ADVANCED MICRO DEVICES INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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 25, 1994

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 1-7882

ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)

94-1692300
(IRS Employer
Identification Number)

ONE AMD PLACE
SUNNYVALE, CALIFORNIA
(Address of principal executive offices)

94088-3453
(Zip Code)

Registrant's telephone number, including area code: (408) 732-2400

Securities registered pursuant to Section 12(b) of the Act:

(TITLE OF EACH CLASS) (NAME OF EACH EXCHANGE ON
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 STOCK

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 X No
--- ---

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 27, 1995.

$2,813,646,457

Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.

95,942,821 SHARES AS OF FEBRUARY 27, 1995.

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the Annual Report to Stockholders for the fiscal year ended
December 25, 1994, are incorporated into Parts I, II and IV hereof.

(2) Portions of the Proxy Statement dated on or before March 31, 1995, for the
Annual Meeting of Stockholders to be held on May 9, 1995, 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 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 primarily consist of 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 standard or catalog items, increasingly many of its recently developed
products are designed for specific applications such as telecommunications,
personal computers, engineering workstations, optical disk memory or local area
networks. As a service to certain major customers, the Corporation modifies
portions of these application-specific devices to meet specific customer needs.
The resulting devices are produced in significant volumes for such customers.

AMD began as an alternate-source manufacturer of integrated circuits
originally developed by other suppliers and has gradually shifted to proprietary
products (i.e., products resulting from the Corporation's design or technology
innovations). The Corporation has made a significant commitment to research and
development which has contributed toward its becoming a leader in manufacturing
and process technology within the integrated circuit industry.

The Corporation has focused its product development activities on the three
areas of its business: (1) X86, K86 and other microprocessors and related
embedded processors for personal computers, (2) applications solutions products,
and (3) high-volume commodity products such as programmable logic and non-
volatile memory devices.

Personal computer (PC) products include microprocessors and related
embedded processors used in computers. AMD's applications solutions products
are focused on networks, voice/data communications (WORLD NETWORK/R/), and on
computer peripherals, computer interfaces and mass storage. High-volume
commodity products include programmable logic devices ("PLDs") and other non-
volatile memory devices (such as FLASH Memory). PLDs and FLASH Memory devices
are typically produced by more than one manufacturer, subject to intense
competition, and broadly applicable across a wide customer base. Since most 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.

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Microprocessors

X86 Microprocessors. A microprocessor is the central processing unit (CPU)
of a computer. A microprocessor processes system data and controls
input/output, peripheral and memory devices. A microprocessor may also be used
in connection with other processors such as microcontrollers which are embedded
microprocessors contained in peripherals or other coprocessors which perform
certain functions such as arithmetic calculations. The X86 architecture,
originally developed by Intel Corporation, has been the leading architecture for
personal computer microprocessors. AMD's X86 microprocessor strategy has been
to serve as an alternative source for X86 microprocessors, introducing products
at comparable prices to competitive products, but with additional customer-
driven features. In 1993, the Corporation entered into a license agreement with
Microsoft/R/, the personal computer industry's leading supplier of operation
systems software, pursuant to which the Microsoft Windows/TM/ compatible logo
now appears on AMD's microprocessor packaging and advertising indicating that
the Corporation's product is compatible with such software. The Corporation
believes that this approach is consistent with what it perceives to be the
computer industry's shift from an emphasis on hardware compatibility to software
compatibility.

In the second quarter of 1993, the Corporation began to offer its Am486/TM/
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 486DX family of microprocessors accounted for approximately thirty-
seven percent (37%) of the Corporation's 1994 revenues. A significant portion
of the Corporation's total revenues, profits, and margins were attributable to
Am486 products. Prior to a settlement with Intel Corporation in January, 1995,
the Corporation's Am386 and Am486 products were the subject of microcode
litigations with Intel Corporation. (For more information see Item 3, Legal
Proceedings, Number 2.).

Embedded Control Microprocessors. The Corporation's proprietary
Am29000/TM/ 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.

K86 Microprocessors. The Corporation expects that, in the second half of
1995, it will offer its next generation of microprocessor products known as the
K86, based on superscalar RISC-type architecture. The K86 products are
designed to be compatible with operating system software such as Microsoft
Windows. Production of the initial K86 products, known as K-5, is presently
scheduled to commence in the second half of 1995. The Corporation is currently
in the process of developing additional K86 products. The K86 products are not
designed to use any Intel copyrighted microcode; however, they do rely on patent
licenses from several companies, including Intel Corporation.

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. Such
products include integrated circuits that work with central processing units to
manage selected input/output system functions such as to control disk drives,
keyboards, printers and communications and networking devices.

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

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which are designed for a specific application. In the case of some large
customers, these products are tailored for specific customer needs.

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. The Corporation offers several Ethernet products designed for use on
personal computer motherboards and add-in cards. AMD also is a supplier of
chip sets to support the 100-megabit-per-second Fiber Distributed Data Interface
(FDDI) local area network standard which is primarily used in network backbones
and 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/TM/) are an integral part of a design 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.

High-Volume Commodity Products

Programmable Logic Devices (PLDs). The Corporation is a 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.

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 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 offers a family of CMOS
EPROM devices from 64K (64,000 bits) to 4 megabits (4,000,000 bits) in density.

The Corporation has also developed a family of FLASH Memories to address
the emerging market for PC memory cards, solid-state disks, cellular
communications and networking applications.

