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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
(MARK ONE)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934.
FOR THE FISCAL YEAR ENDED DECEMBER 26, 1993
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM
---------------TO
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COMMISSION FILE NUMBER 1-7882
ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1692300
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
ONE AMD PLACE
SUNNYVALE, CALIFORNIA 94088-3453
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 732-2400
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Securities registered pursuant to Section 12(b) of the Act:
(NAME OF EACH EXCHANGE ON
(TITLE OF EACH CLASS) WHICH REGISTERED)
$.01 PAR VALUE COMMON STOCK NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
DEPOSITARY CONVERTIBLE EXCHANGEABLE NEW YORK STOCK EXCHANGE
PREFERRED SHARES
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Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes No
X
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /X/
Aggregate market value of the voting stock
held by nonaffiliates as of February 28, 1994.
$1,980,075,847
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
92,627,503 SHARES AS OF FEBRUARY 28, 1994.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Shareholders for the fiscal year ended
December 26, 1993, are incorporated into Parts I, II and IV hereof.
(2) Portions of the Proxy Statement dated on or before March 27, 1994, for the
Annual Meeting of Stockholders to be held on April 27, 1994 are incorporated
into Part III hereof.
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PART I
ITEM 1. BUSINESS
GENERAL
Advanced Micro Devices, Inc. was incorporated under the laws of the state
of Delaware on May 1, 1969. The mailing address of its executive offices is One
AMD Place, P.O. Box 3453, Sunnyvale, California 94088-3453, and its telephone
number is (408) 732-2400. Unless otherwise indicated, the terms "Advanced Micro
Devices," the "Corporation" and "AMD" in this report refer to Advanced Micro
Devices, Inc. and its subsidiaries.
The Corporation designs, develops, manufactures and markets complex
monolithic integrated circuits for use by manufacturers of a broad range of
electronic equipment and systems.
PRODUCTS
The Corporation's products are primarily standard or catalog items or are
made from designs based on such items, as opposed to custom circuits designed
for a single customer. While a substantial portion of AMD's products are still
standard or catalog items, many of the recently developed devices are designed
for specific applications such as telecommunications, personal computers,
engineering workstations, optical disk memory or local area networks. As a
service to major customers, the Corporation modifies portions of these
application-specific devices to meet specific customer needs. The resulting
"semi-standard" devices are produced in significant volumes for particular
customers.
The Corporation began as an alternate-source manufacturer of integrated
circuits originally developed by other suppliers and has gradually shifted its
emphasis to proprietary products (i.e. products resulting from the
Corporation's design or technology innovations). Over the past five years, the
Corporation has made a significant research and development investment which
has contributed toward its leadership in manufacturing and process technology
within the integrated circuit industry. The Corporation has focused its future
product development activities on the three areas of its business: X86 and
other microprocessors and related peripheral chips for personal computers,
applications solutions products, and programmable logic and non-volatile memory
devices. Personal computer (PC) products include microprocessors and related
peripheral chips used in computers. Applications solutions products are
products which are either proprietary to AMD or have a limited supplier base,
are targeted at specialized markets, and typically require substantial
applications interface between AMD and its customers. AMD's applications
solutions products are focused on networks, voice/data communications (WORLD
NETWORK(Registered Trademark)), and on computer peripherals, computer
interfaces and mass storage. Those programmable logic devices (PLDs) and memory
devices that are high-volume commodity products are typically produced by more
than one manufacturer, subject to intense competition, and broadly applicable
across a wide customer base. Since a substantial portion of the Corporation's
products are utilized in personal computers and related peripherals, the
Corporation's future growth is closely tied to the performance of the PC
industry.
Integrated circuits have generally been manufactured with either bipolar or
metal-oxide semiconductor (MOS) process technologies. Historically, bipolar was
the technology of choice where the highest speed or analog precision was needed,
and MOS offered higher levels of integration and lower power consumption than
bipolar. Advances in complementary metal-oxide semiconductor (CMOS) technology
are yielding bipolar performance with the density and power advantages of MOS
technology. Consequently, the Corporation is focusing process development on
advanced CMOS technology to support its designated product areas. By the end of
1993, over two-thirds of the Corporation's total sales were derived from CMOS
products.
Microprocessors
X86 Microprocessors. A microprocessor is the central processing unit (CPU)
of a computer. A CPU microprocessor processes system data and controls
input/output, peripheral and memory devices. A CPU microprocessor may also be
used in connection with other microprocessors such as microcontrollers which are
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embedded microprocessors contained in peripherals or other coprocessors
which perform certain functions such as arithmetic calculations. The iAPX
architecture, originally developed by Intel Corporation, has been the leading
architecture for personal computer microprocessors. AMD's strategy has been to
serve as an alternative source for iAPX microprocessors, introducing products
at comparable prices to competitive products, but with additional
customer-driven features. The Corporation in 1993 entered into a license
agreement with Microsoft(Registered Trademark), the personal computer
industry's leading supplier of operation systems software, pursuant to which
the Microsoft(Registered Trademark) Windows(Trademark) compatible logo now
appears on AMD's microprocessor packaging and advertising indicating that the
Corporation's product is compatible with such software. This approach is also
representative of the computer industry's shift from an emphasis on hardware
compatibility to software compatibility.
The PC market is currently divided into laptop, personal information
devices, desktop and portable varieties, and AMD plays a significant role in
such arenas. The Corporation has developed the Am386(Registered Trademark)
microprocessor, which is designed to meet the specifications of the Intel 80386
microprocessor. The Am386 family of microprocessors accounted for approximately
seventeen percent (17%) of the Corporation's 1993 revenues. The Corporation
believes that its success with the Am386 family has been largely due to its
competitive features and pricing coupled with customers' demand for a
reasonably priced second source. As is often the case in the semiconductor
industry, the average selling price of the Am386 has experienced significant
downward pressure as it approaches the end of its product life cycle. Most
computer manufacturers have made a transition from the 386 to the 486 family of
microprocessors.
The Corporation now offers a Am486(Trademark) family of products. The
Corporation began shipping Am486DX products in the second quarter of 1993, and
began volume shipment of its Am486SX products in 1994. The Corporation's 486DX
and 486SX products are the subject of microcode litigations with Intel
Corporation. (For more information see Item 3, Legal Proceedings, Numbers 2-8).
The Corporation is currently in the process of developing additional Am486
products. It is anticipated that development of such 486 products will be
completed by the end of 1994.
The Corporation is currently developing its next generation of CPU
microprocessor products known as the K series, based on superscalar RISC type
architecture. The K series products will be compatible with software such as
Microsoft(Registered Trademark) Windows(Trademark) currently compatible with
the X86 CPU microprocessors. The Corporation anticipates that the development
of the first K series products will be completed sometime in late 1994. The
Corporation currently offers a family of RISC microprocessors for embedded
control applications discussed below.
The future outlook for the Corporation's microprocessor products is highly
dependent on the timing of new product introductions, the outcome of its various
litigation matters with Intel, and other microprocessor market conditions.
Applications Solutions Products
Computer Systems, Interfaces and Mass Storage. The Corporation offers a
range of products which are utilized in a variety of computer systems. Computer
systems include a peripheral chip which is a special-purpose component that
works with central processing units, managing selected input/output or other
system functions. Other systems components control disk drives, keyboards and
printers. Through the use of communication peripherals, computers can operate in
networks and communicate locally and over long distances.
Many of these systems require a high-performance microprocessor for
embedded control. The Corporation's proprietary Am29000(Trademark) family of
RISC microprocessors is used extensively by a wide range of customers for
embedded control applications. Examples of these applications include
high-performance laser printer controllers, high-resolution graphics
controllers, communications controllers, and accelerator cards. Many
manufacturers, such as Motorola, Intel, IDT, National Semiconductor and Texas
Instruments offer RISC-based microprocessors which compete with the Am29000
family in certain applications. The Corporation expects that the RISC
microprocessor market will continue to grow.
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The Corporation also supplies a range of products specially designed to add
additional functions, improve performance and reduce costs in computer
peripheral, interface or mass storage applications. These are generally
special-purpose products which are optimized for a specific application and are
frequently proprietary products of the Corporation or in the case of selected
large customers, products which have been tailored for that customer.
Networks and Voice/Data Communications. The Corporation provides a wide
variety of products for a broad spectrum of connectivity solutions. These
include applications in central office switches, PBX equipment, voice/data
terminals, and different performance classes of Local Area Networks (LANs) used
to connect workstations and personal computers. In addition to providing the
integrated circuits for these applications, the Corporation also provides
various forms of hardware evaluation tools, development software and interface
software. AMD continues to be a major supplier of Ethernet LAN devices for
workstation applications. During 1993, the Corporation introduced several
Ethernet products designed for use on Personal Computer motherboards and add-in
cards. AMD also is a principal supplier for chip sets to support the
100-megabit-per-second Fiber Distributed Data Interface (FDDI) local area
network standard which is primarily used to connect high performance
workstations and servers. The Corporation has also developed, in cooperation
with systems manufacturers, a family of devices for the 10Base-T standard, which
allows transmission of data using Ethernet protocols on twisted-pair wiring,
rather than on the more expensive coaxial cable.
The Subscriber Line Interface Circuit (SLIC) and the Subscriber Line
Audio-Processing Circuit (SLAC(Trademark)), co-invented and manufactured by the
Corporation, are an integral part of one of the leading designs for digital
telephone switching equipment. The SLIC connects the user's telephone wire to
the telephone company's digital switching equipment. The SLAC is a
coder/decoder which converts analog voice signals to a digital format and back.
The Corporation enjoys its continued success with these products in the
European market, and more recently has seen increased demand from nations
committed to upgrading their telecommunications infrastructure.
High-Volume Commodity Products
Programmable Logic Devices (PLDs). The Corporation is a leading
supplier of high-speed, field-programmable integrated circuits. PLDs generally
afford a user increased design flexibility relative to standard logic devices.
The initial design time and design cost in customizing a programmable device is
significantly less than designing a custom integrated circuit or customizing a
gate array logic device. The Corporation's Programmable Array Logic
(PAL(Registered Trademark)) architecture was invented by Monolithic Memories,
Inc. (MMI), which was acquired by the Corporation in 1987, and AMD's PAL
devices continue to comprise a large share of the worldwide market for
field-programmable logic devices. These devices combine off-the-shelf
availability, ease of use and the low cost of standard products with a
capability for semi-custom design, making them attractive to a broad range of
users. The Corporation's PLDs are generally manufactured with
transistor-to-transistor logic (TTL) designs in bipolar technology for
low-density, high-speed devices, and CMOS for complex architecture,
high-density and low-power devices. In the past several years, the Corporation
has utilized CMOS technology for lower power and more complex architectures.
Programmable devices have generally been manufactured using bipolar
technology to provide users with high-speed products. The Corporation offers
several products using CMOS technology and has continued to expand its product
portfolio in this area.
Non-Volatile/Volatile Memories. Memory components are used to store
computer programs and data entered during system operation. There are two types
of memory storage capability, volatile and non-volatile. Volatile memories
include Dynamic and Static Random Access Memories (DRAMs and SRAMs). Non-
volatile memories retain data when system power is shut off, while volatile
memories do not. Non-volatile memories include Erasable Programmable Read-Only
Memories (EPROMs) and the new generation Flash Memory. The Corporation's memory
products are primarily non-volatile memories used in a wide range of
applications such as PCs, workstations, peripherals, instrumentation, PBX
equipment, avionics and a variety of other equipment where programmed data
storage is needed. The Corporation now has a complete family of
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CMOS EPROM devices from 64K (64,000 bits) to 4 megabits (4,000,000 bits) in
density. AMD generally offers the highest performance at each density of any
standard EPROM supplier.
The Corporation has developed a family of Flash EPROMs to address the
emerging market for PC memory cards, solid-state disks, cellular communications
and networking applications. Flash Memory is a potential alternative to bulky
and relatively slow hard-disk drives for PCs because it is smaller, faster and
can store data almost indefinitely, yet can be erased, read and programmed
efficiently. The Corporation is developing a family of Flash EPROMs to address
the demand for PC memory cards, solid-state disks, cellular communications and
networking applications.
