Obligation Advanced Micro Devices Inc 7.5% ( US007903AX53 ) en USD

Advanced Micro Devices Inc

98.59 % ⇌

Etats-unis

US007903AX53 ( en USD )

7.5% par an ( paiement semestriel )

14/08/2022 - Obligation échue

Prospectus brochure de l'obligation Advanced Micro Devices Inc US007903AX53 en USD 7.5%, échue

2 000 USD

336 784 000 USD

007903AX5

BB+ ( Spéculatif )

Baa3 ( Qualité moyenne inférieure )

L'Obligation émise par Advanced Micro Devices Inc ( Etats-unis ) , en USD, avec le code ISIN US007903AX53, paye un coupon de 7.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/08/2022

L'Obligation émise par Advanced Micro Devices Inc ( Etats-unis ) , en USD, avec le code ISIN US007903AX53, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Advanced Micro Devices Inc ( Etats-unis ) , en USD, avec le code ISIN US007903AX53, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-187768
PROSPECTUS

Advanced Micro Devices, Inc.
OFFER TO EXCHANGE
$500,000,000 principal amount of its
7.50% Senior Notes due 2022
which have been registered under the Securities Act,
for any and all of its outstanding 7.50% Senior Notes due 2022

·
The exchange offer expires at 5:00 p.m., New York City time, on June 3, 2013, unless extended.
·
We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of a new series of notes that are
registered under the Securities Act.
·
The exchange offer is not subject to any conditions other than that it not violate applicable law or any applicable interpretation of the staff of the SEC.
·
You may withdraw tenders of outstanding notes at any time before the exchange offer expires.
·
The exchange of notes will not be a taxable event for U.S. federal income tax purposes.
·
We will not receive any proceeds from the exchange offer.
·
The terms of the new series of notes are substantially identical to the terms of the outstanding notes, except for transfer restrictions and registration rights relating
to the outstanding notes.
·
You may tender outstanding notes only in denominations of $2,000 and integral multiples of $1,000.
·
Our affiliates may not participate in the exchange offer.
·
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with
resales of new notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities.
·
The exchange offer will be conducted in compliance with the Depository Trust Company's Automated Tender Offer Program, or ATOP, procedures; the exchange
offer will be conducted without the use of a letter of transmittal or notice of guaranteed delivery.
Please refer to "Risk factors" beginning on page 14 of this prospectus for a description of the risks you should consider when evaluating this exchange offer.
We are not making this exchange offer in any jurisdiction where it is not permitted.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 3, 2013.
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Table of contents

Page

Page
Prospectus summary

1

Book-entry; delivery and form

90
Risk factors

14
Certain U.S. federal income tax considerations

93
The exchange offer

36
Plan of distribution

94
Use of proceeds

45
Legal matters

94
Capitalization

46
Experts

94
Selected historical consolidated financial data

47
Available information

95
Description of certain indebtedness

49
Incorporation by reference

96
Description of the notes

52

We have not authorized any dealer, salesperson or other people to give any information or to make any representations to you other than the information contained in this
prospectus. You must not rely on any information or representations not contained in this prospectus as if we had authorized it. This prospectus does not offer to sell or
solicit an offer to buy any securities other than the registered notes to which it relates, nor does it offer to buy any of these notes in any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation in such jurisdiction.
The information contained in this prospectus is current only as of the date on the cover page of this prospectus, and may change after that date.
This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is
available without charge to you upon written or oral request. If you would like a copy of any of this information, please submit your request to Advanced Micro
Devices, Inc., One AMD Place, Sunnyvale, California 94088, Attention: Legal Department, or call (408) 749-4000 and ask to speak to someone in our Legal
Department. In addition, to obtain timely delivery of any information you request, you must submit your request no later than May 24, 2013, which is five
business days before the date the exchange offer expires.
Market and industry data
Market and industry data included or incorporated by reference in this prospectus were obtained from a combination of third-party industry data and good faith
estimates of management based on these data. While we believe these industry data and estimates of management are reliable, we have not independently verified this
data. Accordingly, we do not make any representations as to the accuracy or completeness of these data. We are not aware of any misstatements regarding market or
industry data contained in this prospectus; however, such data involves risks and uncertainties and is subject to change based on various factors, including those factors
discussed in "Risk factors" in this prospectus.
Trademarks
AMD, the AMD Arrow logo, ATI, the ATI logo, AMD Athlon, AMD Opteron, AMD Phenom, AMD Sempron, AMD Turion, FirePro, FireStream, Radeon, and
combinations thereof are trademarks of Advanced Micro Devices, Inc. Microsoft, Windows, and DirectX are registered trademarks of Microsoft Corporation in the
United States and/or other jurisdictions. Other names are for informational purposes only and are used to identify companies and products and may be trademarks of
their respective owners.

