UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.
For the fiscal year ended December 31, 1995.
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)
94086 (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
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 non-affiliates as of February 26, 1996.
$2,623,543,765
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
133,337,618 shares as of February 26, 1996.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 1995, are incorporated into Parts I, II and IV hereof.
(2) Portions of the Proxy Statement dated on or before April 29, 1996, for the
Annual Meeting of Stockholders to be held on April 25, 1996, are
incorporated into Part III hereof.
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PART I
ITEM 1. BUSINESS
Cautionary Statement Regarding Forward Looking Statements
The statements in Part I of this Form 10-K that are forward looking
are based on current expectations, and actual results may differ materially.
The forward looking statements include the future impact of the Advanced Micro
Devices, Inc. (AMD) merger with NexGen, Inc.; future business prospects for
microprocessor and Flash memory products; proposed and under construction
projects in Japan, Germany and China; the use of external foundries for
manufacturing; and the pricing and certification of K86 products. Forward
looking statements involve numerous risks and uncertainties that could cause
actual results to differ materially, including, but not limited to, the timely
development and market acceptance of new products; the impact of competitive
products and pricing; the timely development of wafer fabrication process
technologies; the effect of changing general and industry specific economic
conditions; business conditions and growth in the personal computer market;
continued demand for AMD's microprocessor and Flash memory products; AMD's
ability to access external sources of capital; and such risks and uncertainties
detailed from time-to-time in AMD's Securities and Exchange Commission reports
and filings, including Item 7, Management's Discussion and Analysis of Results
of Operations and Financial Condition of this Form 10-K and the Registration
Statement on Form S-4 (Registration Statement No. 33-64911) filed in connection
with the merger with NexGen, Inc.
General
Advanced Micro Devices, Inc. was incorporated under the laws of the state
of Delaware on May 1, 1969. The mailing address of AMD's executive offices is
One AMD Place, P.O. Box
3
3453, Sunnyvale, California 94088-3453, and the 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.
AMD is a semiconductor manufacturer with manufacturing facilities in the
U.S. and Asia, and sales offices throughout the world. Focusing on the personal
and networked computing and communications markets, AMD is a global company that
derives more than half its revenues from international sales, mainly in Europe
and Asia. The Corporation provides programmable products in concert with
applications solutions to the manufacturers of equipment for personal and
networked computation and communications.
Merger with NexGen, Inc.
On January 17, 1996, the Corporation acquired NexGen, Inc. (NexGen) in a
tax-free reorganization in which NexGen was merged directly into the Corporation
(the Merger). The Merger will be accounted for under the pooling-of-interests
method. The stockholders of NexGen received eight-tenths (0.8) of a share of
the common stock of AMD for each outstanding share of the common stock of
NexGen.
The Merger resulted in substantial dilution of the interests of AMD's
stockholders holding stock prior to the Merger. The 28,549,053 shares of AMD
common stock issued to NexGen's stockholders represented approximately 21.5% of
the approximately 133,074,340 shares of AMD common stock outstanding immediately
after the Merger. In addition, AMD undertook to issue up to 4,541,528 shares of
AMD common stock to fulfill NexGen's obligations with respect to outstanding
options, warrants and rights. Assuming the issuance of all of such shares, those
shares together with the shares of AMD common stock issued to the prior
stockholders of NexGen in the Merger would represent approximately 24% of the
approximately 137,615,868 shares of AMD common stock which would then be
outstanding. As NexGen has not been
4
profitable since its inception in 1986, the Merger has resulted in an immediate
decrease in the earnings per share attributable to each share of AMD common
stock outstanding prior to the Merger. The dilution resulting from the Merger
could reduce the earnings per share of AMD common stock unless earnings growth
or other business benefits sufficient to offset the effect of the issuance can
be achieved. There can be no assurance that such benefits will be achieved.
AMD will incur charges to operations currently estimated to be $10.0
million in the first quarter of 1996, to reflect transaction fees and costs
incident to the Merger. Such fees and costs include investment banking, legal,
accounting, financial, printing and other related charges. These amounts are
preliminary estimates and are subject to change when the exact amounts are
finally determined. Additional and unanticipated expenses may be incurred
relating to the integration of the businesses of AMD and NexGen, including the
integration of microprocessor products and the retargeting of NexGen products to
AMD's manufacturing processes. Although AMD expects that over time the savings
from elimination of duplicative expenses as well as other efficiencies related
to the integration of the businesses may offset additional expenses, there can
be no assurance that such benefit will be achieved in the near term or at all.
AMD will initially continue the operations of NexGen at its current
location in Milpitas, California. The primary mission will be the development
of high performance Microsoft Windows(R)-compatible microprocessors in the AMD
K86(tm) Superscalar Series. S. Atiq Raza, former President and Chief Executive
Officer of NexGen, will direct the operations. Mr. Raza has been appointed to
the Board of Directors of the Corporation and has been named Corporate Vice
President and Chief Technical Officer of AMD.
AMD effected the Merger with the expectation that it would result in
beneficial synergies. Achieving the anticipated benefits of the Merger will
depend in part upon whether the integration of the two companies' businesses is
accomplished in an efficient and effective manner, and there can be no assurance
that this will occur. The successful combination of
5
companies in the high technology industry may be more difficult to accomplish
than in other industries. The combination of the companies will require, among
other matters, integration of AMD's and NexGen's respective engineering
personnel and product offerings, coordination of their sales and marketing and
research and development efforts and implementation of the manufacturing of
NexGen's products in AMD's facilities. There can be no assurance that the
integration will be accomplished smoothly or successfully. The difficulties of
the integration may be increased by the necessity of coordinating geographically
separated organizations. The integration of certain operations will require the
dedication of management resources which may divert the efforts of AMD personnel
from other matters. The inability of management to integrate the operations of
the two companies successfully could have a material adverse effect on the
business and results of operations of the Corporation. In addition, as commonly
occurs with mergers of technology companies, aggressive competitors may
undertake formal initiatives during the integration phase to attract customers
and to recruit key employees through various incentives.