The Corporation's joint venture with Fujitsu Limited (Fujitsu) will allow
it to take advantage of expected growth in Flash Memory sales. Under the joint
venture, AMD and Fujitsu will jointly manufacture EPROMs and Flash Memory. (See
discussion of Joint Venture with Fujitsu Limited below).
Joint Venture with Fujitsu Limited. In 1993, AMD and Fujitsu entered into
various agreements for a comprehensive collaboration covering joint development,
manufacturing and sales of integrated circuits and formed a Joint Venture,
Fujitsu AMD Semiconductor Limited (the "Joint Venture"). Through the Joint
Venture, AMD expects to further develop its strong position in EPROMs and Flash
Memory. Under the Joint Venture, the two companies are cooperating in building
and operating an $800 million wafer fabrication facility in Aizu-Wakamatsu,
Japan to produce non-volatile memory devices such as EPROMs and Flash Memories.
The percentage of the equity of the Joint Venture owned by the Corporation and
Fujitsu are 49.95% and 50.05%, respectively (the "Ownership Percentage").
Currently, the primary mission of the Joint Venture is the production of Flash
Memory devices. Each company will contribute toward funding and supporting the
Joint Venture in proportion to its Ownership Percentage. In 1993, AMD
contributed approximately $2 million to the Joint Venture and it anticipates it
will make additional contributions in 1994 of approximately $135 million. AMD is
expected to contribute approximately one-half of its share of funding in cash as
equity investment, and guarantee third party loans made to the Joint Venture for
the remaining one-half. Accordingly, each company is obligated to invest up to
approximately $200 million as equity in the Joint Venture. As the forecasted
Joint Venture costs and funding commitments are denominated in Yen, the dollar
amounts involved are subject to change due to fluctuations in exchange rates.
The agreements provide that the Joint Venture will borrow funds required for
capital investment and working capital purposes which are in excess of the
participants' equity contributions. Each participant is obligated to guarantee a
portion of such borrowings proportionate to its Ownership Percentage. To the
extent that such borrowings cannot be made on the strength of a participant's
guarantee, the participant is obligated to make direct cash loans to the Joint
Venture.
The ability of the Corporation to sell products produced by the Joint
Venture into certain territories, including the United Kingdom and Japan, is
limited under the terms of the Joint Venture agreement. AMD and Fujitsu will not
independently produce EPROM and Flash Memory products with geometries of
one-half (0.5) micron and smaller outside of the Joint Venture and thus will not
compete with the Joint Venture in such products. Also under the agreement,
Fujitsu acquired a minority equity position in AMD and will continue to increase
its position over five (5) years. AMD has acquired a minority equity position in
Fujitsu. The respective equity investments will be less than five percent of the
common stock of each company.
The new facility is expected to begin volume production in 1995, and will
utilize eight-inch wafers and process technologies capable of producing products
with geometries of one-half (0.5) micron and smaller. In connection with the
Joint Venture, the Corporation and Fujitsu have entered into various joint
development, cross-license and investment arrangements. Accordingly, AMD and
Fujitsu will provide their product designs and process and manufacturing
technologies to the Joint Venture. In addition, both companies will collaborate
in developing manufacturing processes and designing integrated circuits for the
Joint Venture. The right of each company to use the licensed intellectual
property of the other with respect to certain products is limited to certain
geographic areas. Consequently, AMD's ability to sell certain products
incorporating Fujitsu intellectual property, whether or not produced by the
Joint Venture, is also limited in certain territories, including the United
Kingdom and Japan.
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MARKETING AND SALES
Advanced Micro Devices markets and sells its products primarily to
original equipment manufacturers of computation and communication equipment.
AMD's products are sold under the AMD(Registered Trademark) trademark. The
Corporation recently entered into an agreement with Compaq Computer Corporation
(Compaq) under which the Corporation will supply Compaq with microprocessor
products; however, the agreement does not require Compaq to purchase
microprocessor products from the Corporation. The Corporation sells to a broad
base of customers; no single customer accounted for more than ten percent (10%)
of sales during the fiscal year ended December 26, 1993. Through its principal
facilities in Santa Clara County, California, and field offices throughout the
United States and abroad (primarily Europe and the Asia-Pacific Basin) the
Corporation employs a direct sales force. The Corporation also sells its
products through third-party distributors and independent representatives in
both domestic and international markets pursuant to nonexclusive agreements.
The distributors also sell products manufactured by AMD's competitors,
including those products for which the Corporation is an alternate source.
Distributors typically maintain an inventory of AMD's products. The
Corporation, pursuant to its agreements with the distributors, employs
procedures which provide protection to the distributors for their inventory of
Advanced Micro Devices' products against price reductions as well as products
that are slow moving or have been discontinued by the Corporation. These
agreements, which may be cancelled by either party on a specified notice,
generally contain a provision for the return of AMD's products to the
Corporation in the event the agreement with the distributor is terminated. (See
Note 1 of Notes to Consolidated Financial Statements contained in the 1993
Annual Report to Stockholders.)
Advanced Micro Devices has established sales subsidiaries that have offices
in Belgium, Canada, China, France, Germany, Hong Kong, Italy, Japan, Korea,
Singapore, Sweden, Switzerland, Taiwan, and the United Kingdom. (See Note 9 of
Notes to Consolidated Financial Statements contained in the 1993 Annual Report
to Stockholders.) The international sales force also works with independent
sales representatives and distributors in approximately 30 countries, including,
those where Advanced Micro Devices has sales subsidiaries. The Corporation's
international sales operations entail political and economic risks including
expropriation, currency controls, exchange fluctuations, changes in freight
rates, and changes in rates and exemptions for taxes and tariffs. The
Corporation has not experienced any material adverse effects associated with
such risks.
BACKLOG
Since Advanced Micro Devices manufactures and markets a standard line of
products, a significant portion of its sales are made from inventory on a
current basis. Sales are made primarily pursuant to (1) purchase orders for
current delivery of standard items, or (2) agreements covering purchases over a
period of time, which are frequently subject to revision and cancellation.
Generally, in light of current industry practice and experience, the Corporation
does not believe that such agreements provide reliable backlog figures.
COMPETITION
Numerous firms are engaged in the manufacture and sale of integrated
circuits competitive with those of the Corporation. Some of these firms have
resources greater than those of the Corporation and do not depend upon
integrated circuits as their principal source of revenue. There is also
significant captive production by certain large users of circuits such as
manufacturers of computers, telecommunications equipment and consumer
electronics products.
The industry typically experiences rapid technological advances together
with substantial price reductions in maturing products. After a product is
introduced, prices normally decrease over time as production efficiency and
competition increase, and a successive generation of products is developed and
introduced for sale.
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According to Dataquest, an industry research firm, during 1993, the
Corporation was the fifth-largest independent U.S. manufacturer of integrated
circuits, and the thirteenth largest worldwide (excluding IBM), ranked according
to sales to unaffiliated customers. Advanced Micro Devices competes for
integrated circuit market share with Texas Instruments, Motorola, National
Semiconductor, Intel, North American Philips, and with several prominent
Japanese firms. These firms include Nippon Electric Co., Hitachi, Toshiba,
Fujitsu, Matsushita and Mitsubishi, who are making active efforts to increase
their respective and collective worldwide market shares. (For more information
concerning Fujitsu, see section Joint Venture with Fujitsu Limited above.)
All of the above-mentioned competitors are either substantially larger in
both gross sales and in total assets than Advanced Micro Devices or are part of
larger corporate enterprises to whose resources, financial and other, the
competitors have access. In addition to the above, many other companies
dedicated to only one or two process technologies and product types compete with
the Corporation in those technologies and product types.
RESEARCH AND DEVELOPMENT
In keeping with its objective of increasing emphasis on the development of
proprietary products while maintaining its role as a high-volume producer of
popular designs, Advanced Micro Devices endeavors to manufacture products
utilizing advanced technology which is consistently reproducible in an industry
where the technology is complex and subject to rapid change. The Corporation
directs its research and development efforts towards the advancement of wafer
processing technology and the design of new circuits utilizing consistently
reproducible advanced technologies. (For information concerning these advances
see section Process Technology and Manufacturing below.) The Corporation
emphasizes research and development efficiency improvements through the use of
computer-aided design workstations and complementary circuit design software.
The semiconductor industry is subject to rapid changes in technology and
requires a high level of capital spending and extensive research and development
programs to maintain the state of the art. The Corporation's expenses for
research and development in 1991, 1992 and 1993, were $213,765,000,
$227,860,000, and $262,802,000, respectively. Such expenses were 17.4%, 15.0%
and 16.0% of sales in 1991, 1992 and 1993, respectively. Advanced Micro Devices'
research and development expenses are charged to operations as incurred. Most of
the research and development personnel are integrated into the engineering
staff.
PROCESS TECHNOLOGY AND MANUFACTURING
Monolithic integrated circuits are manufactured from a circuit layout
separated into layers that are produced on photomasks (working plates). The
actual production of the integrated circuit includes wafer fabrication, wafer
sort, assembly and final test.
The semiconductor industry is increasingly process-based, meaning that the
advance of semiconductor technology requires the ability to develop new design
and manufacturing processes. The process technologies generally utilized in the
manufacture of integrated circuits are bipolar and metal-oxide semiconductor
(MOS). CMOS products require less power than circuits built with other
processes, such as bipolar or N-MOS (N-channel MOS). In addition, CMOS
technology allows for a much broader circuit design capability than NMOS or
bipolar and thus CMOS designs are displacing both NMOS and bipolar product
designs. The advances and advantages of CMOS technology have created an
increased demand for products manufactured with CMOS processes. During 1993,
over two-thirds of the Corporation's total sales were derived from CMOS
products.
With advances in CMOS processing technology and the continued erosion of
demand for products manufactured with bipolar technology, the Corporation has
significantly streamlined its wafer fabrication capacity by restructuring its
manufacturing capabilities from an emphasis on bipolar process technology to an
emphasis on CMOS process technology. The Corporation is primarily a CMOS
manufacturer and has achieved cost-effective production in its Submicron
Development Center (SDC) which was completed in 1991 and continues to be
improved to incorporate more advanced technology. Am386 microprocessors have
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been produced using 0.8-micron CMOS technology, and the vast majority of AMD's
manufacturing capacity is now sub-micron CMOS. In 1993, the Corporation began to
prepare the SDC for the anticipated demand for its Am486 microprocessor family
and its 5-volt Flash Memory through the investment of additional funds in 1993,
bringing the total investment in the SDC to more than $360 million in 1993, and
it is estimated to reach approximately $460 million in 1994.
AMD has developed different base processes that are optimized for logic,
memory and programmable logic designs. Having process expertise which is
reproducible across different product designs allows AMD to bring new and
improved designs quickly into production. The Corporation's capital commitment
to improvements in process technology has led to reductions in feature size and
defect densities, which in turn result in the higher transistor count, speed,
functionality and power efficiency of AMD's integrated circuits. In 1993, the
Corporation continued building development versions of 0.7-micron triple-layer
metal logic products and memory devices with 0.5-micron feature sizes, and
researched patterning methods that will eventually produce 0.25-micron feature
sizes. In 1993, the Corporation also began shipment of 0.7-micron triple-layer
metal logic products (Am486). In addition, 0.5 micron feature size logic and
memory devices are in the final stages of development. Research is also being
carried out on process and patterning methods to produce 0.35-micron and
0.25-micron feature size devices.
Product design and development and wafer fabrication activities are
currently conducted at Advanced Micro Devices' facilities in California and in
Texas. A subsidiary of Sony Corporation manufactures bipolar products for the
Corporation in San Antonio, Texas, using equipment owned by the Corporation.