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Forward-looking statements
Discussions contained in this prospectus and the documents incorporated by reference in this prospectus include forward-looking statements. These forward-looking
statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from
expectations. These forward-looking statements should not be relied upon as predictions of future events as we cannot assure you that the events or circumstances
reflected in these statements will be achieved or will occur. You can identify forward-looking statements by the use of forward-looking terminology including
"believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "pro forma," "estimates," or "anticipates" or the negative of these words and phrases or
other variations of these words and phrases or comparable terminology. The forward-looking statements relate to, among other things: demand for our products; the
growth, change and competitive landscape of the markets in which we participate; our ability to obtain external financing on favorable terms, or at all; the nature and
extent of our future payments to GLOBALFOUNDRIES Inc., or GLOBALFOUNDRIES, under the wafer supply agreement, or the WSA, and the materiality of these
payments; our ability to negotiate future amendments to the WSA; PC market conditions; our restructuring plan implemented in the fourth quarter of 2012, including, cash
expenditures, and operational savings; the level of international sales as compared to total sales; our ability to sell our auction rate securities within the next twelve
months; that our first ARM technology-based AMD OpteronTM processor for servers is targeted for production in 2014; that our cash, cash equivalents and marketable
securities and available external financing will be sufficient to fund our operations, including capital expenditures, over the next twelve months; our dependence on a
small number of customers; our hedging strategy; and the timing of the implementation of certain ENERGYSTAR specifications. Material factors and assumptions that
were applied in making these forward-looking statements include, without limitation, the following: the expected rate of market growth and demand for our products
and technologies (and the mix thereof); GLOBALFOUNDRIES's manufacturing yields and wafer volumes; our expected market share; our expected product costs and
average selling price; our overall competitive position and the competitiveness of our current and future products; our ability to introduce new products, consistent with
our current roadmap; our ability to raise sufficient capital on favorable terms; our ability to make additional investment in research and development and that such
opportunities will be available; our ability to realize the anticipated benefits of our fabless business model; the expected demand for computers; and the state of credit
markets and macroeconomic conditions. Material factors that could cause actual results to differ materially from current expectations include, without limitation, the
following: that Intel Corporation's pricing, marketing and rebating programs, product bundling, standard setting, new product introductions or other activities may
negatively impact our plans; that we will require additional funding and may be unable to raise sufficient capital on favorable terms, or at all; that customers stop buying
our products or materially reduce their operations or demand for our products; that we may be unable to develop, launch and ramp new products and technologies in the
volumes that are required by the market at mature yields on a timely basis; that our third party foundry suppliers will be unable to transition our products to advanced
manufacturing process technologies in a timely and effective way or to manufacture our products on a timely basis in sufficient quantities and using competitive process
technologies; that we will be unable to obtain sufficient manufacturing capacity or components to meet demand for our products or will not fully utilize our projected
manufacturing capacity needs at GLOBALFOUNDRIES's microprocessor manufacturing facilities; that our requirements for wafers will be less than the fixed number
of wafers that we agreed to purchase from GLOBALFOUNDRIES or GLOBALFOUNDRIES encounters problems that significantly reduce the number of functional die
we receive from each wafer; that we are unable to successfully implement our long-term business strategy; that we inaccurately estimate the quantity or type of products
that our customers will want in the future or will ultimately end up purchasing, resulting in excess or obsolete inventory; that we are unable to manage the risks related
to the use of our third-party distributors and add-in-board (AIB) partners or offer the appropriate incentives to focus them on the sale of our products; that we may be
unable to maintain the level of investment in research and development that is required to remain competitive; that there may be unexpected variations in market growth
and demand for our products and technologies in light of the product mix that we may have available at any particular time; that global business and economic
conditions will not improve or will worsen; that PC market conditions do not improve or will worsen; that demand for computers will be lower than currently
expected; and the effect of political or economic instability, domestically or internationally, on our sales or supply chain.

