors has changed its recommendation. The Company 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 prior to 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). The closing of the Merger is subject to customary conditions, including regulatory approval and approval by the stockholders of both the Company and Xilinx. The Merger is currently expected to close by the end of calendar year 2021. 81 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Advanced Micro Devices, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Advanced Micro Devices, Inc. (the Company) as of December 26, 2020 and December 28, 2019, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 26, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 26, 2020 and December 28, 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 26, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 26, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 29, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 82 Inventory Valuation Description of the Matter At December 26, 2020, the Company’s net inventory balance was $1,399 million. As discussed in Note 2 of the consolidated financial statements, the Company adjusts the inventory carrying value to the lower of actual cost or the estimated net realizable value after completing ongoing reviews of on-hand inventory quantities in excess of forecasted demand, by considering recent historical activity as well as anticipated or forecasted demand. Auditing management’s inventory carrying value adjustments involved significant judgment because the estimates are based on a number of factors that are affected by market, industry, and competitive conditions outside the Company's control. In particular, in estimating inventory carrying value adjustments, management developed assumptions such as forecasts of future sales quantities and the selling prices, which are sensitive to the competitiveness of product offerings, customer requirements, and product life cycles. These significant assumptions are forward-looking and could be affected by future economic and market conditions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company's inventory carrying value adjustment determination process, including the basis for developing above described assumptions and management’s judgments. Our audit procedures included, among others, testing the reasonableness of management’s key assumptions and judgments and testing the accuracy and completeness of the underlying data used to determine the amount of inventory carrying value adjustments. For instance, we compared the quantities and carrying value of on-hand inventories to related unit sales, both historical and forecasted, assessed the reasonableness of management’s estimates of future sales prices by analyzing historical sales and evaluating any factors that may impact sales prices, and evaluated the appropriateness and adequacy of management’s adjustments to such sales forecasts by analyzing potential technological changes in line with product life cycles and/or identified alternative customer uses. We also assessed the accuracy of forecasts underlying management's estimates by comparing management’s historical forecasts to actual results, evaluated industry and market factors and performed sensitivity analyses over the significant assumptions used by management to evaluate necessary changes in the inventory carrying value adjustments. Deferred Tax Asset Valuation Allowance Description of the Matter As discussed in Note 13 to the consolidated financial statements, at December 26, 2020, the Company carried deferred tax assets of $1,420 million, net of a $1,576 million valuation allowance. Deferred tax assets are reduced by a valuation allowance if, based on the weight of all available evidence, in management’s judgment it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. Once established, the valuation allowance is released when, based on the weight of all available evidence, management concludes that related deferred tax assets are more likely than not to be realized. In 2020, management concluded sufficient positive evidence exists to release a portion of the valuation allowance related to U.S. deferred tax assets, resulting in an income tax benefit of $1,301 million in 2020. Auditing management's analysis of the realizability of the deferred tax assets was complex and highly judgmental because the assessment process involves significant judgment and subjective evaluation of assumptions that may be affected by future operations of the Company, market or economic conditions. 83 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls that address the risks of material misstatement relating to the realizability of deferred tax assets, including controls over management’s evaluation of the nature of its tax attributes and projections of the future reversal of existing taxable temporary differences and future taxable income. We evaluated the Company's assessment of the realizability of its U.S. deferred tax assets and the resultant release of valuation allowance. Our audit procedures included, among others, evaluation of the nature of the Company’s tax attributes, application of the technical tax guidance related to attributes subject to additional limitation, projections of the future reversal of existing taxable temporary differences and assumptions used by the Company to assess reliability of its projected future taxable income. We compared the projections of future taxable income with the actual results of prior periods and assessed management's consideration of current industry and economic trends. We also compared the projections of future taxable income with other forecasted financial information prepared by the Company. Further, we tested the completeness and accuracy of the underlying data used in the Company’s projections. We involved our tax professionals with specialized skills and knowledge to evaluate the Company’s assessment of the scheduling of the reversal of existing temporary taxable differences and carryforward amounts and the carryforward lives of its deferred tax assets, and whether the estimated future sources of taxable income were of the appropriate character to utilize the deferred tax assets in the relevant time period. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1970. San Jose, California January 29, 2021 84 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Advanced Micro Devices, Inc. Opinion on Internal Control over Financial Reporting We have audited Advanced Micro Devices, Inc.’s internal control over financial reporting as of December 26, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Advanced Micro Devices, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 26, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 26, 2020 and December 28, 2019, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 26, 2020, and the related notes and our report dated January 29, 2021 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Jose, California January 29, 2021 85 Supplementary Financial Information (unaudited) The Company uses a 52- or 53-week fiscal year ending on the last Saturday in December. All quarters of 2020 and 2019 consisted of 13 weeks. (In millions, except per share amounts) 2020 2019 Dec 26 Sep 26 June 27 Mar 28 Dec 28 Sep 28 June 29 Mar 30 Net revenue $ 3,244 $ 2,801 $ 1,932 $ 1,786 $ 2,127 $ 1,801 $ 1,531 $ 1,272 Cost of sales 1,793 1,571 1,084 968 1,178 1,024 910 751 Gross profit 1,451 1,230 848 818 949 777 621 521 Research and development 573 508 460 442 395 406 373 373 Marketing, general and administrative 308 273 215 199 206 185 189 170 Licensing gain — — — — — — — ( 60 ) Operating income 570 449 173 177 348 186 59 38 Interest expense ( 9 ) ( 11 ) ( 14 ) ( 13 ) ( 18 ) ( 24 ) ( 25 ) ( 27 ) Other income (expense), net ( 15 ) ( 37 ) 1 4 ( 125 ) ( 36 ) 3 ( 7 ) Income before income taxes 546 401 160 168 205 126 37 4 Income tax provision (benefit) (1) ( 1,232 ) 12 4 6 35 7 2 ( 13 ) Equity income (loss) in investee 3 1 1 — — 1 — ( 1 ) Net income $ 1,781 $ 390 $ 157 $ 162 $ 170 $ 120 $ 35 $ 16 Earnings per share Basic $ 1.48 $ 0.33 $ 0.13 $ 0.14 $ 0.15 $ 0.11 $ 0.03 $ 0.01 Diluted $ 1.45 $ 0.32 $ 0.13 $ 0.14 $ 0.15 $ 0.11 $ 0.03 $ 0.01 Shares used in per share calculation Basic 1,205 1,184 1,174 1,170 1,140 1,097 1,084 1,044 Diluted 1,226 1,215 1,227 1,224 1,188 1,117 1,109 1,094 (1) During the fourth quarter of 2020, the Company recognized a $ 1.3 billion income tax benefit upon the release of a portion of the valuation allowance on U.S. deferred tax assets. 86 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.