Nearly all product assembly and final testing is performed at the Corporation's
manufacturing facilities in Penang, Malaysia; Singapore; and Bangkok, Thailand,
or by subcontractors in Asia. A limited amount of testing of products destined
for delivery in Europe and Asia is performed at the Corporation's facilities in
Basingstoke, England.
Foreign manufacture entails political and economic risks, including
political instability, expropriation, currency controls and fluctuations,
changes in freight rates and in interest rates, and exemptions for taxes and
tariffs. For example, if the Corporation were not able to assemble and test its
products abroad, or if air transportation between the United States and these
facilities were disrupted, there could be a material adverse effect on the
Corporation's operations. The Corporation has not experienced any material
adverse effects associated with such risks.
In July 1993, the Corporation commenced construction of its 700,000
square foot submicron semiconductor manufacturing facility in Austin, Texas
(FAB 25). The Corporation estimates that the cost of this facility will be
approximately $1 billion when fully equipped. The Corporation anticipates the
facility will commence volume production in 1995. The Corporation has also
recently entered in to an agreement with Digital Equipment Corporation
(DEC(Registered Trademark)) under which DEC will provide a foundry in
Queensferry, Scotland, for production of the Corporation's Am486 products;
however, under the terms of such arrangement both parties have certain rights
to terminate this relationship earlier, in the event of adverse developments in
the Corporation's litigations with Intel. DEC will produce wafers for the
Corporation in the Queensferry foundry utilizing an adaptation of DEC's
0.68-micron process technology.
A major portion of the Corporation's current effort in both process
technology and circuit design is directed toward the development of large scale
integration products for microprocessor, programmable logic and memory
applications. The Corporation has entered into a strategic alliance with
Hewlett-Packard Corporation to collaborate on the development of advanced
process technology that will enable the Corporation to produce microprocessors
and logic devices with 0.35 micron CMOS logic technology. The Corporation
anticipates the technology will be developed by the end of 1995 and that the
production of such products will commence sometime in 1996. The Corporation is
also placing emphasis on the development of CMOS non-volatile memories,
programmable logic and VLSI (Very Large Scale Integration) logic products and
specialized circuits for the telecommunications market. (For information
concerning product development refer to the section entitled Products above.)
Quality Assurance. The Corporation's long-established quality program has
allowed it to achieve one of the highest quality and reliability levels in the
industry. This program is led by top management through an
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Executive Quality Board comprised of senior executives. The Corporation's Total
Quality Management (TQM) Program is actuated by Market Driven Quality (MDQ)
principles and implemented at all levels within the Corporation. TQM and MDQ
principles are applied through team empowerment, and business process technology
and manufacturing qualification. The Corporation's proprietary product
management methodology starts with detailed analysis of the requirements of
developing and supporting a new product, as well as extensive product simulation
before production to assure that the finished product meets specifications free
of defects. The program uses statistical process control techniques and involves
all aspects of the manufacture of AMD products. The Corporation has also
implemented leading international quality system standards, has been certified
to ISO-9000 standards in its manufacturing operations in Asia, and will soon
have a wafer fabrication facility ISO certified. All of the Corporation's
facilities follow uniform quality policies set by the Corporation's corporate
quality organizations in Sunnyvale, California and in Austin, Texas.
Materials and Energy. The principal raw materials used by the Corporation
in the manufacture of its products are silicon wafers, processing chemicals and
gases, ceramic and plastic packages, and some precious metals. Certain of the
raw materials used in the manufacture of circuits are available from a limited
number of suppliers in the United States and elsewhere. For example, for several
types of the integrated circuit packages that are purchased by Advanced Micro
Devices, as well as by the majority of other companies in the semiconductor
industry, the principal suppliers are Japanese companies. The Corporation does
not generally depend on long-term fixed supply contracts with its suppliers.
However, shortages could occur in various essential materials due to
interruption of supply or increased demand in the industry. If Advanced Micro
Devices were unable to procure certain of such materials from any source, it
would be required to reduce its manufacturing operations. To date, the
Corporation has experienced no significant difficulty in obtaining the necessary
raw materials. The Corporation's operations also depend upon a continuing
adequate supply of electricity, natural gas and water.
Environmental Regulations. To the Corporation's knowledge, compliance with
federal, state and local regulatory provisions enacted or adopted for protection
of the environment has had no material effect upon the capital expenditures,
earnings or competitive position of Advanced Micro Devices. (See also Item 3,
Legal Proceedings, Number 1.)
INTELLECTUAL PROPERTY AND LICENSING
The Corporation and its subsidiaries have been granted 746 United States
patents, and approximately 305 patent applications are pending in the United
States. Where appropriate, the Corporation has filed corresponding applications
in foreign jurisdictions. The Corporation expects to file future patent
applications in both the United States and abroad on significant inventions
which may be made by its employees or consultants. Advanced Micro Devices plans
to protect its innovations by various means, including litigation where
appropriate, and patents and mask work registrations, even though patent and
mask work registration protection may not be essential to maintain the
Corporation's market position. (See Microprocessors discussed above concerning
the Microsoft license.)
As is common in the semiconductor industry, from time to time Advanced
Micro Devices has been notified that it may be infringing patents issued to
others. Such claims are referred to counsel for evaluation and resolution. While
patent owners in such instances generally express a willingness to grant a
license, the Corporation cannot presently estimate the dollar amount, if any,
that might be involved in such disputes. No assurance can be given that all
necessary licenses can be obtained on satisfactory terms, nor that litigation
may always be avoided. (See also Item 3, Legal Proceedings, Numbers 2-8.)
Under a technology exchange agreement and patent cross-license agreement
with Intel Corporation, the Corporation manufactures various iAPX products,
including the 8051 single-chip microcontroller and the 8086, 8088, 80186, 80286,
80386 and 80486 microprocessors and the 80287, a math co-processor. Certain
rights and obligations under the agreements with Intel are currently the subject
of litigation between AMD and Intel. (See Item 3, Legal Proceedings, Numbers
2-8).
The Corporation has entered into numerous cross-licensing and technology
exchange agreements under which it both transfers and receives technology and
intellectual property rights. Such arrangements include
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licenses between the Corporation and Hewlett-Packard Company and Fujitsu
Limited. (See information under sections Joint Venture with Fujitsu Limited and
Process Technology and Manufacturing above.)
EMPLOYEES
Attracting and retaining competent employees and motivating them to meet
corporate objectives are essential elements of maintaining profitability in the
intensely competitive semiconductor industry where such personnel are in high
demand. Since its inception in 1969, Advanced Micro Devices has implemented
policies designed to create a favorable working environment for its employees.
For example, the Corporation makes available stock option and stock purchase
plans, pays special bonuses and maintains a profit-sharing program for some or
all employees, depending upon the plan or program. (See Note 10 of Notes to
Consolidated Financial Statements contained in the 1994 Annual Report to
Stockholders.) Like other semiconductor manufacturers, at times the Corporation
experiences difficulty in hiring and retaining experienced personnel. The
Corporation intends to utilize whatever forms of compensation, benefits and
other activities are necessary and cost effective in order to continue to
attract and retain the quality of personnel required for its business.
On December 26, 1993, Advanced Micro Devices and its subsidiaries employed
approximately 12,060 employees. Management considers its employee relations to
be very good. Direct communication among all employees and management is
encouraged. No employees of Advanced Micro Devices are represented by a
collective bargaining agent.
ITEM 2. PROPERTIES
The Corporation's principal engineering, manufacturing, warehouse and
administrative facilities comprise approximately 2 million square feet and are
located in Santa Clara County, California and in Austin, Texas. (See Item 1,
Process Technology and Manufacturing and Item 7, Management's Discussion). Over
1.2 million square feet of this space is in buildings owned by the Corporation.
Of these properties, approximately 264,300 square feet is subject to a mortgage
with a remaining term of up to fourteen years.
In 1992, the Corporation entered into certain operating leases and an
arrangement for the purchase of certain property containing a building with
approximately 318,000 square feet, located on 45.6 acres of land in Sunnyvale,
California (One AMD Place). The Corporation intends to utilize One AMD Place for
its corporate sales, marketing and administrative offices upon completion of
alterations to the building in 1994. This arrangement provides the Corporation
with the option to purchase One AMD Place during the lease term, and at the end
of the lease term the Corporation is obligated to either purchase One AMD Place
or arrange for the sale of One AMD Place to a third party with a guarantee of
residual value to the seller of One AMD Place. In 1993, the Corporation entered
into a lease agreement for approximately 175,000 square feet located adjacent to
One AMD Place to be used in connection with One AMD Place.
The Corporation also owns or leases facilities containing approximately
718,300 square feet for its operations in Malaysia, Singapore and Thailand. (See
Item 1, Process Technology and Manufacturing and Item 7, Management's
Discussion). Of the entire worldwide facilities owned or leased by the
Corporation nearly 947,300 square feet are currently vacant, of which
approximately 487,000 are currently under improvement or construction. The
Corporation holds 74 undeveloped acres of land in the Republic of Ireland,
approximately 8 acres were sold in 1993. The Corporation also has an equity
interest in 61 acres of land in Albuquerque, New Mexico.
The Corporation maintains 35 sales offices in North America and 18 sales
offices in Asia and Europe for its direct sales force. These offices are located
in cities in major electronics markets where concentrations of Advanced Micro
Devices' customers are located.
Leases covering the Corporation's facilities expire over terms of generally
1 to 20 years. The Corporation anticipates no difficulty in either retaining
occupancy of any of its facilities through lease renewals prior to expiration or
through month-to-month occupancy, or replacing them with equivalent facilities.
(See Note 12 of Notes to Consolidated Financial Statements contained in the 1993
Annual Report to Stockholders.)
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ITEM 3. LEGAL PROCEEDINGS
1. Environmental Matters. Since 1981, the Corporation has discovered,
investigated and begun remediation of three sites where releases from
underground chemical tanks at its facilities in Santa Clara County, California
adversely affected the groundwater. There is no indication, however, that any
public drinking water supplies have been affected. The chemicals released into
the groundwater were commonly in use in the semiconductor industry in the wafer
fabrication process prior to 1979. At least one of the released chemicals (which
is no longer used by the Corporation) has been identified as a probable
carcinogen.
In 1991, the Corporation received four Final Site Clean-up Requirements
Orders from the California Regional Water Quality Control Board, San Francisco
Bay Region (RWQCB) relating to the three sites. One of the sites (Final Site
Clean-up Requirements Order No. 91-102) includes clean-up of groundwater
contamination from TRW Microwave, Inc. (TRW), Philips Semiconductor (formerly
Signetics Corporation) and the Corporation which the RWQCB claims merged. The
Corporation is proceeding jointly with Philips and TRW to clean-up the merged
contamination and the parties are contributing to the clean-up equally. Another
of the sites (Final Site Clean-up Requirements Order Nos. 91-139 and 91-140)
includes clean-up of groundwater contamination from National Semiconductor
Corporation, the Corporation and others, which the RWQCB claims merged. National
Semiconductor Corporation and the Corporation have been named in the orders as
primarily responsible and have commenced clean-up efforts in accordance with
their respective orders. However, there has been no allocation of responsibility
for the groundwater contamination. The third site (Final Site Clean-up
Requirements Order No. 91-101) is primarily the responsibility of the
Corporation.
In each instance mentioned above, the Corporation conducted appropriate
programs of remedial action that involved soil removal, installation of
monitoring and extraction wells and water treatment systems, disposal of
inoperative tank systems, and repair and alterations to existing facilities. The
final clean-up plan includes continued groundwater monitoring, extraction and
treatment and, in one instance, soil vapor extraction. Federal and State
governmental agencies have approved the final clean-up plans being implemented.
The Corporation has not yet determined to what extent the costs of such remedial
actions will be covered by insurance. The three sites are on the National
Priorities List (Superfund).
If the Corporation fails to satisfy federal compliance requirements or
inadequately performs the compliance measures, the government (a) can bring an
action to enforce compliance, or (b) can undertake the desired response actions
itself and later bring an action to recover its costs and penalties, up to three
times the costs of clean-up activities, if appropriate. It is expected that
these matters will not have a material adverse effect on the financial condition
or results of operations of the Corporation.