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See "Risk factors" in this prospectus, as well as such other risks and uncertainties as are detailed in our other documents incorporated by reference in this prospectus,
for a discussion of the factors that could cause actual results to differ materially from the forward-looking statements. You are cautioned not to place undue reliance on
forward-looking statements, which reflect management's analysis only. We assume no obligation to update forward-looking statements.

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Prospectus summary
This summary highlights selected information contained or incorporated by reference in this prospectus. This summary is not complete and does not contain
all the information that you should consider before exchanging your notes. You should read this entire prospectus, including the risk factors included
elsewhere in this prospectus, as well as the information incorporated by reference, including the financial statements, before exchanging your notes.
References in and incorporated by reference into this prospectus to "us," "we," "our," the "Company" or "AMD" shall mean Advanced Micro Devices, Inc.
and its consolidated subsidiaries, unless otherwise indicated or the context otherwise requires.
Our business
We are a global semiconductor company with facilities around the world. Within the global semiconductor industry, we offer primarily:
· x86 microprocessors, as standalone devices or as incorporated as an accelerated processing unit, or APU, for the commercial and consumer markets,
embedded microprocessors for commercial, commercial client and consumer markets and chipsets for desktop and mobile devices, including mobile
personal computers, or PCs, and tablets, professional workstations and servers; and
· graphics, video and multimedia products for desktop and mobile devices, including mobile PCs and tablets, home media PCs and professional workstations,
servers and technology for game consoles.
For the fiscal year ended December 29, 2012, we had consolidated net revenue of approximately $5.4 billion and consolidated net loss of approximately $1.2
billion. Our cash, cash equivalents and marketable securities as of December 29, 2012, including $181 million of long-term marketable securities, were
approximately $1.2 billion.
Our common stock is listed on the New York Stock Exchange under the trading symbol "AMD."
Our products
We offer products across two major markets within the semiconductor industry: the microprocessor market and the graphics market. Within the microprocessor
market, we offer single-core and multi-core microprocessor products for servers, mobile devices and desktop PCs, designed with both 32-bit and 64-bit
processing capabilities. We also offer embedded processors designed to address customer needs in PC-adjacent markets such as enterprise class
telecommunications, networking, security, storage systems, thin-clients and other similar applications where key features include low cost, mobility, low power
and small form factor. Our portfolio of chipset products includes integrated graphics processor, or IGP, chipsets and discrete chipsets for desktop and mobile PCs,
servers and embedded platforms. Within the graphics market, our customers generally use our graphics processing units, or GPUs, to increase the speed of
rendering images and to improve image resolution and color definition. We develop our products for use in desktop and mobile PCs, professional workstations,
servers and gaming consoles.
Microprocessor overview
A microprocessor is an integrated circuit, or IC, that serves as the central processing unit, or CPU, of a computer. It generally consists of millions of transistors
that process data and control other devices in the system, acting as the brain of the computer. The performance of a microprocessor is a critical factor impacting the
performance of a computer and numerous other electronic systems. The principal indicators of CPU performance are work-per-cycle, or how many instructions are
executed per cycle, clock speed, representing the rate at which a CPU's internal logic operates, measured in units of gigahertz, or billions of cycles per second,
and power consumption. Other factors impacting microprocessor performance include the number of CPUs, or cores, on a microprocessor, the bit rating of the
microprocessor, memory size and data access speed.