Prior to the Merger, NexGen granted limited manufacturing rights regarding
certain of its current and future products, including the Nx586(R) and Nx686
(tm) microprocessors, to IBM and Compaq Computer Corporation (Compaq). The
rights of IBM and Compaq to produce NexGen products for their own use and the
rights of IBM to produce limited volumes of NexGen products for sale to third
parties could reduce the potential market for NexGen products produced by AMD,
the profit margin achievable with respect to such products, or both.
Products
AMD began over twenty-five years ago as an alternate-source manufacturer of
integrated circuits originally developed by other suppliers. Over time, AMD has
become a manufacturer of proprietary products. The Corporation has made a
significant investment in research and development, which has contributed to its
becoming a leader in manufacturing and process
6
technology within the integrated circuit industry. The Corporation plans to
continue its significant commitment to research and development.
The Corporation's products primarily consist of industry-standard
integrated circuits, as opposed to custom circuits designed for a single
customer. While a substantial portion of AMD's products are standard items, its
products are increasingly designed for specific applications such as
telecommunications, personal computers, engineering workstations, multimedia 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.
The Corporation is focusing its product development activities in two
areas: (1) Computation Products, including x86, K86 Superscalar and other
microprocessors, and I/O network products; and (2) Communications and
Components, including voice/data communications (World Network(R)), and high-
volume products such as programmable logic, non-volatile memory devices and
embedded processors for personal computers. Personal computer (PC) products
include microprocessors used in computers. High-volume products include Flash
memory, Erasable Programmable Read-Only Memories (EPROMs), programmable logic
devices (PLDs) and embedded processors. The Corporation's products are
typically subject to intense competition, in an industry characterized by rapid
technological advances and innovation.
Since most of the Corporation's products are used in personal computers and
related peripherals, the Corporation's future growth is closely tied to the
performance of the PC industry. From time to time, the PC industry has
experienced significant downturns, often in connection with, or in anticipation
of, declines in general economic conditions. These downturns have been
characterized by diminished product demand, production overcapacity and
resultant accelerated erosion of average selling prices. AMD's business could
be materially and adversely affected by future industry-wide fluctuations in the
PC marketplace.
7
Computation Products
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 (Intel), 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 with higher performance at comparable prices. Since 1993
the Corporation has been licensed by Microsoft, the personal computer industry's
leading supplier of operation systems software, to use the Microsoft(R)
Windows(R) -compatible logo on AMD's microprocessor packaging and advertising to
indicate 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 1995, Am486(R) microprocessor sales decreased slightly primarily due to
average selling price declines, partially offset by increases in unit sales.
Am486 microprocessor products contributed a significant portion of the
Corporation's revenues and profits in 1994 and 1995. Price declines are
anticipated to continue in 1996 while unit shipments may be flat to down
depending on market demand. The Corporation, therefore, expects Am486
microprocessor revenues and profits in 1996 to be below those of 1995 as the
product life cycle of the fourth-generation x86 products draws to a close.
K86(tm) Microprocessors. The Corporation expects that it will offer in 1996
its next generation of microprocessor products known as the K86 microprocessors,
based on superscalar RISC-type architecture. The K86 products are designed to be
compatible with operating system
8
software such as Microsoft Windows. The K86 products are not designed to use any
Intel copyrighted microcode; however, they do rely on patent licenses from
several companies, including Intel.
AMD expects 1996 to be a transitional year in the development of its next
generation of microprocessor products and believes that the acquisition of
NexGen is important to the development and introduction of K86 products. Future
generations of K86 products will face competition not only from x86 products
manufactured by Intel and others, but also from products based upon an
increasing number of different architectures which have been developed or are
under development by Hewlett Packard Company, IBM, Motorola, Inc., Sun
Microsystems, Inc. and other manufacturers of integrated circuits. No assurance
can be given that the K86 products will achieve market acceptance or be
introduced before the average selling prices of comparable products have
materially declined from their initial levels.
AMD has an agreement with Compaq under which it supplies Compaq with
microprocessor products, primarily the Am486 products; however, the agreement
does not require Compaq to purchase microprocessor products from AMD. AMD
believes that Compaq will consider the purchase of K86 microprocessors when they
become available. No assurance can be given that any purchases will be made or,
if they are, that they will not be terminated by Compaq due to the availability
of competing microprocessor products.
AMD plans to develop and produce NexGen's sixth-generation design as the
AMD-K6(tm) microprocessor. AMD does not expect any sales of the AMD-K6 products
in 1996.
Adherence to industry standards is important to AMD's marketing strategy
and product development effort. The establishment of standards is a function of
user acceptance, and such standards are therefore subject to change. Customer
acceptance of AMD's K86 products will depend upon the continued demand for x86-
based personal computers, including the continued
9
development of application software programs for such computers. There can be no
assurance of the continued acceptance of the x86 standard or that software
developers will continue to develop software compatible with this standard.