Joint Venture with Fujitsu Limited. In 1993, AMD and Fujitsu Limited
(Fujitsu) formed a joint venture for the development, manufacture and sale of
integrated circuits. Through the joint venture, the two companies have
constructed and are operating an $800 million wafer fabrication facility in
Aizu-Wakamatsu, Japan to produce non-volatile memory devices such as EPROMs and
FLASH Memories. The new facility is presently scheduled to begin volume
production in late 1995, and will utilize eight-inch wafers and process
technologies capable of producing products with geometries of one-half (0.5)
micron or

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smaller. AMD and Fujitsu will not independently produce EPROM and FLASH Memory
products with geometries of one-half (0.5) micron or smaller outside of the
joint venture. Currently, the primary mission of the joint venture is the
production of FLASH Memory devices.

The percentages of the equity of the joint venture owned by the Corporation
and Fujitsu are 49.95% and 50.05%, respectively. Each company contributes
toward funding and supporting the joint venture in proportion to its ownership
percentage. AMD is expected to contribute approximately one-half of its share
of funding in cash as equity investment, and may be required to guarantee third
party loans made to the joint venture for the remaining one-half. Each company
is obligated to invest up to approximately $200 million as equity in the joint
venture. (For more information, see Item 7, Management's Discussion and Analysis
of Results of Operations and Financial Condition contained in the 1994 Annual
Report to Stockholders ("Management's Discussion").) 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.

MARKETING AND SALES

AMD markets and sells its products primarily to original equipment
manufacturers (OEMs) of computation and communication equipment. AMD's products
are sold under the AMD/R/ trademark. The Corporation has an agreement with
Compaq Computer Corporation (Compaq) under which the Corporation supplies 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 25, 1994. The
Corporation employs a direct sales force 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 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
AMD's products against price reductions as well as products that are slow moving
or have been discontinued by the Corporation. These agreements, which may be
canceled 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 1994 Annual Report to Stockholders.)

AMD 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 11 of Notes to
Consolidated Financial Statements contained in the 1994 Annual Report to
Stockholders.) The international sales force also works with independent sales
representatives and distributors in approximately 34 countries, including those
where AMD has sales subsidiaries. The Corporation's

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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. (For more information, see Item 7, Management's Discussion.)

BACKLOG

AMD manufactures and markets a standard or catalog line of products.
Consequently, 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 meaningful backlog figures or are
necessarily indicative of actual sales for any succeeding period.

COMPETITION

Historically, the semiconductor industry has experienced 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. Competitive factors in the
semiconductor industry center primarily around market acceptance, timing of new
products and a product's performance, price and availability.

Numerous firms compete with AMD in the manufacture and sale of integrated
circuits. 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 integrated circuits, such as manufacturers of computers, telecommunications
equipment and consumer electronics products.

AMD 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, all of whom are making
active efforts to increase their respective and collective worldwide market
shares. (For more information concerning Fujitsu, see the discussion on the
joint venture with Fujitsu above.)

All of the above-mentioned competitors are either substantially larger in
both gross sales and total assets than AMD 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

The Corporation's expenses for research and development in 1992, 1993 and
1994, were $227,860,000, $262,802,000, and $279,984,000, respectively. Such
expenses represented 15.0%, 16.0% and 13% of sales in 1992, 1993 and 1994,
respectively. AMD's research and development expenses are charged to operations
as incurred. Most of the research and development personnel are integrated into
the engineering staff.

MANUFACTURING

Product design and development, and wafer fabrication activities are
currently conducted at AMD's facilities in California and in Texas. A
subsidiary of Sony

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Corporation manufactures bipolar products for the Corporation in San Antonio,
Texas, using equipment owned by AMD. Nearly all product assembly and final
testing are 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. (See also
the discussion on the joint venture with Fujitsu above.)

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
$1.3 billion when fully equipped. The facility is presently scheduled to
commence volume production in late 1995.

In early 1994, the Corporation entered into an agreement with Digital
Equipment Corporation ("Digital") under which Digital agreed to provide a
foundry in Queensferry, Scotland, for production of the Corporation's Am486
products. In late 1994, Digital commenced production of Am486 wafers for the
Corporation. The Digital foundry was acquired in late 1994 by Motorola, Inc. and
the foundry arrangement has been assumed by Motorola. The Corporation also
entered into a foundry arrangement in the third quarter of 1994 with Taiwan
Semiconductor Manufacturing Corporation, Ltd. (TSMC) for production of AMD's
Am486 microprocessors. Volume production under the TSMC arrangement is
presently scheduled to commence before the end of 1995. The TSMC arrangement
extends through 1997.

Raw Materials. Certain of the raw materials used by the Corporation in
the manufacture of its products 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 AMD, as well as by the
majority of other companies in the semiconductor industry, the principal
suppliers are Japanese companies. Shortages could occur in various essential
materials due to interruption of supply or increased demand in the industry. If
AMD 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 not experienced significant difficulty in obtaining the necessary raw
materials.

Environmental Regulations. The Corporation is subject to a variety of
governmental regulations related to the use, storage, handling, discharge or
disposal of toxic, volatile or otherwise hazardous chemicals used in the
manufacturing process. The Corporation believes that it is currently in
compliance in all material respects with these regulations and that it has
obtained all necessary environmental permits to conduct its business, which
permits generally relate to the discharge of hazardous wastes. Nevertheless, the
failure to comply with present or future regulations could result in fines being
imposed on the Corporation, suspension of production, alteration of the
Corporation's manufacturing processes or cessation of operations. Such
regulations could require the Corporation to acquire expensive remediation
equipment or to incur other expenses to comply with environmental regulations.
(See Item 3, Legal Proceedings, Number 1.) Any failure by the Corporation to
control the use, disposal or storage of, or adequately restrict the discharge
of, hazardous substances could subject the Corporation to future liabilities.