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While general purpose computer architectures based on the x86 architecture are sufficient for many customers, we believe that an architecture that optimizes the
use of a CPU and graphics processing unit, or GPU, for a given workload can provide a substantial improvement in user experience, performance and energy
efficiency. As the volume of digital media increases, we believe end users can benefit from an accelerated computing architecture. An accelerated computing
architecture enables "offloading" of selected tasks, thereby optimizing the use of multiple computational units such as the CPU and GPU, depending on the
application or workload. For example, serial workloads are better suited for CPUs, while highly parallel tasks may be better performed by a GPU. Our AMD
Accelerated Processing Unit, or APU, combines our CPU and GPU onto a single piece of silicon. We believe that high performance computing workloads,
workloads that are visual in nature and even traditional applications, such as photo and video editing or other multi-media applications, can benefit from our
accelerated computing architecture. We design our APUs for improved visual computing, security, performance-per-watt and smaller device form factors. Having
the CPU and GPU on the same chip reduces the power requirements and bill of materials, speeds the flow of data between the CPU and GPU through shared
memory and allows the GPU to function as both a graphics engine and an application accelerator in highly efficient computing platforms.
Microprocessor products
We currently base our microprocessors and chipsets on the x86 instruction set architecture and AMD's Direct Connect Architecture, which connects an on-chip
memory controller and input/output, or I/O, channels directly to one or more microprocessor cores.
We design our CPUs and APUs to be compatible with operating system software such as the Microsoft® Windows® family of operating systems, Linux®,
NetWare®, Solaris and UNIX.
We currently design, develop and sell microprocessor products for servers, desktop PCs and mobile devices, including mobile PCs and tablets.
Server: Our microprocessors for servers consist primarily of our multi-core AMD OpteronTM processors. Our AMD Opteron 6300 4300, and 3300 series
processors are based on "Piledriver," our next generation high performance x86 multi-core architecture. These processors can be used in a variety of server
applications, including enterprise resource planning, customer relationship management advanced scientific or engineering models. In addition, with our
acquisition of SeaMicro, Inc. in March 2012, we offer ultra-high density server platforms for cost and power-conscious applications consisting of AMD's
SeaMicro SM 10000TM, SM 15000TM server chassis, as well as AMD's SeaMicro FreedomTM fabric storage of systems.
Mobile devices: Our APUs for mobile PC platforms consist of our AMD Elite A-Series APU, our performance, mainstream AMD A-Series APU, the AMD
E-Series APU for everyday performance, the AMD C-Series APU for HD internet experiences in small form factors, and the AMD ZSeries APU for
Windows-based tablets. Our APUs for mobile platforms combine discrete-level graphics, dedicated HD video processing and multi-core CPU processors on a
single die for maximum performance and power efficiency in the smallest space.
Our CPUs for mobile PC platforms consist of the AMD PhenomTM II Mobile Processor, AMD TurionTM X2 Mobile Processor, AMD Turion II Mobile Processor,
AMD Turion II Ultra Mobile Processor, AMD AthlonTM II processor, and the Mobile AMD SempronTM processor.
Desktop: Our APUs for desktop PC platforms consist primarily of the AMD A-Series APUs and the AMD E-Series APU. We designed the desktop AMD A-Series
APU for mainstream desktop platforms, and it is available primarily in quad- and dual-core versions with a variety of discrete-level graphics configurations. Our
second generation AMD A-Series APU is based on "Piledriver" x86 multi-core architecture.