For a discussion of the risk factors related to the Corporation's
microprocessor products, please see the ''Cautionary Statements and Risk
Factors'' section of Management's Discussion and Analysis of Results of
Operations and Financial Condition contained in the 1995 Annual Report to
Stockholders.
Personal Computer I/O and Local Area Networks. The Corporation offers a
range of integrated circuits that work with central processing units to manage
selected input/output system functions such as 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 which are
designed for a specific application. In the case of some large customers, these
products are tailored for specific customer needs.
Communications and Components
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 is also a supplier of
chipsets to support the 100-megabit-
10
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.
Non-Volatile/Volatile Memories. Memory components are used to store
computer programs and data entered prior to or 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 EPROMs and Flash memories.
The Corporation's memory products are primarily non-volatile memories used
in a wide range of applications such as PCs, workstations, peripherals, cellular
telephones, instrumentation, PBX equipment, avionics and a variety of other
equipment where programmed data storage is needed. The Corporation has
developed a family of Flash memories to address the emerging market for PC
memory cards, solid-state disks, cellular communications and networking
applications. The Corporation offers Flash memory devices up to 16 megabits in
density. During 1995, Flash memory devices contributed, and are expected to
continue to contribute in 1996, a significant and increased portion of the
Corporation's revenues and profits. The Corporation also offers a family of
CMOS EPROM devices from 64K to 4 megabits in density.
11
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 cost in customizing a programmable device is significantly less
than designing a custom integrated circuit or customizing a gate array logic
device. The Corporation is in the process of transferring its operations
relating to the design, development and marketing of PLDs to a wholly-owned
subsidiary dedicated solely to PLDs. The subsidiary will rely upon the
Corporation for manufacturing services.
Embedded Control Microprocessors. The Corporation's proprietary
Am29000(R) family of RISC microprocessors is used in applications which
include high-performance laser printer controllers, high-resolution graphics
controllers, communications controllers and accelerator cards. Although the
Corporation has discontinued development of new Am29000 products, it continues
to produce existing ones. The Corporation will develop new products for the
embedded control microprocessor market based on AMD's x86 microprocessors.
Marketing and Sales
AMD's products are marketed and sold under the AMD(R) trademark. AMD
markets and sells its products primarily to a broad base of original equipment
manufacturers (OEMs) of computation and communication equipment. No single OEM
customer accounted for more than ten percent (10%) of sales during the fiscal
year ended December 31, 1995. One of AMD's distributors, Arrow Electronics,
Inc., accounted for approximately twelve percent (12%) of net sales. AMD
employs a direct sales force through its principal facilities in Santa Clara
County, California, and field sales offices throughout the United States and
abroad (primarily Europe and the Asia-Pacific Basin). AMD 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 AMD is an alternate source.
12
Distributors typically maintain an inventory of AMD's products. Pursuant
to the Corporation's agreements with the distributors, AMD protects its
distributors' inventory of AMD's products against price reductions as well as
products that are slow moving or have been discontinued. These agreements,
which may be canceled by either party on a specified notice, generally contain a
provision for the return of AMD's products in the event the agreement with the
distributor is terminated. The price protection and return rights AMD offers to
its distributors may materially adversely affect AMD's operating results. (See
Note 2 of Notes to Consolidated Financial Statements contained in the 1995
Annual Report to Stockholders.)
AMD derives a substantial portion of its revenues from its sales
subsidiaries located in Europe and the Pacific Rim. AMD subsidiaries have
offices in Australia, Belgium, Canada, China, Finland, France, Germany, Hong
Kong, Italy, Japan, Korea, Scotland, Singapore, Sweden, Switzerland, Taiwan, and
the United Kingdom. (See Note 12 of Notes to Consolidated Financial Statements
contained in the 1995 Annual Report to Stockholders.) The international sales
force also works with independent sales representatives and distributors in
approximately 32 countries, including those where AMD has sales subsidiaries.
AMD's international sales operations entail political and economic risks,
including expropriation, currency controls, exchange fluctuations, changes in
freight rates, and changes in rates and exemptions for taxes and tariffs.
While AMD derives more than half of its revenues from international sales,
only a portion of AMD's international sales are denominated in foreign
currencies. The Corporation enters into foreign exchange forward contracts to
buy and sell currencies as economic hedges of the Corporation's foreign net
monetary asset position including the Corporation's liabilities for products
purchased from Fujitsu AMD Semiconductor Limited (FASL). The hedging
transactions in 1995 were denominated in lira, yen, French franc, deutsche mark,
and pound sterling. The maturities of these contracts are generally short-term
in nature. (For more
13
information, see Item 7, Footnotes 2 and 3, Management's Discussion and Analysis
of Results of Operations and Financial Condition.)
AMD's business is subject to general economic conditions, both in the
United States and abroad. A significant decline in economic conditions in any
significant geographic area could have a material adverse effect upon the
results of AMD's operations and financial condition.
Backlog
AMD manufactures and markets standard lines 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,
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, AMD does not believe that such agreements provide
meaningful backlog figures or are necessarily indicative of actual sales for any
succeeding period.
Competition
The markets for AMD's products are characterized by rapid innovation and
technological developments, evolving industry standards, changes in customer
requirements, frequent new product introductions and enhancements and short
product life cycles. AMD's success substantially depends upon its ability, on a
cost-effective and timely basis, to continue to enhance its existing products
and to develop and introduce new products that take advantage of technological
advances. An unexpected change in one or more of the technologies related to
its products or in market demand for products based on a particular technology
could have a material adverse effect on AMD's results of operations or financial
condition. There can be no assurance that AMD will be able to develop new
products in a timely and satisfactory manner to
14
address new industry standards and technological changes, or to respond to new
product announcements by others, or that any such new products will achieve
market acceptance.