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INTELLECTUAL PROPERTY AND LICENSING

The Corporation and its subsidiaries have been granted 820 United States
patents, and approximately 469 patent applications are pending in the United
States. In certain cases, 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 as
it deems appropriate. The Corporation has entered into numerous cross-licensing
and technology exchange agreements under which it both transfers and receives
technology and intellectual property rights. Although the Corporation attempts
to protect its intellectual property rights through patents, copyrights, trade
secrets and other measures, there can be no assurance that the Corporation will
be able to protect its technology adequately or that competitors will not be
able to develop similar technology independently. There can be no assurance
that any patent applications that the Corporation may file will be issued or
that foreign intellectual property laws will protect the Corporation's
intellectual property rights. There can be no assurance that any patent
licensed by or issued to the Corporation will not be challenged, invalidated or
circumvented or that the rights granted thereunder will provide competitive
advantages to the Corporation. Furthermore, there can be no assurance that
others will not independently develop similar products, duplicate the
Corporation's products or design around the patents licensed by or issued to the
Corporation.

From time to time AMD has been notified that it may be infringing
intellectual property rights of others. If any such claims are asserted against
the Corporation, the Corporation may seek to obtain a license under the third
party's intellectual property rights. The Corporation could decide, in the
alternative, to resort to litigation to challenge such claims. Such challenges
could be extremely expensive and time consuming and could materially adversely
affect the Corporation's business, financial condition and results of
operations. 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, Number 2.)

EMPLOYEES

On December 25, 1994, AMD and its subsidiaries employed approximately
11,800 employees.

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,
Manufacturing and Item 7, Management's Discussion). Over 1.25 million square
feet of this space is in buildings owned by the Corporation.

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). In early 1994, the Corporation began utilizing One
AMD Place for its corporate sales, marketing and administrative offices. This
arrangement provides the Corporation with the option to purchase One AMD Place
during the lease term. 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
722,800 square feet for its operations in Malaysia, Singapore and Thailand.
(See Item 1, Manufacturing and Item 7, Management's Discussion). Of the entire

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worldwide facilities owned or leased by the Corporation, approximately 588,000
square feet are currently vacant. In addition, approximately 700,000 square feet
are currently vacant until the construction of the Corporation's new
manufacturing facility in Austin, Texas (FAB 25) is completed in 1995. The
Corporation holds 74 undeveloped acres of land in the Republic of Ireland. The
Corporation also has an equity interest in 58 acres of land in Albuquerque, New
Mexico.

The Corporation leases 33 sales offices in North America and 16 sales
offices in Asia and Europe for its direct sales force. These offices are
located in cities in major electronics markets where concentrations of AMD's
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 13 of Notes to Consolidated Financial Statements contained in the
1994 Annual Report to Stockholders.)

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. 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. However,
there has been no allocation of responsibility for the contamination between the
parties. 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 plans include 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).

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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.

A notice dated October 3, 1994 was received by the Corporation from the
Department of Ecology of the State of Washington indicating that the Department
had determined the Corporation to be a potentially liable person for the release
of hazardous substances on a site located in Yakima, Washington. The
Corporation is currently investigating this claim. The Corporation believes
that the foregoing environmental matter will not have a material adverse effect
on the financial condition or results of operations of the Corporation.

2. AMD/Intel Litigations and Settlement. On January 11, 1995, the
Corporation reached an agreement with Intel Corporation ("Intel") to settle all
currently outstanding litigation between the companies. The terms of the
settlement include the following:

(1) AMD will have a fully paid-up, nonexclusive, world-wide, royalty-
free, perpetual license to copy and distribute the microcode and
control code in the Intel287(TM), Intel386(TM) and Intel486(TM)
microprocessor product families.

(2) AMD agreed that it has no right to copy any other Intel microcode
including the Pentium(TM) Processor microcode, the P6 microcode and
the 486 ICE (in-circuit emulation) microcode.

(3) The companies agreed to negotiate a new patent cross-license
agreement to become effective January 1, 1996.

(4) AMD agreed to pay Intel $58 million in settlement of claims for past
damages related to AMD's distribution of Am486(R) microprocessors
containing Intel's 486 ICE microcode. As ordered in a 1992
arbitration between the companies, Intel will pay AMD approximately
$18 million in damages (which includes interest) awarded by the
arbitrator for breach of contract and will not contest certain
rights granted AMD in the arbitration which are described more fully
below under "AMD/Intel Technology Agreement Arbitration." The
Corporation recorded both the ICE case damages and the arbitration
award in 1994.

(5) Intel and AMD will drop all cases against each other, including
appeals, currently pending in the courts.

(6) AMD will have the right to use foundries for Am486 products
containing Intel microcode for up to 20 percent of annual total unit
shipments of Am486 microprocessors.

(7) AMD and its customers will receive a license for Intel's "Crawford
'338" patent, covering memory management.

(8) The two companies agreed not to initiate legal action against one
another for any activity occurring prior to January 6, 1995.