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Our CPUs for desktop PC platforms also consist of the following: AMD FX processors based on the "Bulldozer" and "Piledriver" x86 multi-core architecture,
which are available in quad- and dual-core technology, AMD Athlon II processors, which are available in quad-, triple- and dual- core versions, and AMD
Sempron processors, which are available in limited quantities and in select regions.
Embedded processor products: Our embedded platforms include options from the AMD Opteron, AMD Athlon and AMD Sempron processor families; the AMD
Embedded G-Series and R-Series, which are the embedded version of our APUs; the AMD RadeonTM graphics processor family; and numerous AMD chipsets.
These products are part of the AMD Longevity Program, which provides for an availability period of up to five years in some cases in order to support lengthy
development and qualification cycles and long-term life of the system in the market. Typically, our embedded products are used in applications that require high to
moderate levels of performance where key features include low cost, mobility, low power and small form factor.
Chipset products: Our portfolio of chipset products includes chipsets with and without IGPs for desktop PCs and servers, and AMD Controller Hub-based
chipsets for our APUs. We offer AMD A50-Series, A60-Series and A70-Series chipsets for our mobile PC platforms. As well, we offer AMD 9-Series, 8-Series,
7-Series Discrete and AMD 7-Series Integrated chipsets for desktop PCs. Chipsets send data between the microprocessor and input, display and storage devices,
such as the keyboard, mouse, monitor, hard drive and CD or DVD drive. Chipsets perform essential logic functions, such as balancing the performance of the
system and removing bottlenecks, and extend the graphics, audio, video and other capabilities of computer systems. All desktop and mobile PCs as well as servers
incorporate a chipset. Our APU architecture replaces an IGP-type chipset with an AMD Fusion Controller Hub chip which performs the input and output functions
of the chipset.
Graphics overview
The semiconductor graphics market addresses the need for visual or parallel processing in various computing and entertainment platforms such as desktop PCs,
mobile PCs and workstations. Users of these products value a rich visual experience, particularly in the high-end enthusiast market where consumers often seek out
the fastest and highest performing visual processing products to enable the most compelling and immersive experiences. Moreover, for many consumers, the PC is
evolving from a traditional data processing and communications device to an entertainment platform. Visual realism and graphical display capabilities are key
elements of product differentiation among various product platforms. This has led to the increasing creation and use of processing intensive multimedia content for
PCs and to manufacturers designing PCs for playing games, displaying photos and capturing TV and other multimedia content, viewing online videos, photo editing
and managing digital content. In turn, the trend has contributed to the development of higher performance graphics solutions.
The primary product of a semiconductor graphics supplier is the GPU. The GPU is specifically architected for high performance graphics processing, unlike the
CPU. In this way, a dedicated GPU and CPU work in tandem to increase overall speed and performance of the system. A graphics solution can be in the form of
either an APU, discrete GPU, an IGP, or a combination of a GPU with one of the forgoing products working in tandem.
Graphics products
Our customers generally use our graphics solutions to increase the speed of rendering images and to improve image resolution and color definition. We develop
our products for use in desktop and mobile PCs, professional workstations, servers and gaming consoles. With each of our graphics products, we provide drivers
and supporting software packages that enable the effective use of these products under a variety of operating systems and applications. In addition, our recent
generation graphics products have Linux® driver support.