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. AMD's future revenues and
profits may continue to be adversely affected by price reductions by Intel and
other competitors.
Numerous firms compete with AMD in the manufacture and sale of integrated
circuits. Some of these firms have resources greater than those of AMD 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, among others, Intel,
Texas Instruments, Motorola, National Semiconductor, IBM, Philips, Nippon
Electric Co., SGS-Thomson, Hitachi, Toshiba, Fujitsu Limited (Fujitsu),
Matsushita, Mitsubishi, Samsung, Hyundai and Siemens, 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 below.) Intel, in particular, has long held a
dominant position in the market for microprocessors used in PCs. Intel's
dominant market position has to date allowed it to set x86 microprocessor
standards and thus dictate the type of product the market requires of Intel's
competitors. In addition, Intel's financial strength has enabled it to reduce
prices on its microprocessor products within a short period of time following
their introduction, which reduces the margins and profitability of its
competitors who are forced to reduce prices to maintain competitiveness. AMD
expects Intel to continue to spend substantial
15
sums on research and development, on new manufacturing facilities, and to
maintain its dominant position through advertising campaigns designed to
engender brand loyalty to Intel among PC purchasers. As long as Intel remains in
this dominant position, its product introduction schedule and product pricing
strategy may have a material adverse effect on AMD's business, operating results
and financial condition.
With one exception, 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 otherwise, 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 1993, 1994 and
1995, were $262,802,000, $279,984,000 and $397,555,000, respectively. Such
expenses represented 15.9%, 13.1%, and 16.4% of sales in 1993, 1994 and 1995,
respectively. AMD's research and development expenses are charged to operations
as incurred. Most of AMD's research and development personnel are integrated
into the engineering staff.
Manufacturing
The Corporation's wafer fabrication activities are currently conducted at
AMD's facilities in California and Texas. AMD also has formed a joint venture
and has entered into foundry agreements for the manufacture of integrated
circuits.
AMD Facilities. The Corporation's 900,000 square foot submicron
semiconductor manufacturing facility in Austin, Texas (Fab 25), began volume
production in its first phase in
16
late 1995. The Corporation presently estimates that the cost of this facility
will be approximately $1.7 billion when fully equipped. The Corporation is
currently planning to construct an 875,000 square foot submicron wafer
fabrication and design facility in Dresden, Germany at a presently estimated
cost of approximately $1.5 billion over the next five years before German
government financing. Groundbreaking on the new facility is expected to occur in
the second half of 1996.
Joint Venture with Fujitsu Limited. In 1993, AMD and Fujitsu formed a
joint venture, Fujitsu AMD Semiconductor Limited (FASL), for the development and
manufacture of integrated circuits. Through FASL, 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 Flash
memories and EPROMs. The facility began volume production in the first quarter
of 1995, and utilizes eight-inch wafer processing technologies capable of
producing products with geometries of one-half (0.5) micron or smaller.
Currently, the primary mission of FASL is the production of Flash memory
devices. AMD and Fujitsu will not independently produce Flash memory and EPROM
products with geometries of one-half (0.5) micron or smaller outside of the
joint venture.
In the third quarter of 1995, FASL approved construction of a second Flash
memory fab (FASL II) at a site contiguous to the existing facility.
Groundbreaking on the new facility occurred in the first quarter of 1996. The
planned $1.1 billion in capital expenditures for FASL II construction is
expected to be funded by cash anticipated to be generated from FASL operations
and, if necessary, bank borrowings by FASL. However, in the event that FASL is
unable to secure the necessary funds for FASL II, AMD is required to contribute
cash or guarantee third party loans in proportion to its 49.95 percentage
interest in FASL. The planned FASL II costs are denominated in yen and,
therefore, are subject to change due to foreign exchange rate fluctuations.
17
In connection with FASL, AMD 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 FASL. In addition, both companies will collaborate in
developing manufacturing processes and designing integrated circuits for FASL.
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 FASL, is also limited in
certain territories, including the United Kingdom and Japan.
Foundries. AMD has foundry arrangements with third parties for the
production of products other than microprocessor and Flash products and may
increase its use of such foundry arrangements in the future.
If AMD is unable to generate sufficient manufacturing capabilities in its
own facilities or through foundry or similar arrangements with others, AMD may
not be able to produce sufficient products to meet demand. This could have an
adverse effect on AMD's results of operations. AMD anticipates that NexGen's
products and technology acquired in the Merger will eventually be manufactured
by AMD. There can be no assurance that AMD's manufacturing facilities and
processes will be compatible with the manufacturing of NexGen's products without
substantial reconfiguration, the timing of which might adversely affect the
results of AMD's operations and financial condition. If any substantial
interruption were to occur with respect to any of AMD's manufacturing
operations, either as a result of a labor dispute, equipment failure or other
cause, there could be a material adverse effect on AMD's results of operations.
AMD's operating results may also be materially adversely affected by
fluctuations in manufacturing yields.
Assembly and Testing. Nearly all product assembly and final testing are
performed at AMD's manufacturing facilities in Penang, Malaysia; Singapore; and
Bangkok, Thailand; or by
18
subcontractors in Asia. In December 1995, AMD entered into an agreement to lease
land in Suzhou, China to be used for the construction and operation of an
additional test and assembly facility.