The settlement agreement resolved the following legal proceedings which had
been pending between the companies:

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a. AMD/Intel Technology Agreement Arbitration. A 1982 technology
exchange agreement between AMD and Intel had been the subject of a dispute
which was submitted to arbitration through the Superior Court of Santa Clara
County, California. The dispute centered around issues relating to whether
Intel breached its agreement with AMD and whether that breach injured AMD, as
well as the remedies available to AMD for such a breach. In February 1992, the
arbitrator awarded AMD several remedies, including the following: monetary
damages and interest, 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 Am386 family of
microprocessors; and a two-year extension, until December 31, 1997, of the
copyright and patent rights granted to AMD under a 1976 Cross License Agreement
between AMD and Intel, insofar as those rights concern the Am386 microprocessor
family. Intel appealed the decision as it related to the technology award.
Ultimately a judgment on the award was entered in the Corporation's favor, and
the judgment was affirmed by the California Supreme Court. Pursuant to the
settlement, Intel will pay AMD $18 million in damages and interest pursuant to
the arbitrator's award and will drop further appeals of the judgment.

b. 287 Microcode Litigation. (Case No. C-90-20237, N.D. Cal.) On
April 23, 1990, Intel 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 alleged several causes of action,
including infringement of Intel copyright on the Intel microcode used in its 287
math coprocessor, mask work infringement, unfair competition by means of false
advertising and unauthorized copying of the Intel 287 microcode by the third
party developer of the AMD 80C287. Pursuant to the settlement, AMD will have a
fully paid-up, non-exclusive, world-wide, royalty-free, perpetual license to the
microcode in the Intel287 microprocessor product family. A stipulation of
dismissal was filed January 26, 1995 and all claims, counterclaims and defenses
arising out of this action were dismissed with prejudice.

c. 386 Microcode Litigation. (Case No. A-91-CA-800, W.D. Tex. and
Case No.C-92-20039, N.D. Cal.) On October 9, 1991, Intel 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. Tex.), This action was transferred to the
U.S. District Court, Northern District of California (Case No. C-92-20039, N.D.
Cal.).

In this action, Intel claimed copyright infringement of what Intel
described as: (1) its 386 microprocessor microcode program and revised programs,
(2) a "control program" stored in a 386 microprocessor programmable logic array
and (3) Intel In-Circuit Emulation (ICE) microcode. The complaint sought
damages and injunctive relief arising out of the Corporation's development,
manufacture and sale of its Am386 microprocessors and sought a declaratory
judgment concerning two license agreements between the companies, including a
claim for a declaratory judgment that AMD's license rights to Intel's microcodes
would expire on December 31, 1995, and that AMD would no longer be able sell
product containing Intel microcode after that date. Pursuant to the settlement,
AMD will have a fully paid-up, non-exclusive, world-wide, royalty-free,
perpetual license to the microcode in the Intel386 microprocessor product
family. A stipulation of dismissal was filed January 20, 1995 and all claims,
counterclaims and defenses arising out of this action were dismissed with
prejudice.

d. 486 Microcode Litigation. (Case No. C-93-20301 PVT, N.D. Cal.)
On April 28, 1993, Intel 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 alleged several causes of
action, including infringement of various Intel copyrighted computer programs.
Intel sought damages and injunctive relief based on the following claims: (1)
AMD's alleged copying and distribution of 486

12

"Processor Microcode Programs" and "Control Programs"; and (2) AMD's alleged
copying of 486 "Processor Microcode" as an intermediate step in creating
proprietary microcodes for the AMD version of the 486. Intel also sought a
declaratory judgment that (1) AMD had induced third-party copyright infringement
through encouraging third parties to import Am486-based products ; (2) AMD's
license rights to Intel microcode would expire as of December 31, 1995, and AMD
could no longer sell any products containing Intel microcode after that date ;
(3) AMD's license rights to Intel microcodes would not extend to In-Circuit
Emulation (ICE) microcode ("ICE Claim"); and (4) AMD would not be licensed to
authorize third party foundries to copy the Intel microcode. Intel also sought
damages and injunctive relief based on AMD's alleged copying and distribution of
Intel's "386 Processor Microcode Program" in AMD's 486 microprocessor.

Pursuant to the settlement, the parties agreed to dismiss all claims,
counterclaims and defenses raised in this action with the exception of the ICE
Claim. AMD consented to the entry of a permanent injunction prohibiting its
distribution of 486 products containing the ICE microcode after January 15, 1995
and agreed to pay $58 million to Intel for past damages relating to the ICE
Claim. AMD will have a fully paid-up, non-exclusive, world-wide, royalty-free,
perpetual license to the microcode in the Intel486 microprocessor product
family, excluding the 486 ICE microcode. AMD will have the right to use outside
foundries to produce Am486 microprocessors containing Intel microcode for up to
20 percent of its annual total unit shipments of Am486 microprocessors. The
parties have filed with the court a stipulation for the dismissal with prejudice
for this action and the entry of a permanent injunction relating to the ICE
Claim. The Corporation anticipates that the dismissal and the permanent
injunction will be entered by the court in accordance with the stipulation.

e. Antitrust Case Against Intel. On August 28, 1991, the
Corporation filed an antitrust complaint against Intel 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 alleged that
Intel illegally coerced customers to purchase Intel chips through selective
allocations of Intel products and tying availability of the Intel 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 to intimidate AMD
customers. The complaint requested significant monetary damages, and an
injunction requiring Intel to license the 80386 and 80486 to AMD, or other
appropriate relief. Pursuant to the settlement, a stipulation of dismissal was
filed January 20, 1995 and all claims, counterclaims and defenses arising out of
this action were dismissed with prejudice.