In addition, homeowners residing in the vicinity of two of the Superfund
sites filed a class action lawsuit against the Corporation, TRW and Signetics in
the Superior Court of Santa Clara County, California (Case No. 716064). The
class action suit alleged that groundwater contamination caused by the
defendants lowered property values and that the plaintiff class suffered
emotional distress and fear. In May 1993, the action was settled and the
complaint was dismissed with prejudice in July 1993.
2. AMD/Intel Technology Agreement Arbitration. A 1982 technology exchange
agreement (the "1982 Agreement") between AMD and Intel Corporation has been the
subject of a dispute which was submitted to Arbitration through the Superior
Court of Santa Clara County, California and the matter is now at the California
Supreme Court on appeal. The dispute centers around issues relating to whether
Intel breached its agreement with AMD and whether that breach injured AMD, as
well as the remedies available for such a breach to AMD.
In February 1992, the Arbitrator awarded AMD several remedies including the
following: a permanent, royalty-free, nonexclusive, nontransferable worldwide
right to all Intel copyrights, patents, trade secrets and mask work rights, if
any, contained in the then-current version of AMD's Am80386 family of
microprocessors; and a two-year extension, until December 31, 1997, of the
copyright and patent rights granted to AMD. Intel appealed this decision as it
relates to the technology award. On May 22, 1992, the Superior Court in Santa
Clara County confirmed the Arbitrator's award and entered judgment in the
Corporation's favor on June 1, 1992. Intel appealed the decision confirming the
Arbitrator's award in state court. On June 4, 1993, the
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California Court of Appeal affirmed in all respects the Arbitrator's
determinations that Intel breached the 1982 Agreement, however, the Court of
Appeal held that the arbitrator exceeded his powers in awarding to AMD a license
to Intel intellectual property, if any, in AMD's Am386 microprocessor and in
extending the 1976 patent and copyright agreement between AMD and Intel (the
"1976 Agreement") by two years. As a result, the Court of Appeal ordered the
lower court to correct the award to remove these rights and then confirm the
award as so corrected.
On September 2, 1993, the California Supreme Court granted the
Corporation's petition for review of the California Court of Appeal decision
that the Arbitrator exceeded his authority. The Corporation has requested that
the California Supreme Court affirm the judgment confirming the Arbitrator's
award to the Corporation, which includes the right to the Intel 386 microcode.
If the California Supreme Court affirms the judgment confirming the
Arbitrator's award, the Corporation would assert an additional defense against
Intel's intellectual property claims in the 386 and 486 Microcode Litigations
(discussed below) which could preclude Intel from continuing to pursue any
damage or intellectual property claims regarding the Am386. If the Supreme Court
does not affirm the judgment it could: (i) decide to remand the matter for a new
Arbitration proceeding either on the merits or solely on the issue of relief
including the damages due to the Corporation, or (ii) order no further
proceedings which would foreclose the possibility of AMD collecting additional
monetary damages through the Arbitration and/or potentially impact AMD's ability
to use the Arbitration Award as a defense in the 386 or 486 Microcode
Litigations discussed below. The California Supreme Court is expected to decide
the case by the end of 1994.
The Corporation believes it has the right to use Intel technology to
manufacture and sell AMD's microprocessor products based on a variety of factors
including: (i) the 1982 Agreement, (ii) the Arbitrator's award in the
Arbitration which is pending review by the California Supreme Court and (iii)
the 1976 Agreement. An unfavorable decision by the California Supreme Court
could materially affect other AMD/Intel Microcode Litigations discussed herein.
The AMD/Intel Litigations involve multiple interrelated and complex issues of
fact and law. Therefore, the ultimate outcome of the AMD/Intel Litigations
cannot presently be determined. Accordingly, no provision for any liability that
may result upon the adjudication of the AMD/Intel Litigations has been made in
the Corporation's financial statements.
3. 287 Microcode Litigation. (Case No. C-90-20237, N. D. Cal.) On April
23, 1990, Intel Corporation filed an action against the Corporation in the U.S.
District Court, Northern District of California, seeking an injunction and
damages with respect to the Corporation's 80C287, a math coprocessor designed to
function with the 80286. Intel's suit alleges several causes of action,
including infringement of Intel copyright on the Intel microcode used in its 287
math coprocessor. In June 1992, a jury determined that the Corporation did not
have the right to use Intel microcode in the 80C287. On December 2, 1992, the
court denied the Corporation's request for declaratory relief to the effect it
has the right, under the 1976 Agreement with Intel to distribute products
containing Intel microcode. The Corporation filed a motion on February 1, 1993,
for a new trial based upon the discovery by AMD of evidence improperly withheld
by Intel at the time of trial.
In April, 1993, the court granted AMD a new trial on the issue of whether
the 1976 Agreement with Intel Corporation granted AMD a license to use Intel
microcode in its products. The ruling vacated both an earlier jury verdict
holding that the 1976 Agreement did not cover the rights to microcode contained
in the Intel 80287 math coprocessor and the December 2, 1992 ruling (discussed
above). A new trial commenced in January, 1994 and a decision is expected in
either the first or second quarter of 1994.
The impact of the ultimate outcome of the 287 Microcode Litigation is
highly uncertain and dependent upon the scope and breadth of the final decision
in the case. A decision of broad scope could not only result in a damages award
but also impact the Corporation's ability to continue to ship and produce its
Am486DX product or other microprocessor products adjudicated to contain any
copyrighted Intel microcode. The Corporation's inability to ship product could
have a material adverse impact on the Corporation's trends in results of
operations and financial condition. The outcome of the 287 litigation could also
materially impact the outcomes in the other AMD/Intel Microcode Litigations
discussed herein. The AMD/Intel Litigations involve multiple interrelated and
complex issues of fact and law. Therefore, the ultimate outcome of the AMD/Intel
Litigations cannot presently be determined. Accordingly, no provision for any
liability that may
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result upon the adjudication of the AMD/Intel Litigations has been made in the
Corporation's financial statements.
4. 386 Microcode Litigation. (Case No. A-91-CA-800, W.D. Texas and Case
No. C-92-20039, N.D. Cal.) On October 9, 1991, Intel Corporation filed an action
against the Corporation in the U.S. District Court for the Western District of
Texas (Case No. A-91-CA-800, W.D. Texas), alleging the separate existence and
copyrightability of the logic programming in a microprocessor and characterizing
that logic as a "control program," and further alleging that the Corporation
violated copyrights on this material and on the Intel microcode contained in the
Am386 microprocessor. This action has been transferred to the U.S. District
Court, Northern District of California (Case No. C-92-20039, N.D. Cal.). The
complaint in this action asserts claims for copyright infringement of what Intel
describes as: (1) its 386 microprocessor microcode program and revised programs,
(2) its control program stored in a 386 microprocessor programmable logic array
and (3) Intel In-Circuit Emulation (ICE) microcode. The complaint seeks damages
and injunctive relief arising out of the Corporation's development, manufacture
and sale of its Am386 microprocessors and seeks a declaratory judgment as to the
Intel-AMD license agreements (1976 and 1982 Agreements). The monetary relief
sought by Intel is unspecified. The Corporation has answered and counterclaimed
seeking declaratory relief.
The Corporation believes that Intel's microcode copyright claims are
substantively the same as claims made in the 287 Microcode Litigation (Case No.
C-90-20237, N.D. Cal.) (discussed above). Intel has also asserted that federal
law prevents the Corporation from asserting as a defense the intellectual
property rights that were awarded in the Intel Arbitration (discussed above).
Intel has made this claim both in its appeal of the Arbitration decision and in
the '386 Microcode Litigation. On October 29, 1992, the court in the '386
Microcode Litigation granted the Corporation's motion to stay further
proceedings pending resolution of the state court Arbitration appeal.
On December 28, 1993, the U.S. Court of Appeals for the Ninth Circuit
reversed the stay order and the case was remanded for further proceedings. The
Corporation will file a petition for writ of certiorari in the Supreme Court of
the United States. If the Ninth Circuit decision is not reversed or modified,
this action will proceed. In any event, the Corporation expects Intel will argue
that the Arbitration is not a defense in this action.
As discussed above, in the 287 Microcode Litigation, the ultimate outcome
of the 287 Microcode Litigation could materially impact the outcome in the 386
Microcode Litigation and thus affect the Corporation's ability to produce Am386
products.
An unfavorable final decision in the 386 Microcode Litigation could result
in a material monetary damages award to Intel and/or preclude the Corporation
from continuing to produce the Am386 and any other microprocessors which are
adjudicated to contain any copyrighted Intel microcode, either or both of which
could have a material adverse impact on the Corporation's trends in results of
operations and financial condition. The AMD/Intel Litigations involve multiple
interrelated and complex issues of fact and law. Therefore, the ultimate outcome
of the AMD/Intel Litigations cannot presently be determined. Accordingly, no
provision for any liability that may result upon the adjudication of the
AMD/Intel Litigations has been made in the Corporation's financial statements.
5. 486 Microcode Litigation. (Case No. C-93-20301 PVT, N.D. Cal). On April
28, 1993 Intel Corporation filed an action against AMD in the U.S. District
Court, Northern District of California, seeking an injunction and damages with
respect to the Corporation's Am486 microprocessor. The suit alleges several
causes of action, including infringement of various Intel copyrighted computer
programs.
Intel's Fourth Amended Complaint was filed on November 2, 1993. The Fourth
Amended Complaint seeks damages and injunctive relief based on: (1) AMD's
alleged copying and distribution of 486 "Processor Microcode Programs" and
"Control Programs" and (2) AMD's alleged copying of 486 "Processor Microcode" as
an intermediate step in creating proprietary microcode for the AMD version of
the 486. The Fourth Amended Complaint also seeks a declaratory judgment that (1)
AMD has induced third party copyright infringement through encouraging third
parties to import Am486-based products ("Third Party
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Inducement Claim"); (2) AMD's license rights to Intel microcode expire as of
December 31, 1995 ("License Expiration Claim"); (3) that AMD's license rights to
Intel microcode do not extend to In-Circuit Emulation (ICE) microcode ("ICE
Claim"); and (4) that AMD is not licensed to authorize third parties to
manufacture products containing copies of Intel microcode ("Have Made Claim").
Intel's Fourth Amended Complaint further seeks damages and injunctive relief
based on AMD's alleged copying and distribution of Intel's "386 Processor
Microcode Program" in AMD's 486SX microprocessor. The Corporation answered the
complaint in January, 1994.
On December 1, 1993, Intel moved for partial summary judgment on its claim
for copyright infringement of Intel's 486 ICE microcode. This motion was heard
on March 1, 1994. The Court requested further briefing from the parties, and
indicated its intention to rule on the motion after the briefing is completed on
March 9, 1994.
By order dated December 21, 1993, the Court granted the Corporation's
motion to stay Intel's claim that AMD's 486SX infringes Intel copyrights on its
386 microcode. In light of the Ninth Circuit decision discussed above in the 386
Microcode Litigation reversing the Court's order staying the case, the stay
order in this action may be vacated and/or appealed and the litigation
concerning this claim may proceed.
AMD believes that the microcode copyright infringement claims made by Intel
in the 486 Microcode Litigation are substantively the same as claims: (i) made
in the 287 Microcode Litigation with regard to the Intel microcode, discussed
above and (ii) made in the 386 Microcode Litigation with regard to AMD's rights
to utilize the so-called Intel microcode, "control programs" and ICE microcode.
Intel has also made the following two new allegations not contained in either
the 386 or 287 Microcode Litigations: (i) despite any rights AMD may have to
copy the Intel microcode, those rights do not extend to foundry rights and thus
AMD cannot use foundries to manufacture the Am486 product with Intel microcode
and (ii) AMD's rights to Intel copyrights terminate on December 31, 1995.