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 AMD were not able to assemble and test its products
abroad, or if air transportation between the United States, the Corporation's
overseas facilities and customers worldwide 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.
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.
For example, several types of the integrated circuit packages purchased by AMD,
as well as by the majority of other companies in the semiconductor industry are
principally supplied by 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 such materials, it would be required to
reduce its manufacturing operations which could have a material adverse effect
upon its results of operations. To date, AMD has not experienced significant
difficulty in obtaining the necessary raw materials.
Environmental Regulations. AMD 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. Nevertheless, the failure to
comply with present or future regulations could result in fines being imposed on
the Corporation,
19
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.
Key Personnel. AMD's future success depends in part upon the continued
service of its key engineering, sales, marketing and executive personnel in the
engineering design areas of AMD's activities. There can be no assurance that
AMD will be able to continue to attract and retain qualified personnel necessary
for the development and manufacture of its products. Loss of the service of, or
failure to recruit, key engineering design personnel could be significantly
detrimental to AMD's product development programs or otherwise have a material
adverse effect on AMD's business and operating results. AMD has an employment
agreement with W. J. Sanders III, its Chairman and Chief Executive Officer,
which obligates Mr. Sanders not to compete with the Company following a
termination of his employment under certain circumstances. AMD has no
employment or noncompetition agreements with any of its other officers,
directors or key employees except S. Atiq Raza and Vinod Dham who entered into
noncompetition agreements with AMD upon consummation of the Merger.
Product Defects; Incompatibility. One or more of AMD's products may
possibly be found to be defective after AMD has already shipped in volume,
requiring a production replacement, recall, or a software fix which would cure
such defect but impede performance. Product returns could impose substantial
costs on AMD and have a material adverse effect on AMD. For its future
generations of K86 microprocessors, AMD intends to obtain Windows and Windows 95
certifications from Microsoft Corporation (Microsoft), Platinum certification
from XXCAL, a testing organization, and other appropriate certifications. While
AMD submits its products to rigorous internal and external testing, there can be
no assurance that AMD's products
20
will be compatible with all standard PC software or hardware. Any inability of
AMD's customers to achieve such compatibility or compatibility with other
software or hardware after AMD's products are shipped in volume would have a
material adverse effect on AMD's business and operating results. There can be no
assurance that AMD will be able to successfully correct any such compatibility
or other product defect problems that are discovered or that such corrections
will be acceptable to customers or made in a timely manner. In addition, the
announcement of a product defect in AMD's products or incompatibility could have
a material adverse effect on AMD.
Earthquake Danger. AMD's corporate headquarters, a portion of its
manufacturing facilities, assembly and research and development activities and
certain other critical business operations are located near major earthquake
fault lines. AMD's operating results and financial condition could be
materially adversely affected in the event of a major earthquake.
Intellectual Property and Licensing
AMD and its subsidiaries have been granted 972 United States patents, and
approximately 872 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.
On January 11, 1995, the Corporation and Intel reached an agreement to
settle all previously outstanding legal disputes between the two companies. As
part of the settlement, in December 1995, the Corporation signed a five-year,
comprehensive patent cross-license agreement with Intel which expires on
December 31, 2000. The agreement provides that after December 31, 1999, the
parties will negotiate in good faith a patent cross-license agreement to be
effective January 1, 2001. Effective January 1, 1996, the new agreement gives
the Corporation
21
and Intel the rights to use each others' patents and certain copyrights,
exclusive of microprocessor microcode copyrights. The cross-license is royalty-
bearing for the Corporation's products that use certain Intel technologies. The
Corporation is required to pay Intel minimum non-refundable royalties during the
years 1997 to 2000.
In addition, AMD has entered into numerous cross-licensing and technology
exchange agreements with other companies 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 or
successfully concluded. (See also Item 3, Legal Proceedings, Numbers 6 and 7.)
22
Employees
On January 28, 1996, AMD and its subsidiaries employed approximately 12,797
employees.
ITEM 2. PROPERTIES
AMD's principal engineering, manufacturing, warehouse and administrative
facilities comprise approximately 3.07 million square feet and are located in
Santa Clara County, California and Austin, Texas. (See Item 1, Manufacturing
and Item 7, Management's Discussion and Analysis of Results of Operations and
Financial Condition.) Over 2.54 million square feet of this space is in
buildings owned by the Corporation.
The Corporation entered into certain operating leases for property
containing two buildings with approximately 360,000 square feet, located on 45.6
acres of land in Sunnyvale, California at One AMD Place and 991 Stewart Avenue
(One AMD Place). In 1994, the Corporation began utilizing One AMD Place for its
corporate sales, marketing and administrative offices. This lease provides the
Corporation with the option to purchase One AMD Place during the lease term. At
the end of the lease term in 1998, the Corporation is obligated to either
purchase One AMD Place or arrange for its sale to a third party with a guarantee
of residual value to the seller. In 1993, the Corporation entered into a lease
agreement for approximately 175,000 square feet located adjacent to One AMD
Place (known as AMD Square) to be used in connection with One AMD Place.
The Corporation also owns or leases facilities containing approximately
730,000 square feet for its operations in Malaysia, Singapore and Thailand (See
Item 1, Manufacturing and Item 7, Management's Discussion and Analysis of
Results of Operations and Financial Condition.) Of
23
the entire worldwide facilities owned or leased by the Corporation,
approximately 580,000 square feet are currently vacant. In addition,
approximately 180,000 square feet are currently vacant until the construction of
Fab 25 is completed. The Corporation has entered into an agreement to lease 723
acres of land in Suzhou, China. 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, which it has under a contract to
sell that is expected to close in 1996.