f. Business Interference Case Against Intel. On November 12,
1992, the Corporation filed a proceeding against Intel in the Superior Court of
Santa Clara County, California (Civil 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 AMD's customers to pay to Intel patent royalties if
they purchased 386 and 486 microprocessors from AMD. The patent involved,
referred to as the Crawford '338 patent, covered various aspects of how the
Intel 386 microprocessor, the Intel 486 microprocessor and future X86 processors
manage memory and how these microprocessors generate memory pages and page
tables when combined with external memory and multi-tasking software such as
Microsoft Windows(TM), OS/2(R) or UNIX(R). The action was removed to the Federal
District Court (Case No. C-92-20789, (N.D. Cal.) 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 alleged that Intel was
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 protected the Corporation's customers from an
Intel patent infringement lawsuit. No royalties for the license were charged to

13

customers who purchased these microprocessors from Intel. Intel filed a
counterclaim against AMD for inducing infringement of the Crawford '338 patent
by computer manufacturers and others. This case was stayed pending resolution
of the International Trade Commission Proceeding, discussed below. Pursuant to
the settlement, AMD and its customers will have a license for the Crawford '338
patent. A stipulation of dismissal was filed January 19, 1995 and all claims,
counterclaims and defenses arising out of this action were dismissed with
prejudice.

g. International Trade Commission Proceeding. The United States
International Trade Commission Proceeding (the "ITC Proceeding") (Investigation
No. 337-TA-352) was filed by Intel 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 claimed that the
respondents induce computer end-users to infringe the Crawford '338 patent when
the computers containing AMD microprocessors are used with multi-tasking
software such as Windows, UNIX or OS/2. Intel was seeking 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 intervened in the
ITC Proceeding as a real party in interest. Pursuant to the settlement AMD and
its customers will have a license under the Crawford '338 patent, which, insofar
as AMD and its products are concerned, eliminates the basis on which Intel
sought relief against the respondents in the ITC Proceeding.

3. In Re AMD 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 Exchange Act of 1934, 15 U.S.C. ((S))((S)) 78j(b) and 78t(a),
respectively, and Rule 10b-5 promulgated thereunder, 17 C.F.R. ((S)) 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 misrepresentations and violations of the
California Corporations Code.

The class actions have been settled and dismissed with prejudice. The
cost of the settlements was $34 million, which was recorded in 1994.

4. George A. Bilunka, et al. v. Sanders, et al. (Case No. 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 was named as a nominal defendant. This
purported derivative action essentially alleged that the individual defendants
breached their fiduciary duties to the Corporation by causing, or permitting,
the Corporation to make allegedly false and misleading statements (described in

In re AMD Securities Litigation above) 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. This action
alleged that a pre-suit demand on the Corporation's Board of Directors would
have been futile because of alleged director involvement. Damages were sought
against the individual defendants in an unspecified amount.

By order of the Court, this case was consolidated for settlement
purposes with the securities class actions discussed above. The parties settled
this case for $2.25 million, payable to the Corporation by the Corporation's
directors and officers liability insurance carrier net of legal fees of
derivative plaintiff's counsel and other miscellaneous costs.

14

The net payment to the Corporation will be approximately $1 million. The
derivative action has been dismissed with prejudice.

5. SEC Investigation. The Securities and Exchange Commission
("SEC") has notified the Corporation that it is conducting an informal
investigation of the Corporation regarding the Corporation's disclosures about
the development of its Am486SX products. The investigation involves, among
other things, the disclosures that were the subject of the securities class
action and derivative suit described in Item 3, Numbers 3 and 4, above. The
Corporation is cooperating fully with the SEC's requests for information. The
investigation is, however, in a preliminary stage and no assurance can be given
that the SEC will not bring an action against the Corporation or any of its
employees. There can also be no assurance that any action taken by the SEC
arising from its investigation will not have a significant adverse effect on the
Corporation.

6. 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 results of operations of
the Corporation.

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

Held
Name Age Position Since
- - ---- --- -------- -----

W. J. Sanders III 58 Chairman of the Board and Chief Executive Officer. 1969

Richard Previte 60 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 52 Senior Vice President, Chief Administrative Officer, 1989
Chief Financial Officer and Treasurer. Mr. Burkett was
Controller from 1972 until 1989.

Larry R. Carter* 51 Vice President and Corporate Controller. Mr. Carter was, 1992
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.

Eugene D. Conner 51 Senior Vice President, Operations. Mr. Conner joined the 1987
Corporation in 1969, and was elected an executive officer
in 1981.

Stanley Winvick 55 Senior Vice President, Human Resources. 1980

Stephen J. Zelencik 60 Senior Vice President and Chief Marketing Executive. 1979
Mr. Zelencik joined the Corporation in 1970.

15

Held
Name Age Position Since
- - ---- --- -------- -----

Thomas M. McCoy 44 Vice President, General Counsel and Secretary. Prior to 1995
joining the Corporation, Mr. McCoy was with the law firm
of O'Melveny and Myers where he had been a partner
since 1985.

______________
* Mr. Carter left the Corporation's employ following the end of the fiscal year.

There is no family relationship between any executive officers of the
Corporation.

16

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 AMD appearing under the caption
"Supplemental Financial Data" on page 26 of the Corporation's 1994 Annual
Report to Stockholders is incorporated herein by reference.