As discussed above, in the 287 Microcode Litigation, the ultimate outcome
of the 287 Microcode Litigation could materially impact the outcome in the 486
Microcode Litigation. The outcomes in the 287 or the 486 Microcode Litigations
could affect the Corporation's ability to continue to ship and produce its
Am486DX products and thus have an immediate, material adverse impact on the
Corporation's trends in results of operations and financial condition. The
AMD/Intel Litigations involve multiple interrelated and complex issues of fact
and law. Therefore, the ultimate outcome of the AMD/Intel Litigations cannot
presently be determined. Accordingly, no provision for any liability that may
result upon the adjudication of the AMD/Intel Litigations has been made in the
Corporation's financial statements.
6. Intel Antitrust Case. On August 28, 1991, the Corporation filed an
antitrust complaint against Intel Corporation in the U.S. District Court for the
Northern District of California (Case No. C-91-20541-JW-EAI), alleging that
Intel engaged in a series of unlawful acts designed to secure and maintain a
monopoly in iAPX microprocessor chips. The complaint alleges that Intel
illegally coerced customers to purchase Intel chips through selective allocation
of Intel products and tying availability of the 80386 to purchases of other
products from Intel, and that Intel filed baseless lawsuits against AMD in order
to eliminate AMD as a competitor and intimidate AMD customers. The complaint
requests significant monetary damages (which may be trebled), and an injunction
requiring Intel to license the 80386 and 80486 to AMD, or other appropriate
relief. On December 17, 1991, the Court dismissed certain of AMD's claims
relating to Intel's past practices on statute of limitations grounds. Intel has
filed a motion for partial summary judgment on one of AMD's remaining claims for
relief, and the hearing on this motion is scheduled for March 4, 1994. The
current trial date is October 3,1994.
7. Intel Business Interference Case. On November 12, 1992, the Corporation
filed a proceeding against Intel Corporation in the Superior Court of Santa
Clara County, California (Case No. 726343), for tortious interference with
prospective economic advantage, violation of California's Unfair Competition
Act, breach of contract and declaratory relief arising out of Intel's efforts to
require licensees of an Intel patent to pay royalties if they purchased 386 and
486 microprocessors from suppliers of those parts other than Intel. The patent
involved, referred to as the Crawford '338 patent, covers various aspects of how
the Intel 386 microprocessor, the 486 microprocessor and future X86 processors
manage memory and how these
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microprocessors generate memory pages and page tables when combined
with external memory and multi-tasking software such as Microsoft(Registered
Trademark) Windows(Trademark), OS/2(Registered Trademark) or UNIX(Registered
Trademark). The action was subsequently removed to the Federal District Court
where AMD amended its complaint to include causes of action for violation of
the Lanham Act and a declaration of patent invalidity and unenforceability. The
complaint alleges that Intel is demanding royalties for the use of the Intel
patents from the Corporation's customers, without informing the Corporation's
customers that the Corporation's license arrangement with Intel protects the
Corporation's customers from an Intel patent infringement lawsuit. No royalties
for the license are charged to customers who purchase these microprocessors
from Intel.
8. International Trade Commission Proceeding. The United States
International Trade Commission Proceeding (the "ITC Proceeding") (Investigation
No. 337-TA-352) was filed by Intel Corporation on May 7, 1993, against two
respondents, Twinhead International and its U.S. subsidiary, Twinhead
Corporation. Twinhead is a Taiwan-based manufacturer which is a customer of both
AMD and Intel. Twinhead purchases microprocessors from AMD and Intel, and
incorporates these microprocessors into computers sold by Twinhead. Intel claims
that the respondents induce computer end-users to infringe on what is known as
the Crawford '338 patent when the computers containing AMD microprocessors are
used with multi-tasking software such as Windows, Unix or OS/2. Intel seeks a
permanent exclusion order from entry into the United States of certain Twinhead
personal computers and an order directing Twinhead to cease and desist from
demonstrating, testing or otherwise using such computers in the United States.
AMD's dispute with Intel in the Intel Business Interference Case (Case No.
C-92-20789, N.D. Cal) (discussed above) requests a declaration that the Crawford
'338 patent is invalid; accordingly, AMD intervened in the ITC Proceeding as a
real party in interest by filing a motion with the ITC to intervene on the side
of the respondents. On July 2, 1993, the ITC granted AMD's motion to intervene
in the ITC Proceeding on the side of respondents and to participate fully in all
proceedings as a party.
The Corporation has vigorously contested the relief Intel seeks. A hearing
date before an administrative law judge has been set for May 2, 1994. Any
decision by an administrative judge would then be confirmed or not be confirmed
by the International Trade Commission (ITC).
On February 4, 1994, the Corporation filed a motion to suspend immediately
and thereafter to terminate the ITC proceeding on the ground that Intel is
collaterally estopped from pursuing the relief it seeks by reason of a judgment
soon to be entered in favor of Cyrix Corporation, also an intervenor in the ITC
Proceeding, and against Intel in a lawsuit involving the Crawford 338 patent
trial in Texas federal court. Intel opposed the motion, and filed a motion of
its own requesting that the ITC proceeding be suspended, not terminated, pending
appellate review of the Cyrix Judgment. On February 22, 1994, ITC Administrative
Law Judge Sidney Harris granted AMD's motion to suspend, and indicated his
intent to terminate the ITC Proceeding upon entry of the judgment in the Texas
federal court as AMD has requested. Judge Harris denied Intel's motion to
suspend the ITC Proceeding until its appeal of the judgment in favor of Cyrix
has been resolved.
An unfavorable outcome before the ITC could have an adverse effect on the
Corporation's ability to sell microprocessors to Twinhead and other computer
manufacturers in Taiwan and potentially, other countries. An unfavorable outcome
could have a material adverse impact on the Corporation's trends in results of
operations and financial condition.
9. In Re Advanced Micro Devices Securities Litigation. Between September 8
and September 10, 1993, five class actions were filed, purportedly on behalf of
purchasers of the Corporation's stock, alleging that the Corporation and various
of its officers and directors violated Sections 10(b) and 20(a) of the
Securities and Exchange Act of 1934, 15 U.S.C. sec.sec. 78j(b) and 78t(a),
respectively, and Rule 10b-5 promulgated thereunder, 17 C.F.R. sec. 240.10b-5,
by issuing allegedly false and misleading statements about the Corporation's
development of its 486SX personal computer microprocessor products, and the
extent to which that development process included access to Intel's 386
microcode. Some or all of the complaints alleged that the Corporation's conduct
also constituted fraud, negligent misrepresentation and violations of the
California Corporations Code.
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By order dated October 13, 1993, these five cases, as well as any
subsequently filed cases, were consolidated under the caption "In Re Advanced
Micro Devices Securities Litigation", with the lead case for the consolidated
actions being Samuel Sinay v. Advanced Micro Devices, Inc., et al., (No.
C-93-20662-JW, N.D. Cal). A consolidated amended class action complaint was
filed on December 3, 1993, containing all the claims described above and an
additional allegation that the Corporation made false and misleading statements
about its revenues and earnings during the third quarter of its 1993 fiscal
year. The amended complaint seeks damages in an unspecified amount. On January
14, 1994, the Company filed a motion to dismiss various claims in the amended
and consolidated class action complaint. The motion to dismiss is currently
scheduled for hearing on March 25, 1994. The Company has responded to initial
document requests and interrogatories, but has not yet produced documents. No
depositions have been taken. This case is in the early stage of discovery. The
Corporation believes that the ultimate outcome of this litigation will not have
a material adverse effect upon the financial condition or trends in results of
operations of the Corporation.
10. George A. Bilunka, et al. v. Sanders, et al. (93-20727JW, N.D. Cal.).
On September 30, 1993, an AMD shareholder, George A. Bilunka, purported to
commence an action derivatively on the Corporation's behalf against all of the
Corporation's directors and certain of the Corporation's officers. The
Corporation is named as a nominal defendant. This purported derivative action
essentially alleges that the individual defendants breached their fiduciary
duties to the Corporation by causing, or permitting, the Corporation to make
allegedly false and misleading statements about the Corporation's development of
its 486SX personal computer microprocessor products, and the extent to which
that development process included access to Intel's 386 microcode. The action
alleges that a pre-suit demand on the Corporation's Board of Directors would
have been futile because of alleged director involvement. Damages are sought
against the individual defendants in an unspecified amount.
On November 10, 1993, the Corporation, as nominal defendant, filed a motion
to dismiss the action for failure to make a demand upon the Corporation's Board
of Directors. The plaintiff then filed an amended derivative complaint on
December 17, 1993. The Corporation has again moved to dismiss the complaint. The
motion was heard on February 4, 1994, and on March 1, 1994 the Court denied the
motion. The Corporation believes that the ultimate outcome of this litigation
will not have a material adverse effect upon the financial condition or trends
in results of operations of the Corporation.
11. SEC Investigation. The Securities and Exchange Commission (SEC) has
notified the Corporation that it is conducting an informal investigation of the
Corporation into the Corporation's disclosures about the development of its
Am486SX products. The Corporation is cooperating fully with the SEC.
12. Other Matters. The Corporation is a defendant or plaintiff in various
other actions which arose in the normal course of business. In the opinion of
management, the ultimate disposition of these matters will not have a material
adverse effect on the financial condition or overall trends in the results of
operations of the Corporation.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
EXECUTIVE OFFICERS OF THE REGISTRANT
NAME AGE POSITION HELD SINCE
- -------------------- ---- --------------------------------------------------- ----------
W. J. Sanders III 57 Chairman of the Board and Chief Executive Officer 1969
Anthony B. Holbrook 54 Vice Chairman of the Board and Chief Technical 1989
Officer. Mr. Holbrook was President from 1986 to
1990, Executive Vice President from 1982 to 1986,
and concurrently was Chief Operating Officer from
1982 until 1989.
Richard Previte 59 Director, President and Chief Operating Officer. 1989
Mr. Previte became Chief Operating Officer in 1989
and President in 1990. Mr. Previte was Chief
Financial Officer and Treasurer from 1969 to 1989.
Marvin D. Burkett 51 Senior Vice President, Chief Administrative Officer 1989
and Secretary; Chief Financial Officer and
Treasurer. Mr. Burkett was Controller from 1972
until 1989.
Larry R. Carter 50 Vice President and Corporate Controller. Mr. Carter 1992
was, from August 1989 until June 1992, Chief
Financial Officer of VLSI Technology, Inc. and
prior to that he was Vice President and Controller,
MOS Group, at Motorola, Inc.
Gene Conner 50 Senior Vice President, Operations. Mr. Conner 1987
joined the Corporation in 1969, and was elected an
executive officer in 1981.
Stanley Winvick 54 Senior Vice President, Human Resources. 1980
Stephen Zelencik 59 Senior Vice President and Chief Marketing 1979
Executive. Mr. Zelencik joined the Corporation in
1970.
There is no family relationship between any executive officers of the
Corporation.
16
18
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The information regarding market price range, dividend information and
number of holders of Common Stock of Advanced Micro Devices appearing under the
caption "Supplemental Financial Data" on pages 30 and 31 of the Corporation's
1993 Annual Report to Stockholders is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information regarding selected financial data for the fiscal years 1989
through 1993 under the caption "Financial Summary" on pages 30 and 31 of the
Corporation's 1993 Annual Report to Stockholders is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
The information appearing under the caption "Management's Discussion and
Analysis of Results of Operations and Financial Condition" on pages 14 through
16 of the Corporation's 1993 Annual Report to Stockholders is incorporated
herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Advanced Micro Devices' consolidated financial statements at December 29,
1991, December 27, 1992, and at December 26, 1993, and for each of the three
fiscal years in the period ended December 26, 1993, and the report of
independent auditors thereon, and the unaudited quarterly financial data of
Advanced Micro Devices for the two-year period ended December 26, 1993, on pages
17 through 29 of the Corporation's 1993 Annual Report to Stockholders are
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
17
19
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information appearing at the end of Part I under the caption "Executive
Officers of the Registrant" and under the captions "Proposal No. 1-Election of
Directors" and "Compliance with Section 16(a) of the Securities Exchange Act of
1934" in the Corporation's Proxy Statement to be mailed to Stockholders on or
before March 27, 1994 is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information under the paragraphs entitled "Directors Fees and Expenses"
under the caption "Committees and Meetings of the Board of Directors", and the
information under the captions "Executive Compensation" (not including the
performance graph on page 12), "Material Compensation Agreements", "Change in
Control Arrangements" and "Compensation Committee Interlocks and Insider
Participation" in the Corporation's Proxy Statement to be mailed to Stockholders
on or before March 27, 1994, is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information appearing under the captions "Principal Stockholders" and
"Stock Ownership Table" in the Corporation's Proxy Statement to be mailed to
Stockholders on or before March 27, 1994 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under the caption "Transactions with Management"
in the Corporation's Proxy Statement to be mailed to Stockholders on or before
March 27, 1994 is incorporated herein by reference.