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Discrete desktop graphics: Our discrete GPUs for desktop PCs include the AMD Radeon HD 8000 series, AMD Radeon HD 7000 series, AMD Radeon HD
6000 series, ATI Radeon HD 5000 series, ATI Radeon HD 4000 series and ATI Radeon HD 3000 series. The AMD Radeon HD 7770, 7870 and 7970 GHz
Edition, and the AMD Radeon HD 7750, 7700 and 7850 GPUs are based on 28 nm process technology and our Graphics Core Next, or GCN, architecture. GCN
architecture is our first design specifically engineered for general computing, enabling a GPU to handle workloads and programming languages traditionally
exclusive to the CPU.
Discrete mobile graphics: Our discrete GPUs for mobile PCs include the following: AMD Radeon HD 8000M series, AMD Radeon HD 7000M series, AMD
Radeon HD 6000M series, ATI Mobility Radeon HD 5000 series and ATI Mobility Radeon HD 4000 series. AMD Radeon HD 7900M, HD7800M and HD
7700M series GPUs are all based on 28 nm process technology and our GCN architecture. When selecting a graphics solution, key considerations for mobile PC
manufacturers are graphics performance, visual experience, power efficiency, dedicated memory support and ease of design integration.
Professional graphics: Our AMD FireProTM family of professional graphics products consist of 3D and 2D multi-view graphics cards and GPUs that we designed
for integration in mobile and desktop workstations, as well as business PCs. We designed our AMD FirePro 3D graphics cards for demanding applications such as
those found in the CAD and digital content creation (DCC) markets, with drivers specifically tuned for maximum performance, stability and reliability across a
wide range of software packages. We designed our AMD FirePro 2D graphics cards with dual and quad display outputs for financial and corporate environments.
We also provide graphics products for the server market where we leverage our graphics expertise and align our offerings to provide the stability, video quality
and bus architectures desired by our customers.
FireStream processors: We designed our AMD FireStreamTM series of products to utilize the parallel stream processing power of the GPU for heavy
floating-point computations and to meet the requirements of various industries, such as the high-performance computing and the scientific and financial sectors.
Game consoles: We leverage our core visual processing technology into the game console market by licensing customized GPUs for graphics in videogame
consoles such as the Microsoft® Xbox 360TM, Nintendo Wii and Wii U from Nintendo and customized APUs in game consoles, such as the Sony PlayStation4.
Customers
Our microprocessor customers consist primarily of original equipment manufacturers, or OEMs, original design manufacturers, or ODMs, system builders and
independent distributors in both domestic and international markets. ODMs provide design and/or manufacturing services to branded and unbranded private label
resellers, OEMs and system builders. Our graphics products customers include the foregoing as well as add-in-board, or AIB, manufacturers.
Customers of our chipset products consist primarily of PC and server OEMs, often through ODMs or other contract manufacturers who build the OEM
motherboards, as well as desktop and server motherboard manufacturers who incorporate chipsets into their channel motherboards.
Our sales and marketing teams work closely with our customers to define product features, performance and timing of new products so that the products we are
developing meet the needs of our customers. We also employ application engineers to assist our customers in designing, testing and qualifying system designs that
incorporate our products in order to assist in optimizing product compatibility. We believe that our commitment to customer service and design support improves
our customers' time-to-market and fosters relationships that encourage customers to use the next generation of our products.

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Original equipment manufacturers: We focus on three types of OEMs: multi-nationals, selected regional accounts and target market customers. Large multi-
nationals and regional accounts are our core OEM customers. Our OEM customers include numerous foreign and domestic manufacturers of servers and
workstations, desktop and mobile PCs, and PC motherboards.
Third-party distributors: Our authorized distributors resell to sub-distributors and mid-sized and smaller OEMs and ODMs. Typically, distributors handle a wide
variety of products, including those that compete with our products. Distributors typically maintain an inventory of our products.
AIB manufacturers and system integrators: We strive to establish and broaden our relationships with AIB manufacturers. We offer component-level graphics and
chipset products to AIB manufacturers who in turn build and sell board-level products using our technology to system integrators, or SIs, and at retail. We also sell
directly to our SI customers. SIs typically sell from positions of regional or product-based strength in the market. They usually operate on short design cycles and
can respond quickly with new technologies. SIs often use discrete graphics solutions as a means to differentiate their products and add value to their customers.
Competition
Generally, the IC industry is intensely competitive. Products typically compete on product quality, power consumption (including battery life), reliability, speed,
performance, size (or form factor), cost, selling price, adherence to industry standards (and the creation of open industry standards), software and hardware
compatibility and stability, brand recognition, timely product introductions and availability. Technological advances in the industry result in frequent product
introductions, regular price reductions, short product life cycles and increased product capabilities that may result in significant performance improvements. Our
ability to compete depends on our ability to develop, introduce and sell new products or enhanced versions of existing products on a timely basis and at
competitive prices, while reducing our costs.
Competition in the microprocessor market
Intel Corporation has dominated the market for microprocessors for many years. Intel's market share, margins and significant financial resources enable it to
market its products aggressively, to target our customers and our channel partners with special incentives, and to discipline customers who do business with us.
These aggressive activities have in the past and are likely in the future to result in lower unit sales and a lower average selling price for our products and
adversely affect our margins and profitability.
Intel exerts substantial influence over computer manufacturers and their channels of distribution through various brand and other marketing programs. As a result of
Intel's dominant position in the microprocessor market, Intel has been able to control x86 microprocessor and computer system standards and benchmarks and to
dictate the type of products the microprocessor market requires of us. Intel also dominates the computer system platform, which includes core logic chipsets,
graphics chips, motherboards and other components necessary to assemble a computer system. Original Equipment Manufacturers (OEMs), that purchase
microprocessors for computer systems are highly dependent on Intel, less innovative on their own and, to a large extent, are distributors of Intel technology.
Additionally, Intel is able to drive de facto standards for x86 microprocessors that could cause us and other companies to have delayed access to such standards.
Intel has substantially greater financial resources than we do and accordingly spends substantially greater amounts on marketing and research and development than
we do. We expect Intel to maintain its dominant position and to continue to invest heavily in marketing, research and development, new manufacturing facilities and
other technology companies. To the extent Intel manufactures a significantly larger portion of its