AMD leases 34 sales offices in North America, six sales offices in Asia and
thirteen sales offices in 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
one to twenty 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 14 of Notes to Consolidated Financial
Statements contained in the 1995 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.
24
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 Semiconductors (formerly
Signetics Corporation) and AMD, which the RWQCB claims merged. AMD 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, AMD and others, which the RWQCB claims merged. National
Semiconductor Corporation and AMD 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).
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
25
recover its costs and penalties, which is up to three times the costs of clean-
up activities, if appropriate. With regard to certain claims related to this
matter, the statute of limitations has been tolled. AMD has computed and
recorded the estimated environmental liability in accordance with applicable
accounting rules and has not recorded any potential insurance recoveries in
determining the estimated costs of the clean-up. The amount of environmental
charges to earnings has not been material during the last three fiscal years.
AMD believes that the potential liability, if any, in excess of amounts already
accrued with respect to the foregoing environmental matters will not have a
material adverse effect on the financial condition or results of operations of
AMD.
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 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. Edward McDaid v. Sanders, et al. (Case No. C-95-20750-JW, N.D. Cal.).
On November 3, 1995, an AMD shareholder filed a class action complaint against
AMD and several of its officers and directors. The complaint avers a single
claim for relief pursuant to Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934 and Rule 10b-5 promulgated thereunder. The alleged class consists
of all purchasers of AMD common stock during the period April 11, 1995, through
September 22, 1995. The plaintiff alleges that during this class period the
defendants made or caused AMD to make misleading statements with respect to the
development of the Corporation's AMD-K5(tm) microprocessor. The complaint seeks
class damages in an unstated amount, equitable relief, plus interest, attorneys'
fees, expert witness fees and other litigation costs. AMD intends to contest
the litigation vigorously. Based upon information presently known to
management, the Corporation does not believe that the ultimate resolution of
26
this lawsuit will have a material adverse effect upon the financial condition or
results of operations of the Corporation.
3. Caroline Kozlowski, et al. v. Sanders, et al. (Case No. C95-04081-MMC,
N.D. Cal.). On November 15, 1995, two AMD shareholders filed a class action
complaint against AMD and several of its officers and directors. The complaint
mirrors the McDaid complaint (described in Item 3, Number 2, above) in all
material respects and likewise avers a single claim for relief pursuant to
Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5
promulgated thereunder. The alleged class consists of all purchasers of AMD
common stock during the period April 11, 1995, through September 22, 1995. The
plaintiffs allege that during this class period the defendants made or caused
AMD to make misleading statements with respect to the development of the
Corporation's AMD-K5 microprocessor. The complaint seeks class damages in an
unstated amount, equitable relief, plus interest, attorneys' fees, expert
witness fees and other litigation costs. AMD intends to contest the litigation
vigorously. Based upon information presently known to management, the
Corporation does not believe that the ultimate resolution of this lawsuit will
have a material adverse effect upon the financial condition or results of
operations of the Corporation.
4. SEC Investigation. The Securities and Exchange Commission (SEC) began
an informal investigation of the Corporation in 1993 regarding the Corporation's
disclosures about the development of its Am486SX microcode in a development
process and the extent to which it included access to Intel's 386 microcode.
These disclosures were the subject of securities class actions and a derivative
suit that were settled and dismissed with prejudice. The Corporation has been
cooperating fully with the SEC's requests for information. The investigation,
however, is not yet completed 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 material adverse effect on the Corporation.
27
5. Irving Karton and Jason Lyons v. S. Atiq Raza, et al. (Case No.
CV753583, Cal. Sup. Ct., County of Santa Clara, California). On November 1,
1995, two alleged shareholders of NexGen filed suit against NexGen, its board of
directors and a former director of NexGen. The complaint, as amended, alleged
that the consideration which NexGen stockholders would receive pursuant to the
Merger was inadequate; the defendants had therefore breached the directors'
fiduciary duties to the stockholders of NexGen; the Merger consideration was
below the fair or inherent value of NexGen; the defendants had not considered
other potential purchasers of NexGen or its stock; and there had been inadequate
disclosure of material facts concerning the business and prospects of NexGen as
they related to the Merger. The amended complaint sought an injunction against
the Merger, rescission of the Merger, if consummated, unspecified damages,
attorneys' fees and other relief. On December 12, 1995, all parties to the
litigation entered into a Memorandum of Understanding that contemplates the
settlement of the litigation, pursuant to which the agreement governing the
Merger was amended in certain respects; a stockholder rights plan adopted by
NexGen was amended in certain respects; and NexGen made certain disclosures to
its stockholders in connection with the Merger which were requested by the
plaintiffs. The Stipulation of Settlement pursuant to which the litigation will
be dismissed was preliminarily approved on January 11, 1996. AMD has succeeded
to the rights and obligations of NexGen under the Memorandum of Understanding
and the Stipulation of Settlement. Attorneys for the plaintiff class have
agreed to apply to the court for fees and expenses to be paid by the defendants.
The agreed upon amount is not material, and is payable in AMD common stock or,
at AMD's option, in cash.
6. Advanced Micro Devices, Inc. v. Altera Corporation (Case No. C-94-
20567-RMW, U.S. District Ct., San Jose, California). This litigation, which
began in 1994, involves multiple claims and counterclaims for patent
infringement relating to the Corporation's and Altera Corporation's programmable
logic devices. AMD intends to contest the counterclaim vigorously. Based upon
information presently known to management, the Corporation does not
28
believe that the ultimate resolution of this lawsuit will have a material
adverse effect upon the financial condition or results of operations of the
Corporation.