In February 1990, the Corporation adopted a shareholder rights plan. In
accordance with this plan, the Corporation paid a dividend of one preferred
stock purchase right on each outstanding share of Common Stock pursuant to a
Rights Agreement. Each right entitles the registered holder to purchase from the
Corporation one-thousandth of a share of Series A Junior Participating Preferred
Stock, $0.10 par value, for a price of $65.00, subject to adjustment. The rights
are redeemable by the Corporation and expire on December 31, 2000. At a meeting
on February 16, 1995, the Board of Directors authorized and directed a committee
of its members to cause the Corporation to redeem the preferred stock purchase
rights at a time to be determined by the committee, subject to the right of the
committee to request that the Board reconsider its action should a change in
circumstances occur. No decision concerning the date of the planned redemption
has been announced by the Corporation.

ITEM 6. SELECTED FINANCIAL DATA

The information regarding selected financial data for the fiscal years 1990
through 1994 under the caption "Financial Summary" on page 27 of the
Corporation's 1994 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 7 through
10 of the Corporation's 1994 Annual Report to Stockholders is incorporated
herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AMD's consolidated financial statements at December 26, 1993, and December
25, 1994 and for each of the three fiscal years in the period ended December 25,
1994, and the report of independent auditors thereon, and the unaudited
quarterly financial data of AMD for the two-year period ended December 25, 1994,
on pages 11 through 26 of the Corporation's 1994 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

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
approximately March 31, 1995, 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), "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
approximately March 31, 1995, 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 approximately March 31, 1995 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
approximately March 31, 1995 is incorporated herein by reference.

18

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
------------------------
1994 ANNUAL
FORM REPORT TO
10-K STOCKHOLDERS
-------- -------------

Report of Ernst & Young LLP, Independent Auditors -- 25
Consolidated Statements of Income for each of the three
fiscal years in the period ended December 25, 1994 -- 11
Consolidated Balance Sheets at December 26, 1993 and
December 25, 1994 -- 12
Consolidated Statements of Cash Flows for each of the three
fiscal years in the period ended December 25, 1994 -- 13
Notes to consolidated financial statements -- 14
Supplementary financial data:
Fiscal years 1993 and 1994 by quarter (unaudited) -- 26

2. FINANCIAL STATEMENT SCHEDULES

The financial statement schedules listed in the accompanying Index to
Consolidated Financial Statements and Financial Statement Schedules Covered by
Reports 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
------------------------
1994 ANNUAL
FORM REPORT TO
10-K STOCKHOLDERS
-------- -------------

VIII Valuation and qualifying accounts F-3 --

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 1994
Annual Report to Stockholders is not to be deemed filed as part of this report.

19

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 4.5 to the Corporation's
Registration Statement on Form S-3 (Registration No. 33-57653), are
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, filed as Exhibit 10.1 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.

*10.2 AMD 1986 Stock Option Plan, as amended, filed as Exhibit 10.2 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.

20

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- - ------ -----------------------

*10.3 AMD 1992 Stock Incentive Plan, as amended, filed as Exhibit 10.3 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.

*10.4 AMD 1980 Stock Appreciation Rights Plan, as amended, filed as
Exhibit 10.4 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 26, 1993, is hereby incorporated by
reference.

*10.5 AMD 1986 Stock Appreciation Rights Plan, as amended, filed as
Exhibit 10.5 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 26, 1993, is hereby incorporated by
reference.

*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, filed as Exhibit
10.7 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.

*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, are 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, filed as Exhibit
10.10 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated by
reference.

*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 the 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.

21

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- - ------ -----------------------

*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, as amended.

*10.17(a) 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.

*10.17(b) Letter Agreement between the Corporation and Anthony B. Holbrook
dated August 24, 1994.

*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 the 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, are 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.

22

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- - ------ -----------------------

*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, filed as Exhibit 10.27(a) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

**10.27(b) Technology Cross-License Agreement between the Corporation and
Fujitsu Limited, filed as Exhibit 10.27(b) to the Corporation's
Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.

**10.27(c) AMD Investment Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(c) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

**10.27(d) Fujitsu Investment Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(d) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

**10.27(e) Joint Venture License Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(e) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

**10.27(f) Joint Development Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(f) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

10.28 Credit Agreement dated as of September 21, 1994, among the
Corporation, Bank of America National Trust and Savings Association
as Agent, The First National Bank of Boston as Co-Agent, filed as
Exhibit 10.1 to the Corporation's Quarterly Report on Form 10-Q for
the period ended September 25, 1994, is hereby incorporated by
reference.

10.29(a) Amended and Restated Guaranty dated as of December 17, 1993, by the
Corporation in favor of CIBC Inc.

10.29(b) First Amendment to Amended and Restated Guaranty, dated September
21, 1994, by and between the Corporation and CIBC Inc.

10.29(c) 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.

23

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- - ------ -----------------------

10.29(d) 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(e) Second Amendment to Building Lease dated December 17, 1993, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.

10.29(f) 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(g) 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.

10.29(h) Second Amendment to Land Lease dated December 17, 1993, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.

*10.30 Executive Savings Plan, as amended.

*10.31 Form of Split Dollar Agreement, as amended.

*10.32 Form of Collateral Security Assignment Agreement, filed as Exhibit
10.32 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated by
reference.

*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.

***10.35 Compaq Computer Corporation/AMD, Inc. Agreement.

***10.36 Foundry Agreement between the Corporation and Digital Equipment
Corporation.

***10.37 Foundry Agreement between the Corporation and Taiwan Semiconductor
Manufacturing Corporation, Ltd.

*10.38 Form of Indemnification Agreements with current officers and
directors of the Corporation.

10.39 Term Loan Agreement dated as of January 5, 1995, among the
Corporation, ABN AMRO Bank, N.V. as Administrative Agent, and ABN
AMRO Bank N.V. and CIBC Inc., as Co-Arrangers.