18
20
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The financial statements listed in the accompanying Index to Consolidated
Financial Statements and Financial Statement Schedules Covered by Report of
Independent Auditors are filed or incorporated by reference as part of this
annual report. The following is a list of such Financial Statements:
PAGE REFERENCES
-------------------
1993 ANNUAL
FORM REPORT TO
10-K STOCKHOLDERS
---- ------------
Report of Independent Auditors............................................. -- 29
Consolidated Statements of Operations for each of the three fiscal years in
the
period ended December 26, 1993........................................... -- 17
Consolidated Balance Sheets at December 27, 1992 and December 26, 1993..... -- 18
Consolidated Statements of Cash Flows for each of the three fiscal years in
the
period ended December 26, 1993........................................... -- 19
Notes to consolidated financial statements................................. -- 20-28
Supplementary financial data:
Fiscal years 1992 and 1993 by quarter (unaudited)........................ -- 30-31
2. Financial Statement Schedules
The financial statement schedules listed in the accompanying Index to
Consolidated Financial Statements and Financial Statement Schedules Covered by
Report of Independent Auditors are filed or incorporated by reference as part of
this annual report. The following is a list of such Financial Statement
Schedules:
PAGE REFERENCES
-------------------
1993 ANNUAL
FORM REPORT TO
10-K STOCKHOLDERS
---- ------------
I Marketable Securities............................................... F-3 --
II Amounts receivable from officers and employees...................... F-4 --
V Property, plant and equipment....................................... F-5 --
Accumulated depreciation and amortization of property, plant and
VI equipment........................................................... F-6 --
VIII Valuation and qualifying accounts................................... F-7 --
X Supplementary operations statement information...................... F-8 --
19
21
3. EXHIBITS
The exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this annual report. The following is a list
of such Exhibits:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ---------- ----------------------------------------------------------------------------
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the
Corporation's Annual Report on Form 10-K for the fiscal period ended
December 27, 1987, is hereby incorporated by reference.
3.2 Certificate of Designations for Convertible Exchangeable Preferred Shares,
filed as Exhibit 3.2 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended March 27, 1987, is hereby incorporated by reference.
3.3 Certificate of Designations for Series A Junior Participating Preferred
Stock, filed as Exhibit 3.3 to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, is hereby incorporated by
reference.
3.4 By-Laws, as amended, filed as Exhibit 3.4 to the Corporations Annual Report
on Form 10-K for the fiscal year ended December 27, 1992, is hereby
incorporated by reference.
4.1 Deposit Agreement with respect to the $30 Convertible Exchangeable Preferred
Shares, filed as Exhibit 4.3 to the Corporation's Annual Report on Form 10-K
for the fiscal year ended March 29, 1987, is hereby incorporated by
reference.
4.2 Indenture with respect to the 6% Convertible Subordinated Debentures due in
2012, filed as Exhibit 4.4 to the Corporation's Annual Report on Form 10-K
for the fiscal year ended March 29, 1987, is hereby incorporated by
reference.
4.3 The Corporation hereby agrees to file on request of the Commission a copy of
all instruments not otherwise filed with respect to long-term debt of the
Corporation or any of its subsidiaries for which the total amount of
securities authorized under such instruments does not exceed 10% of the
total assets of the Corporation and its subsidiaries on a consolidated
basis.
4.4 Rights Agreement between the Corporation and Bank of America N.T. & S.A.,
filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K dated
February 7, 1990, is hereby incorporated by reference.
*10.1 AMD 1982 Stock Option Plan, as amended.
*10.2 AMD 1986 Stock Option Plan, as amended.
*10.3 AMD 1992 Stock Incentive Plan, as amended.
*10.4 AMD 1980 Stock Appreciation Rights Plan, as amended.
*10.5 AMD 1986 Stock Appreciation Rights Plan, as amended.
*10.6 MMI 1975 Stock Option Plan, as amended, filed as Exhibit 10.6 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December
29, 1991, is hereby incorporated by reference.
*10.7 MMI 1981 Incentive Stock Option Plan, as amended.
*10.8 Forms of Stock Option Agreements, filed as Exhibit 10.8 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 29, 1991, is
hereby incorporated by reference.
*10.9 Form of Limited Stock Appreciation Rights Agreement, filed as Exhibit 4.11
to the Corporation's Registration Statement on Form S-8 (No. 33-26266) is
hereby incorporated by reference.
20
22
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ---------- ----------------------------------------------------------------------------
*10.10 AMD 1987 Restricted Stock Award Plan, as amended.
*10.11 Forms of Restricted Stock Agreements, filed as Exhibit 10.11 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December
29, 1991, is hereby incorporated by reference.
*10.12 Resolution of Board of Directors on September 9, 1981, regarding
acceleration of vesting of all outstanding stock options and associated
limited stock appreciation rights held by officers under certain
circumstances, filed as Exhibit 10.10 to the Corporation's Annual Report on
Form 10-K for fiscal year ended March 31, 1985, is hereby incorporated by
reference.
*10.13(a) Employment Agreement dated July 1, 1991, between the Corporation and W. J.
Sanders III, filed as Exhibit 10.1 to the Corporation's Form 8-K dated
September 3, 1991, is hereby incorporated by reference.
*10.13(b) Amendment dated August 27, 1991, to Employment Agreement between the
Corporation and W. J. Sanders III, filed as Exhibit 10.2 to the
Corporation's Form 8-K dated September 3, 1991, is hereby incorporated by
reference.
*10.14 Management Continuity Agreement between the Corporation and W. J. Sanders
III, filed as Exhibit 10.14 to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 29, 1991, is hereby incorporated by
reference.
*10.15 Bonus Agreement between the Corporation and Richard Previte, filed as
Exhibit 10.15 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 29, 1991, is hereby incorporated by reference.
*10.16 Executive Bonus Plan, filed as Exhibit 10.16 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 29, 1991, is hereby
incorporated by reference.
*10.17 Bonus Agreement between the Corporation and Anthony B. Holbrook, filed as
Exhibit 10.17 for the fiscal year ended December 27, 1992, is hereby
incorporated by reference.
*10.18 Form of Bonus Deferral Agreement, filed as Exhibit 10.12 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended March 30,
1986, is hereby incorporated by reference.
*10.19 Form of Executive Deferral Agreement, filed as Exhibit 10.17 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December
31, 1989, is hereby incorporated by reference.
*10.20 Director Deferral Agreement of R. Gene Brown, filed as Exhibit 10.18 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December
31, 1989, is hereby incorporated by reference.
10.21 License Agreement with Western Electric Company, Incorporated, filed as
Exhibit 10.5 to the Corporation's Annual Report on Form 10-K for fiscal year
ended 1979, is hereby incorporated by reference.
10.22 Intellectual Property Agreements with Intel Corporation, filed as Exhibit
10.21 to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
10.23 Award of Arbitrator in Case No. 626879 between the Corporation and Intel
Corporation, filed as Exhibit 28.2 on Form 8-K dated February 24, 1992, is
hereby incorporated by reference.
10.24 Form of Indemnification Agreements with former officers of Monolithic
Memories, Inc., filed as Exhibit 10.22 to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 27, 1987, is hereby
incorporated by reference.
21
23
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ---------- ----------------------------------------------------------------------------
10.25 Agreement and Plan of Reorganization between Monolithic Memories Inc., the
Corporation and Advanced Micro Devices Merger Corporation, filed as Annex A
to the Corporation's Amendment No. 1 to Registration Statement on Form S-4
(No. 33-15015), dated June 25, 1987, is hereby incorporated by reference.
*10.26 Form of Management Continuity Agreement, filed as Exhibit 10.25 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December
29, 1991, is hereby incorporated by reference.
**10.27(a) Joint Venture Agreement between the Corporation and Fujitsu Limited.
**10.27(b) Technology Cross-License Agreement between the Corporation and Fujitsu
Limited.
**10.27(c) AMD Investment Agreement between the Corporation and Fujitsu Limited.
**10.27(d) Fujitsu Investment Agreement between the Corporation and Fujitsu Limited.
**10.27(e) Joint Venture License Agreement between the Corporation and Fujitsu Limited.
**10.27(f) Joint Development Agreement between the Corporation and Fujitsu Limited.
10.28 Credit Agreement dated as of January 4, 1993, among Advanced Micro Devices,
Inc., Bank of America National Trust and Savings Association as Agent, The
First National Bank of Boston as Co-Agent, filed as Exhibit 10.27 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December
27, 1992, is hereby incorporated by reference.
10.29(a) Amended and Restated Guaranty dated as of January 4, 1993, by Advanced Micro
Devices, Inc. in favor of CIBC Inc., filed as Exhibit 10.28(a) to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December
27, 1992, is hereby incorporated by reference.
10.29(b) Building Lease by and between CIBC Inc. and AMD International Sales &
Service, Ltd. dated as of September 22, 1992, filed as Exhibit 10.28(b) to
the Corporation's Annual Report on Form 10-K for the fiscal year ended
December 27, 1992, is hereby incorporated by reference.
10.29(c) First Amendment to Building Lease dated December 22, 1992, by and between
CIBC Inc. and AMD International Sales & Service, Ltd., filed as Exhibit
10.28(c) to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 27, 1992, is hereby incorporated by reference.
10.29(d) Land Lease by and between CIBC Inc. and AMD International Sales & Service,
Ltd. dated as of September 22, 1992, filed as Exhibit 10.28(d) to the
Corporation's Annual Report on Form 10-K for the fiscal year ended December
27, 1992, is hereby incorporated by reference.
10.29(e) First Amendment to Land Lease dated December 22, 1992, by and between CIBC
Inc. and AMD International Sales & Service, Ltd., filed as Exhibit 10.28(e)
to the Corporation's Annual Report on Form 10-K for the fiscal year ended
December 27, 1992, is hereby incorporated by reference.
*10.30 Executive Savings Plan.
*10.31 Form of Split Dollar Agreement.
*10.32 Form of Collateral Security Assignment Agreement.
*10.33 Forms of Stock Option Agreements to the 1992 Stock Incentive Plan, filed as
Exhibit 4.3 to the Corporation's Registration Statement on Form S-8 (No.
33-46577) is hereby incorporated by reference.
*10.34 1992 United Kingdom Share Option Scheme, Filed as Exhibit 4.2 to the
Corporation's Registration on Form S-8 (No. 33-46577) is hereby incorporated
by reference.
22
24
EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- ---------- ----------------------------------------------------------------------------
11.1 Statement re computation of per share earnings.
13. 1993 Annual Report to Stockholders which has been incorporated by reference
into Parts I, II and IV of this annual report. To the extent filed, refer to
the front page hereinabove.
22. List of AMD subsidiaries.
24. Consent of Independent Auditors, refer to page F-2 hereinabove.
25. Power of Attorney.
The Corporation will furnish a copy of any exhibit on request and payment
of the Corporation's reasonable expenses of furnishing such exhibit.
* Management contracts and compensatory plans or arrangements required to
be filed as an Exhibit to comply with Item 14(a)(3).
** Confidential treatment has been requested as to certain portions of
these Exhibits.