7. Thorn EMI North America, Inc. v. Advanced Micro Devices, Inc. (Case
No. 95-199-RRM, U.S. District Ct., Wilmington, Delaware). This litigation was
filed in 1995 and alleges that AMD is infringing a patent owned by Thorn EMI
North America, Inc. relating to processes used by AMD to manufacture
microprocessors. The action seeks unspecified damages for past infringement and
an injunction against alleged further infringement. AMD intends to contest this
litigation vigorously. Based upon information presently known to management, the
Corporation does not believe that the ultimate resolution of this lawsuit will
have a material adverse effect upon the financial condition or results of
operations of the Corporation.
8. 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.
29
Executive Officers of the Registrant
Held
Name Age Position Since
---- --- -------- -----
W. J. Sanders III 59 Chairman of the Board and Chief Executive Officer. 1969
Richard Previte 61 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 53 Senior Vice President, Chief Financial and 1989
Administrative Officer and Treasurer.
Mr. Burkett was Controller from 1972 until 1989.
Eugene D. Conner 52 Senior Vice President, Operations. Mr. Conner 1987
joined the Corporation in 1969, and was elected
an executive officer in 1981.
S. Atiq Raza 47 Director, Corporate Vice President and Chief 1996
Technical Officer. Formerly, Mr. Raza was
the Chairman of the Board, President, Chief
Executive Officer, and Secretary of NexGen, Inc.
Stanley Winvick 56 Senior Vice President, Human Resources. Mr. Winwick 1991
had been Vice President, Human Resources since 1980.
Stephen J. Zelencik 61 Senior Vice President and Chief Marketing 1979
Executive. Mr. Zelencik joined the Corporation
in 1970.
Thomas M. McCoy 45 Vice President, General Counsel and Secretary. 1995
Prior to joining the Corporation, Mr. McCoy was
with the law firm of O'Melveny and Myers where
he had been a partner since 1985.
There is no family relationship between any executive officers
of the Corporation.
30
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 "Financial
Data and Financial Summary" on pages 30 and 31 of the Corporation's 1995 Annual
Report to Stockholders is incorporated herein by reference.
On May 25, 1994, the Securities and Exchange Commission declared effective
the Corporation's shelf registration statement covering up to $400 million of
its securities, which may be either debt securities, preferred stock, depositary
shares representing fractions of shares of preferred stock, common stock,
warrants to purchase common stock, or any combination of the foregoing which the
Corporation may offer from time to time in the future. To date, the Corporation
has not offered or sold any securities registered under the $400 million
registration statement. The nature and terms of the securities will be
established at the time of their sale. The Corporation may offer the securities
through underwriters to be named in the future, through agents or otherwise.
The Corporation expects that the net proceeds of any offering would be used for
general corporate purposes including but not limited to the reduction of
outstanding indebtedness, working capital increases and capital expenditures.
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 entitled 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 were redeemable by the Corporation and would have expired on December
31, 2000. At a
31
meeting on February 16, 1995, the Board of Directors authorized and directed the
redemption of the preferred stock purchase rights. They were redeemed on May 3,
1995.
On February 10, 1995, the Corporation called all outstanding shares of its
preferred stock for redemption on March 13, 1995, at a redemption price of
$509.00 per share, plus $7.30 of accrued and unpaid dividends. Prior to the
redemption date, 343,427 shares of preferred stock were surrendered for
conversion which resulted in the issuance of 6,824,694 shares of the
Corporation's common stock. Pursuant to previous arrangements, on March 14,
1995, the Corporation sold 28,518 shares of its common stock to certain
institutions and used the proceeds to fund the redemption of 1,435 shares of
preferred stock which were not converted.
ITEM 6. SELECTED FINANCIAL DATA
The information regarding selected financial data for the fiscal years 1991
through 1995 under the caption "Financial Summary" on page 31 of the
Corporation's 1995 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 8 through
12 of the Corporation's 1995 Annual Report to Stockholders is incorporated
herein by reference.
32
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA
AMD's consolidated financial statements at December 25, 1994, and December
31, 1995 and for each of the three fiscal years in the period ended December 31,
1995, and the report of independent auditors thereon, and the unaudited
quarterly financial data of AMD for the two-year period ended December 31, 1995,
on pages 13 through 30 of the Corporation's 1995 Annual Report to Stockholders
are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
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 for its Annual Meeting of
Stockholders to be held on April 25, 1996, is incorporated herein by reference.
33
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
Compensation Committee Report or the performance graph), "Compensation
Agreements," "Change in Control Arrangements" and "Compensation Committee
Interlocks and Insider Participation" in the Corporation's Proxy Statement for
its Annual Meeting of Stockholders to be held on April 25, 1996, 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 for its Annual
Meeting of Stockholders to be held on April 25, 1996, is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under the caption "Certain Relationships and
Related Transactions" in the Corporation's Proxy Statement for its Annual
Meeting of Stockholders to be held on April 25, 1996, is incorporated herein by
reference.