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microprocessor products using more advanced process technologies, or introduces competitive new products into the market before we do, we may be more
vulnerable to Intel's aggressive marketing and pricing strategies for microprocessor products.
Intel also leverages its dominance in the microprocessor market to sell its integrated graphics chipsets. Intel manufactures and sells integrated graphics chipsets
bundled with their microprocessors and is a dominant competitor with respect to this portion of our business. Intel could also take actions that place our discrete
GPUs at a competitive disadvantage, including giving one or more of our competitors in the graphics market, such as Nvidia Corporation, preferential access to its
proprietary graphics interface or other useful information.
As long as Intel remains in this dominant position, we may be materially adversely affected by Intel's:
· business practices, including rebating, and allocation strategies and pricing actions, designed to limit our market share and margins;
· product mix and introduction schedules;
· product bundling, marketing and merchandising strategies;
· exclusivity payments to its current and potential customers and channel partners;
· control over industry standards, PC manufacturers and other PC industry participants, including motherboard, memory, chipset and basic input/output system,
or BIOS, suppliers and software companies as well as the graphics interface for Intel platforms; and
· marketing and advertising expenditures in support of positioning the Intel brand over the brand of its OEM customers.
Intel's dominant position in the microprocessor market and integrated graphics chipset market, its existing relationships with top-tier OEMs and its aggressive
marketing and pricing strategies could result in lower unit sales and a lower average selling price for our products, which could have a material adverse effect on
us.
Other competitors include companies providing or developing ARM-based designs as relatively low cost and low power processors for the computing market
including netbooks, tablets and thin client form factors, as well as dense servers, set-top boxes and gaming consoles. ARM Holdings designs and licenses its ARM
architecture and offers supporting software and services. Our ability to compete with companies who use ARM-based solutions depends on our ability to design
energy-efficient, high-performing products at an attractive price point. In addition, Nvidia builds custom CPU cores based on ARM architecture to support tablets
and small form factor PCs, servers, workstations and super computers.
Competition in the chipset market
In the chipset market, our competitors include suppliers of integrated graphics chipsets. PC manufacturers use integrated chipsets because they cost less than
traditional discrete GPUs while offering acceptable graphics performance for most mainstream PC users. Intel manufactures and sells integrated graphics chipsets
bundled with their microprocessors and is a dominant competitor in this market.
Competition in the graphics market
In the graphics market, our competitors include suppliers of discrete graphics, embedded graphics processors and IGPs. Intel manufactures and sells embedded
graphics processors and IGP chipsets, and is a dominant competitor with respect to this portion of our business.

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