(b) Reports on Form 8-K.
1. A current Report on Form 8-K dated January 27, 1994, was filed
announcing an agreement with Compaq Computer Corporation.
2. A current Report on Form 8-K dated February 10, 1994, was filed
announcing an agreement with Digital Equipment Corporation.
23
25
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
ADVANCED MICRO DEVICES, INC.
Registrant
March 1, 1994 By: /s/ MARVIN D. BURKETT
------------------------------------
Marvin D. Burkett
Senior Vice President, Chief
Administrative Officer and
Secretary; Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons, on behalf of the
registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- ------------------------------- ---------------
/s/ W. J. SANDERS III* Chairman of the Board and Chief March 1, 1994
- ---------------------------------------------
(W. J.Sanders III) Executive Officer (Principal
Executive Officer)
/s/ ANTHONY B. HOLBROOK* Vice Chairman of the Board and March 1, 1994
- ---------------------------------------------
(Anthony B. Holbrook) Chief Technical Officer
/s/ RICHARD PREVITE* Director, President and Chief March 1, 1994
- ----------------------------------------------
(Richard Previte) Operating Officer
/s/ CHARLES M. BLALACK* Director March 1, 1994
- ----------------------------------------------
(Charles M. Blalack)
/s/ R. GENE BROWN* Director March 1, 1994
- ----------------------------------------------
(R. Gene Brown)
/s/ JOE L. ROBY* Director March 1, 1994
- ----------------------------------------------
(Joe L. Roby)
/s/ MARVIN D. BURKETT Senior Vice President, Chief March 1, 1994
- ----------------------------------------------
(Marvin D. Burkett) Administrative Officer and
Secretary; Chief Financial
Officer and Treasurer
(Principal Financial Officer)
/s/ LARRY R. CARTER Vice President and Corporate March 1, 1994
- ----------------------------------------------
(Larry R. Carter) Controller (Principal
Accounting Officer)
* By: MARVIN D. BURKETT
- ---------------------------------------------
(Marvin D. Burkett, Attorney-in-Fact)
26
ADVANCED MICRO DEVICES, INC.
------------------------
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
COVERED BY REPORT OF INDEPENDENT AUDITORS
ITEM 14(A)(1) AND (2)
The information under the following captions, which is included in the
Corporation's 1993 Annual Report to Stockholders, a copy of which is attached
hereto as Exhibit 13, is incorporated herein by reference:
PAGE REFERENCES
--------------------------------
1993 ANNUAL REPORT
FORM 10-K TO STOCKHOLDERS
--------- ------------------
Report of Independent Auditors................................... -- 29
Consolidated Statements of Operations for each of the three
fiscal years in the period ended December 26, 1993............. -- 17
Consolidated Balance Sheets at December 27, 1992 and
December 26, 1993.............................................. -- 18
Consolidated Statements of Cash Flows for each of the three
fiscal years in the period ended December 26, 1993............. -- 19
Notes to consolidated financial statements....................... -- 20-28
Supplementary financial data:
Fiscal years 1992 and 1993 by quarter (unaudited).............. -- 30-31
Schedules for each of the three fiscal years in the period ended
December 26, 1993:
I Marketable Securities....................................... F-3 --
II Amounts Receivable From Officers and Employees.............. F-4 --
V Property, plant and equipment............................... F-5 --
VI Accumulated depreciation and amortization of property, plant
and equipment............................................ F-6 --
VIII Valuation and qualifying accounts........................... F-7 --
X Supplementary operations statement information.............. F-8 --
All other schedules have been omitted since the required information is not
present or is not present in amounts sufficient to require submission of the
schedules, or because the information required is included in the consolidated
financial statements or notes thereto. With the exception of the information
incorporated by reference into Parts I, II and IV of this Form 10-K, the 1993,
Annual Report to Stockholders is not to be deemed filed as part of this report.
F-1
27
CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Advanced Micro Devices, Inc. of our report dated January 6, 1994,
included in the 1993 Annual Report to Stockholders of Advanced Micro Devices,
Inc.
Our audits also included the financial statement schedules of Advanced
Micro Devices, Inc. listed in Item 14(a). These schedules are the responsibility
of the Corporation's management. Our responsibility is to express an opinion
based on our audits. In our opinion, the financial statement schedules referred
to above, when considered in relation to the basic financial statements taken as
a whole, present fairly in all material respects the information set forth
therein.
We also consent to the incorporation by reference in the Registration
Statement on Form S-3 (No. 33-12011) pertaining to Depositary Convertible
Exchangeable Preferred Shares, in the Registration Statement on Form S-4 (No.
33-15015) pertaining to shares issued in connection with the acquisition of
Monolithic Memories, Inc. (MMI), in the Registration Statement on Form S-8 (No.
33-16060) pertaining to options granted under the MMI stock option plans, the
Registration Statement on Form S-8 (No. 33-16095) pertaining to the 1987
Restricted Stock Award Plan of Advanced Micro Devices Inc., in the Registration
Statement on Form S-8 (No. 33-39747) pertaining to the 1991 Stock Purchase Plan
of Advanced Micro Devices, Inc., in the Registration Statements on Form S-8
(Nos. 2-70376, 2-80148, 2-93392, 33-10319, 33-26266, 33-36596 and 33-46578)
pertaining to the Stock Option and Stock Appreciation Rights Plans of the
Corporation, and in the Registration Statement on Form S-8 (No. 33-46577)
pertaining to the 1992 Stock Incentive Plan of Advanced Micro Devices, Inc., and
in the related prospectuses, of our report dated January 6, 1994, with respect
to the consolidated financial statements incorporated herein by reference, and
our report included in the preceding paragraph with respect to the consolidated
financial statement schedules included in this Annual Report (Form 10-K) of
Advanced Micro Devices, Inc.
ERNST & YOUNG
March 3, 1994
San Jose, California
F-2
28
SCHEDULE I
ADVANCED MICRO DEVICES, INC.
------------------------
MARKETABLE SECURITIES
YEAR ENDED DECEMBER 26, 1993
(THOUSANDS)
SHORT-TERM MARKETABLE SECURITIES: (A)
Certificates of Deposit...................................................... $368,016
Commercial Paper............................................................. 34,645
Treasury Notes............................................................... 25,114
--------
Total Short-Term Marketable Securities............................................ $427,775
--------
--------
- ---------------
(A) Stated at cost which approximates market. No individual security or group of
securities of an issuer exceeds 2 percent of total assets.
F-3
29
SCHEDULE II
ADVANCED MICRO DEVICES, INC.
------------------------
AMOUNTS RECEIVABLE FROM OFFICERS AND EMPLOYEES
YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993
BALANCE RECEIVABLE
BALANCE AT CLOSE OF PERIOD
RECEIVABLE AT ----------------------
BEGINNING CURRENT NONCURRENT
OF PERIOD ADDITIONS COLLECTIONS ASSETS ASSETS
------------- --------- ----------- ------- ----------
YEAR ENDED DECEMBER 29, 1991:
Amounts Receivable from
Employees:
Robert R. Krueger............ (1) $ 310,500 $ -- $ -- $ -- $310,500
Barry Pomeroy................ (2) -- 110,000 -- -- 110,000
------------- --------- ----------- ------- ----------
Total................ $ 310,500 $ 110,000 $ -- $ -- $420,500
------------- --------- ----------- ------- ----------
------------- --------- ----------- ------- ----------
YEAR ENDED DECEMBER 27, 1992:
Amounts Receivable from
Officers:
Larry R. Carter.............. (3) $ -- $ 120,000 $ -- $40,000 $ 80,000
------------- --------- ----------- ------- ----------
Amounts Receivable from
Employees:
Robert R. Krueger............ (1) $ 310,500 $ -- $ (55,000) $ -- $255,500
Barry Pomeroy................ (2) 110,000 -- -- -- 110,000
------------- --------- ----------- ------- ----------
$ 420,500 $ -- $ (55,000) $ -- $365,500
------------- --------- ----------- ------- ----------
Total................ $ 420,500 $ 120,000 $ (55,000) $40,000 $445,500
------------- --------- ----------- ------- ----------
------------- --------- ----------- ------- ----------
YEAR ENDED DECEMBER 26, 1993:
Amounts Receivable from
Officers:
Larry R. Carter.............. (3) $ 120,000 $ -- $ (40,000) $40,000 $ 40,000
------------- --------- ----------- ------- ----------
Amounts Receivable from
Employees:
Robert R. Krueger............ (1) $ 255,500 $ -- $ (70,000) $ -- $185,500
Barry Pomeroy................ (2) 110,000 110,000 (110,000) --(4) 110,000
------------- --------- ----------- ------- ----------
$ 365,500 $ 110,000 $ (180,000) $ -- $295,500
------------- --------- ----------- ------- ----------
Total................ $ 485,500 $ 110,000 $ (220,000) $40,000 $335,500
------------- --------- ----------- ------- ----------
------------- --------- ----------- ------- ----------
- ---------------
(1) Promissory note secured by real property bearing interest at the rate of
8.74 percent per year due in July/1995.
(2) Non-interest bearing promissory note secured by real property paid off in
quarter 4/1993.
(3) Non-interest bearing, non-secured loan to be paid in three equal
installments of $40,000 due in July/1993, 1994 and 1995.
(4) Non-secured, interest bearing loan at the rate of 4.0 percent due in
February/1996.
F-4
30
SCHEDULE V
ADVANCED MICRO DEVICES, INC.
------------------------
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993
(THOUSANDS)
BALANCE BALANCE
BEGINNING ADDITIONS SALES/ END OF
OF PERIOD AT COST RETIREMENTS TRANSFERS PERIOD
---------- --------- ----------- --------- ----------
YEAR ENDED DECEMBER 29, 1991:
Land.......................... $ 22,168 $ 24 $ -- $ -- $ 22,192
Buildings and leasehold
improvements............... 380,323 11,679 (388) 11,349 402,963
Equipment..................... 1,009,052 66,238 (54,594) 42,582 1,063,278
Construction in progress...... 37,783 59,261 (908) (53,931) 42,205
---------- --------- ----------- --------- ----------
$1,449,326 $ 137,202 $ (55,890) $ -- $1,530,638
---------- --------- ----------- --------- ----------
---------- --------- ----------- --------- ----------
YEAR ENDED DECEMBER 27, 1992:
Land.......................... $ 22,192 $ -- $ -- $ -- $ 22,192
Buildings and leasehold
improvements............... 402,963 19,415 (7,911) 7,622 422,089
Equipment..................... 1,063,278 134,412 (60,330) 25,198 1,162,558
Construction in progress...... 42,205 68,237 (96) (32,820) 77,526
---------- --------- ----------- --------- ----------
$1,530,638 $ 222,064 $ (68,337) $ -- $1,684,365
---------- --------- ----------- --------- ----------
---------- --------- ----------- --------- ----------
YEAR ENDED DECEMBER 26, 1993:
Land.......................... $ 22,192 $ 1,637 $ -- $ 2,443 $ 26,272
Buildings and leasehold
improvements............... 422,089 5,880 (84) 16,414 444,299
Equipment..................... 1,162,558 71,681 (74,099) 175,111 1,335,251
Construction in progress...... 77,526 308,983 -- (193,968) 192,541
---------- --------- ----------- --------- ----------
$1,684,365 $ 388,181 $ (74,183) $ -- $1,998,363
---------- --------- ----------- --------- ----------
---------- --------- ----------- --------- ----------
The annual provisions for depreciation and amortization have been computed
principally in accordance with the following estimated useful lives:
Buildings....................... 26 years
Equipment....................... 3 to 5 years
Leasehold improvements.......... Lesser of 5 years or life of lease
F-5
31
SCHEDULE VI
ADVANCED MICRO DEVICES, INC.