11 Statement re computation of per share earnings.

24

EXHIBIT
NUMBER DESCRIPTION OF EXHIBITS
- - ------ -----------------------

13. Selected portions of 1994 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.

21. List of AMD subsidiaries.

23. Consent of Ernst & Young LLP, Independent Auditors, refer to
page F-2 herein.

24. Power of Attorney.

27.1 Financial Data Schedule

99.1 Findings of Fact and Conclusions of Law following "ICE" module of
trial dated October 7, 1994, in Intel v. AMD, Inc., Case No. C-93-
------------------
20301 PVT United States District Court, Northern District of
California, San Jose Division, filed as Exhibit 99.1 to the
Corporation's Quarterly Report in Form 10-Q, for the period ended
September 25, 1994, is hereby incorporated by reference.

99.2 Stipulated Preliminary Injunction dated October 31, 1994, in Intel
Corporation v. AMD, Inc., Case No. C-93-20301 PVT United States
------------------------
District Court, Northern District of California, San Jose Division,
filed as Exhibit 99.2 to the Corporation's Quarterly Report on Form
10-Q, for the period ended September 25, 1994, is hereby
incorporated by reference.

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 granted as to certain portions of
these Exhibits.

*** 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 December 30, 1994, was filed announcing
developments in the AMD/Intel Technology Agreement Arbitration, the settlement
of the AMD/Intel Litigations, and the restatement of earnings.

2. A current Report on Form 8-K dated February 10, 1995, was filed announcing
that the Convertible Exchangeable Preferred Stock of the Corporation was called
for redemption.

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 3, 1995

By:/s/ Marvin D. Burkett
Marvin D. Burkett
Senior Vice President, Chief
Administrative Officer; 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 3, 1995
(W. J. Sanders III) Executive Officer
(Principal Executive Officer)

/s/ANTHONY B. HOLBROOK* Vice Chairman of the Board March 3, 1995
(Anthony B. Holbrook)

/s/RICHARD PREVITE* Director, President and Chief March 3, 1995
(Richard Previte) Operating Officer

/s/FRIEDRICH BAUR* Director March 3, 1995
(Friedrich Baur)

/s/CHARLES M. BLALACK* Director March 3, 1995
(Charles M. Blalack)

/s/R. GENE BROWN* Director March 3, 1995
(R. Gene Brown)

/s/JOE L. ROBY* Director March 3, 1995
(Joe L. Roby)

/s/LEONARD SILVERMAN* Director March 3, 1995
(Leonard Silverman)

/s/MARVIN D. BURKETT Senior Vice President, March 3, 1995
(Marvin D. Burkett) Chief Administrative Officer;
Chief Financial Officer and
Treasurer (Principal Accounting
and Financial Officer)

* By:/s/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 REPORTS OF INDEPENDENT AUDITORS

ITEM 14(a)(1) AND (2)

The information under the following captions, which is included in the
Corporation's 1994 Annual Report to Stockholders, a copy of which is attached
hereto as Exhibit 13, is incorporated herein by reference:

PAGE REFERENCES
---------------------
1994
ANNUAL
FORM REPORT TO
10-K STOCKHOLDERS
------ ------------

Report of Ernst & Young LLP, Independent Auditors -- 25
Consolidated Statements of Income for each of
the three fiscal years in the period ended
December 25, 1994 -- 11
Consolidated Balance Sheets at December 26, 1993
and December 25, 1994 -- 12
Consolidated Statements of Cash Flows for each of
the three fiscal years in the period ended
December 25, 1994 -- 13
Notes to consolidated financial statements -- 14
Supplementary financial data:
Fiscal years 1993 and 1994 by quarter (unaudited) -- 26

Schedules for each of the three fiscal years in the
period ended December 25, 1994:
VIII Valuation and qualifying accounts F-3 --

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 1994
Annual Report to Stockholders is not to be deemed filed as part of this report.

F1

CONSENT OF ERNST & YOUNG LLP, 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 5, 1995, except for
the first paragraph of Note 14, as to which the date is January 11, 1995;
the fourth paragraph of Note 5, as to which the date is February 10, 1995;
and the fourth paragraph of Note 6, as to which the date is February 16, 1995,
included in the 1994 Annual Report to Stockholders of Advanced Micro Devices,
Inc.

Our audits also included the financial statement schedule of Advanced Micro
Devices, Inc. listed in Item 14(a). This schedule is the responsibility of the
Corporation's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents 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, in 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, in the Registration Statements on Form S-8 (Nos. 33-46577 and 33-
55107) pertaining to the 1992 Stock Incentive Plan of Advanced Micro Devices,
Inc., in the Registration Statement on Form S-3 (No. 33-52943) pertaining to up
to $400,000,000 in the aggregate of debt securities, preferred stock, depositary
shares evidencing fractions of preferred shares, common stock and warrants to
purchase common stock and in the Registration Statement on Form S-3 (No.
33-57653) pertaining to the call for redemption of its Convertible Exchangeable
Preferred Stock and in the related prospectuses, of our report dated January 5,
1995, except for the first paragraph of Note 14, as to which the date is January
11, 1995; the fourth paragraph of Note 5, as to which the date is February
10, 1995; and the fourth paragraph of Note 6, as to which the date is February
16, 1995, 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 schedule included in this Annual
Report (Form 10-K) of Advanced Micro Devices, Inc.

ERNST & YOUNG LLP

March 6, 1995
San Jose, California

F2

Schedule VIII

ADVANCED MICRO DEVICES, INC.

VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 27, 1992, December 26, 1993 and December 25, 1994
(Thousands)

Additions
Charged
Balance (Reductions Balance
Beginning Credited) End of
of Period to Operations Deductions(1) Period
--------- ------------- ------------- -------

Allowance for doubtful accounts:

Years ended:

December 27, 1992 $6,487 $ 986 $(794) $ 6,679
December 26, 1993 6,679 1,540 (727) 7,492
December 25, 1994 7,492 3,723 (896) 10,319
- - -----------

(1) Accounts (written off) recovered, net.

F3

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 4.5 to the Corporation's
Registration Statement on Form S-3 (Registration No. 33-57653), are
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 , filed as Exhibit 10.1 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.

*10.2 AMD 1986 Stock Option Plan, as amended , filed as Exhibit 10.2 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.

30

Exhibit
Number Description
- - ------ -----------

*10.3 AMD 1992 Stock Incentive Plan, as amended , filed as Exhibit 10.3
to the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.

*10.4 AMD 1980 Stock Appreciation Rights Plan, as amended , filed as
Exhibit 10.4 to the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 26, 1993, is hereby incorporated by
reference.

*10.5 AMD 1986 Stock Appreciation Rights Plan , filed as Exhibit 10.5 to
the Corporation's Annual Report on Form 10-K for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.

*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 , filed as Exhibit
10.7 to the Corporation's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.

*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, are 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 , filed as Exhibit
10.10 to the Corporation's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated by
reference.

*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 the 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.

31

Exhibit
Number Description
- - ------ -----------

*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, as amended.

*10.17(a) 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.

*10.17(b) Letter Agreement between the Corporation and Anthony B. Holbrook
dated August 24, 1994.

*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 the 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, are 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.

32

Exhibit
Number Description
- - ------ -----------

*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, filed as Exhibit 10.27(a) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

**10.27(b) Technology Cross-License Agreement between the Corporation and
Fujitsu Limited, filed as Exhibit 10.27(b) to the Corporation's
Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.

**10.27(c) AMD Investment Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(c) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

**10.27(d) Fujitsu Investment Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(d) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

**10.27(e) Joint Venture License Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(e) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

**10.27(f) Joint Development Agreement between the Corporation and Fujitsu
Limited, filed as Exhibit 10.27(f) to the Corporation's Amendment
No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.

10.28 Credit Agreement dated as of September 21, 1994, among the
Corporation, Bank of America National Trust and Savings Association
as Agent, The First National Bank of Boston as Co-Agent, filed as
Exhibit 10.1 to the Corporation's Quarterly Report on Form 10-Q for
the period ended September 25, 1994, is hereby incorporated by
reference.

10.29(a) Amended and Restated Guaranty dated as of December 17, 1993, by the
Corporation, in favor of CIBC Inc.

10.29(b) First Amendment to Amended and Restated Guaranty, dated September
21, 1994, by and between the Corporation and CIBC Inc.

10.29(c) 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.

33

Exhibit
Number Description
- - ------ -----------

10.29(d) 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(e) Second Amendment to Building Lease dated December 17, 1993, by
and between CIBC Inc. and AMD International Sales & Service, Ltd.

10.29(f) 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(g) 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.

10.29(h) Second Amendment to Land Lease dated December 17, 1993, by and
between CIBC Inc. and AMD International Sales & Service, Ltd.

*10.30 Executive Savings Plan, as amended.

*10.31 Form of Split Dollar Agreement, as amended.

*10.32 Form of Collateral Security Assignment Agreement, filed as Exhibit
10.32 to the Corporation's Annual Report on Form 10K for the fiscal
year ended December 26, 1993, is hereby incorporated by reference.

*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.

***10.35 Compaq Computer Corporation/AMD, Inc. Agreement.

***10.36 Foundry Agreement between the Corporation and Digital Equipment
Corporation.

***10.37 Foundry Agreement between the Corporation and Taiwan Semiconductor
Manufacturing Corporation, Ltd.

*10.38 Form of Indemnification Agreements with current officers and
directors of the Corporation.

10.39 Term Loan Agreement dated as of January 5, 1995, among the
Corporation, ABN AMRO Bank N.V. as Administrative Agent, and ABN
AMRO Bank N.V. and CIBC, Inc. as Co-Arrangers.

11. Statement re computation of per share earnings.

34

Exhibit
Number Description
- - ------ -----------

13. Selected portions of 1994 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.

21. List of AMD subsidiaries.

23. Consent of Ernst & Young LLP, Independent Auditors, refer to page
F-2 hereinabove.

24. Power of Attorney.

27.1 Financial Data Schedule

99.1 Findings of Fact and Conclusions of Law following "ICE" module of
trial dated October 7, 1994, in Intel v. AMD, Inc., Case No.
------------------
C-93-20301 PVT United States District Court, Northern District of
California, San Jose Division, filed as Exhibit 99.1 to the
Corporation's Quarterly Report in Form 10-Q, for the period ended
September 25, 1994, is hereby incorporated by reference.

99.2 Stipulated Preliminary Injunction dated October 31, 1994, in Intel
-----
Corporation v. AMD, Inc., Case No. C-93-20301 PVT United States
------------------------
District Court, Northern District of California, San Jose Division,
filed as Exhibit 99.2 to the Corporation's Quarterly Report on Form
10-Q, for the period ended September 25, 1994, is hereby
incorporated by reference.

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 granted as to certain portions of these
Exhibits.

*** Confidential treatment has been requested as to certain portions of these
Exhibits.

35