------------------------
ACCUMULATED DEPRECIATION AND AMORTIZATION OF
PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993
(THOUSANDS)
BALANCE ADDITIONS BALANCE
BEGINNING CHARGED TO SALES/ END OF
OF PERIOD OPERATIONS OTHER(1) RETIREMENTS PERIOD
--------- ---------- -------- ----------- ----------
YEAR ENDED DECEMBER 29, 1991:
Buildings and leasehold
improvements.................. $ 129,869 $ 43,891 $ (4) $ (384) $ 173,372
Equipment........................ 672,440 112,044 672 (54,230) 730,926
Construction in progress......... -- -- -- -- --
--------- ---------- -------- ----------- ----------
$ 802,309 $155,935 $668 $ (54,614) $ 904,298
--------- ---------- -------- ----------- ----------
--------- ---------- -------- ----------- ----------
YEAR ENDED DECEMBER 27, 1992:
Buildings and leasehold
improvements.................. $ 173,372 $ 42,498 $ -- $ (6,937) $ 208,933
Equipment........................ 730,926 109,815 222 (58,814) 782,149
Construction in progress......... -- -- -- -- --
--------- ---------- -------- ----------- ----------
$ 904,298 $152,313 $222 $ (65,751) $ 991,082
--------- ---------- -------- ----------- ----------
--------- ---------- -------- ----------- ----------
YEAR ENDED DECEMBER 26, 1993:
Buildings and leasehold
improvements.................. $ 208,933 $ 38,661 $ -- $ (18) $ 247,576
Equipment........................ 782,149 136,406 366 (72,460) 846,461
Construction in progress......... -- -- -- -- --
--------- ---------- -------- ----------- ----------
$ 991,082 $175,067 $366 $ (72,478) $1,094,037
--------- ---------- -------- ----------- ----------
--------- ---------- -------- ----------- ----------
- ---------------
(1) Provision for write-down to net realizable value.
F-6
32
SCHEDULE VIII
ADVANCED MICRO DEVICES, INC.
------------------------
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993
(THOUSANDS)
BALANCE ADDITIONS BALANCE
BEGINNING CHARGED END OF
OF PERIOD TO OPERATIONS DEDUCTIONS(1) PERIOD
--------- ------------- ------------- -------
Allowance for doubtful accounts:
YEARS ENDED:
December 29, 1991........................ $ 4,905 $ 1,582 $ -- $ 6,487
December 27, 1992........................ 6,487 986 (794) 6,679
December 26, 1993........................ 6,679 1,540 (727) 7,492
- ---------------
(1) Accounts (written off) recovered, net.
F-7
33
SCHEDULE X
ADVANCED MICRO DEVICES, INC.
------------------------
SUPPLEMENTARY OPERATIONS STATEMENT INFORMATION
YEARS ENDED DECEMBER 29, 1991, DECEMBER 27, 1992 AND DECEMBER 26, 1993
(THOUSANDS)
CHARGED TO COSTS AND EXPENSES
--------------------------------
1991 1992 1993
-------- -------- --------
Maintenance and repairs....................................... $ 58,097 $ 69,004 $ 76,124
All other information is either not material or included in the
consolidated financial statements, notes thereto, or other schedules.
F-8
34
ADVANCED MICRO DEVICES, INC.
------------------------
INDEX TO EXHIBITS
(ITEM 14(A)(3))
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to
the Corporation's Annual Report on Form 10-K for the fiscal period
ended December 27, 1987, is hereby incorporated by reference.
3.2 Certificate of Designations for Convertible Exchangeable Preferred
Shares, filed as Exhibit 3.2 to the Corporation's Annual Report on
Form 10-K for the fiscal year ended March 27, 1987, is hereby
incorporated by reference.
3.3 Certificate of Designations for Series A Junior Participating
Preferred Stock, filed as Exhibit 3.3 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989,
is hereby incorporated by reference.
3.4 By-Laws, as amended, filed as Exhibit 3.4 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 27,
1992, is hereby incorporated by reference.
4.1 Deposit Agreement with respect to the $30 Convertible Exchangeable
Preferred Shares, filed as Exhibit 4.3 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended March 29, 1987, is
hereby incorporated by reference.
4.2 Indenture with respect to the 6% Convertible Subordinated
Debentures due in 2012, filed as Exhibit 4.4 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended March 29,
1987, is hereby incorporated by reference.
4.3 The Corporation hereby agrees to file on request of the Commission
a copy of all instruments not otherwise filed with respect to
long-term debt of the Corporation or any of its subsidiaries for
which the total amount of securities authorized under such
instruments does not exceed 10% of the total assets of the
Corporation and its subsidiaries on a consolidated basis.
4.4 Rights Agreement between the Corporation and Bank of America N.T.
& S.A., filed as Exhibit 4.1 to the Corporation's Current Report
on Form 8-K dated February 7, 1990, is hereby incorporated by
reference.
*10.1 AMD 1982 Stock Option Plan, as amended.
*10.2 AMD 1986 Stock Option Plan, as amended.
*10.3 AMD 1992 Stock Incentive Plan, as amended.
*10.4 AMD 1980 Stock Appreciation Rights Plan, as amended.
*10.5 AMD 1986 Stock Appreciation Rights Plan.
*10.6 MMI 1975 Stock Option Plan, as amended, filed as Exhibit 10.6 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
*10.7 MMI 1981 Incentive Stock Option Plan, as amended.
*10.8 Forms of Stock Option Agreements, filed as Exhibit 10.8 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 29, 1991, is hereby incorporated by reference.
*10.9 Form of Limited Stock Appreciation Rights Agreement, filed as
Exhibit 4.11 to the Corporation's Registration Statement on Form
S-8 (No. 33-26266) is hereby incorporated by reference.
*10.10 AMD 1987 Restricted Stock Award Plan, as amended.
*10.11 Forms of Restricted Stock Agreements, filed as Exhibit 10.11 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
35
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------
*10.12 Resolution of Board of Directors on September 9, 1981, regarding
acceleration of vesting of all outstanding stock options and
associated limited stock appreciation rights held by officers
under certain circumstances, filed as Exhibit 10.10 to the
Corporation's Annual Report on Form 10-K for fiscal year ended
March 31, 1985, is hereby incorporated by reference.
*10.13(a) Employment Agreement dated July 1, 1991, between the Corporation
and W. J. Sanders III, filed as Exhibit 10.1 to the Corporation's
Form 8-K dated September 3, 1991, is hereby incorporated by
reference.
*10.13(b) Amendment dated August 27, 1991, to Employment Agreement between
the Corporation and W. J. Sanders III, filed as Exhibit 10.2 to
the Corporation's Form 8-K dated September 3, 1991, is hereby
incorporated by reference.
*10.14 Management Continuity Agreement between the Corporation and W. J.
Sanders III, filed as Exhibit 10.14 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 29, 1991,
is hereby incorporated by reference.
*10.15 Bonus Agreement between the Corporation and Richard Previte, filed
as Exhibit 10.15 to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 29, 1991, is hereby
incorporated by reference.
*10.16 Executive Bonus Plan, filed as Exhibit 10.16 to the Corporation's
Annual Report on Form 10-K for the fiscal year ended December 29,
1991, is hereby incorporated by reference.
*10.17 Bonus Agreement between the Corporation and Anthony B. Holbrook,
filed as Exhibit 10.17 for the fiscal year ended December 27,
1992, is hereby incorporated by reference.
*10.18 Form of Bonus Deferral Agreement, filed as Exhibit 10.12 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
March 30, 1986, is hereby incorporated by reference.
*10.19 Form of Executive Deferral Agreement, filed as Exhibit 10.17 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 31, 1989, is hereby incorporated by reference.
*10.20 Director Deferral Agreement of R. Gene Brown, filed as Exhibit
10.18 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, is hereby incorporated by
reference.
*10.21 License Agreement with Western Electric Company, Incorporated,
filed as Exhibit 10.5 to the Corporation's Annual Report on Form
10-K for fiscal year ended 1979, is hereby incorporated by
reference.
10.22 Intellectual Property Agreements with Intel Corporation, filed as
Exhibit 10.21 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 29, 1991, is hereby incorporated by
reference.
10.23 Award of Arbitrator in Case No. 626879 between the Corporation and
Intel Corporation, filed as Exhibit 28.2 on Form 8-K dated
February 24, 1992, is hereby incorporated by reference.
10.24 Form of Indemnification Agreements with former officers of
Monolithic Memories, Inc., filed as Exhibit 10.22 to the
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 27, 1987, is hereby incorporated by reference.
10.25 Agreement and Plan of Reorganization between Monolithic Memories
Inc., the Corporation and Advanced Micro Devices Merger
Corporation, filed as Annex A to the Corporation's Amendment No. 1
to Registration Statement on Form S-4 (No. 33-15015), dated June
25, 1987, is hereby incorporated by reference.
*10.26 Form of Management Continuity Agreement, filed as Exhibit 10.25 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
**10.27(a) Joint Venture Agreement between the Corporation and Fujitsu
Limited.
**10.27(b) Technology Cross-License Agreement between the Corporation and
Fujitsu Limited.
36
EXHIBIT
NUMBER DESCRIPTION
- ---------- ------------------------------------------------------------------
**10.27(c) AMD Investment Agreement between the Corporation and Fujitsu
Limited.
**10.27(d) Fujitsu Investment Agreement between the Corporation and Fujitsu
Limited.
**10.27(e) Joint Venture License Agreement between the Corporation and
Fujitsu Limited.
**10.27(f) Joint Development Agreement between the Corporation and Fujitsu
Limited.
10.28 Credit Agreement dated as of January 4, 1993, among Advanced Micro
Devices, Inc., Bank of America National Trust and Savings
Association as Agent, The First National Bank of Boston as
Co-Agent, filed as Exhibit 10.27 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended December 27, 1992,
is hereby incorporated by reference.
10.29(a) Amended and Restated Guaranty dated as of January 4, 1993, by
Advanced Micro Devices, Inc. in favor of CIBC Inc., filed as
Exhibit 10.28(a) to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 27, 1992, is hereby
incorporated by reference.
10.29(b) Building Lease by and between CIBC Inc. and AMD International
Sales & Service, Ltd. dated as of September 22, 1992, filed as
Exhibit 10.28(b) to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 27, 1992, is hereby
incorporated by reference.
10.29(c) First Amendment to Building Lease dated December 22, 1992, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.,
filed as Exhibit 10.28(c) to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 27, 1992, is hereby
incorporated by reference.
10.29(d) Land Lease by and between CIBC Inc. and AMD International Sales &
Service, Ltd. dated as of September 22, 1992, filed as Exhibit
10.28(d) to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 27, 1992, is hereby incorporated by
reference.
10.29(e) First Amendment to Land Lease dated December 22, 1992, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.,
filed as Exhibit 10.28(e) to the Corporation's Annual Report on
Form 10-K for the fiscal year ended December 27, 1992, is hereby
incorporated by reference.
*10.30 Executive Savings Plan.
*10.31 Form of Split Dollar Agreement.
*10.32 Form of Collateral Security Assignment Agreement.
*10.33 Forms of Stock Option Agreements to the 1992 Stock Incentive Plan,
filed as Exhibit 4.3 to the Corporation's Registration Statement
on Form S-8 (No. 33-46577) is hereby incorporated by reference.
*10.34 1992 United Kingdom Share Option Scheme, Filed as Exhibit 4.2 to
the Corporation's Registration on Form S-8 (No. 33-46577) is
hereby incorporated by reference.
11.1 Statement re computation of per share earnings.
13. 1993 Annual Report to Stockholders which have been incorporated by
reference into Parts I, II, and IV of this annual report. To the
extent filed, refer to the front page hereinabove.
22. List of AMD subsidiaries.
24. Consent of Independent Auditors, refer to page F-2 hereinabove.
25. Power of Attorney.
The Corporation will furnish a copy of any exhibit on request and payment
of the Corporation's reasonable expenses of furnishing such exhibit.
* Management contracts and compensatory plans or arrangements required to be
filed as an Exhibit to comply with Item 14(a)(3).
** Confidential treatment has been requested as to certain portions of these
Exhibits.
37
AMD -- 90185