34
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE 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 Schedule 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
------------------
1995 Annual
Form Report to
10-K Stockholders
---- ------------
Report of Ernst & Young LLP, Independent Auditors ___ 29
Consolidated Statements of Income for each of the
three fiscal years in the period ended
December 31, 1995 ___ 13
Consolidated Balance Sheets at December 25, 1994
and December 31, 1995 ___ 14
Consolidated Statements of Cash Flows for each of the
three fiscal years in the period ended
December 31, 1995 ___ 15
Notes to Consolidated Financial Statements ___ 16
Supplementary Financial Data:
Fiscal years 1994 and 1995 by quarter (unaudited) ___ 30
35
2. Financial Statement Schedule
The financial statement schedule listed in the accompanying Index to
Consolidated Financial Statements and Financial Statement Schedule 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
Schedule:
Page References
---------------
1995 Annual
Form Report to
10-K Stockholders
---- ------------
Schedule II 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 1995
Annual Report to Stockholders is not to be deemed filed as part of this report.
36
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
------- -----------------------
2 Agreement and Plan of Merger dated October 20,
1995, as amended, between the Corporation and
NexGen, Inc. as filed as Exhibit 2 to the
Corporation's Quarterly Report for the period
ended October 1, 1995, and as Exhibit 2.2 to the
Corporation's Current Report on Form 8-K dated
January 17, 1996, is hereby incorporated by
reference.
3.1 Certificate of Incorporation, as amended, filed as
Exhibit 3.1 to the Corporation's Quarterly Report
on Form 10-Q for the period ended July 2, 1995, is
hereby incorporated by reference.
3.2 By-Laws, as amended.
4 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.
*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.
*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.
37
*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 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.
*10.7 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.
*10.8 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.
*10.9 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, are hereby incorporated by reference.
*10.10 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.
*10.11(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.
*10.12(b) Amendment dated August 27, 1991, to Employment
Agreement between the Corporation and W. J.
Sanders III, filed as Exhibit 10.2 to the
Corporation's Form 8-K dated September 3, 1991, is
hereby incorporated by reference.
*10.12 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.
*10.13 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.
*10.14 Executive Bonus Plan, as amended, filed as Exhibit
10.16 to the Corporation's Annual Report on Form
10-K for the fiscal year ended December 25, 1994,
is hereby incorporated by reference.
38
*10.15(a) Letter Agreement between the Corporation and
Anthony B. Holbrook dated August 24, 1994, filed
as Exhibit 10.17(b) to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 24, 1994, is hereby incorporated by
reference.
*10.15(b) Letter Agreement dated August 4, 1995, between the
Corporation and Anthony B. Holbrook (amending the
Letter Agreement filed as Exhibit 10.17(b) to the
Corporation's Annual Report on Form 10-K for the
fiscal year ending December 24, 1994).
*10.15(c) Letter Agreement dated November 29, 1995, between
the Corporation and Anthony B. Holbrook (amending
the Letter Agreement filed as Exhibit 10.17(b) to
the Corporation's Annual Report on Form 10K for
the fiscal year ended December 24, 1994).
*10.16 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.
*10.17 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.
*10.18 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.
10.19 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.
10.20 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.
*10.21 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.
*10.22 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.
39
**10.23(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.
**10.23(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.
**10.23(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.
**10.23(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.
**10.23(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.
**10.23(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.
10.24 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.
10.24(a) First Amendment to Credit Agreement, dated as of
April 7, 1995, amending the Credit Agreement dated
as of September 21, 1994, by and among the
Corporation, Bank of America National Trust and
Savings Association, as Agent, and the lenders
named therein filed as Exhibit 10.28 to the
Corporation's Quarterly Report on Form 10-Q for
the period ended October 1, 1995, is hereby
incorporated by reference.
40
10.24(b) Second Amendment to Amended and Restated Credit
Agreement, dated as of October 20, 1995, amending
the Credit Agreement dated as of September 21,
1994 (as amended by the First Amendment to Credit
Agreement dated as of April 7, 1995), filed herein
as Exhibit 10.28(a), by and among the Corporation,
Bank of America National Trust and Savings
Association, as Agent, and the lenders named
therein which was filed as Exhibit 10.28(b) to the
Corporation's Quarterly Report on Form 10-Q for
the period ended October 1, 1995, is hereby
incorporated by reference.
10.24(c) Third Amendment to Amended and Restated Credit
Agreement, dated as of January 12, 1996, amending
the Credit Agreement dated as of September 21,
1994, by and among the Corporation, Bank of
America National Trust and Savings Association, as
Agent, and the lenders named therein.
10.25(a) Third Amended and Restated Guaranty dated as of
August 21, 1995, by the Corporation in favor of
CIBC Inc. (replacing in entirety the Amended and
Restated Guaranty and the First Amendment thereto
filed as Exhibits 10.29(a) and 10.29(b),
respectively, to the Corporation's Annual Report
on Form 10-K for the fiscal year ended December
25, 1994) filed as Exhibit 10.29(a) to the
Corporation's Quarterly Report on Form 10-Q for
the period ended October 1, 1995, is hereby
incorporated by reference.
10.25(b) First Amendment to Third Amended and Restated
Guaranty, dated as of October 20, 1995, amending
the Third Amended and Restated Guaranty dated
August 21, 1995, made by the Corporation in favor
of CIBC Inc. and filed as Exhibit 10.29(a), as
filed as Exhibit 10.29(d) to the Corporation's
Quarterly Report on Form 10-Q for the period ended
October 1, 1995, is hereby incorporated by
reference.
10.25(c) Second Amendment to Third Amended and Restated
Guaranty, dated as of January 12, 1996 (amending
the Third Amended and Restated Guaranty dated
August 21, 1995, made by the Corporation in favor
of CIBC Inc.).
10.25(d) Building Lease by and between CIBC Inc. and AMD
International Sales & Service, Ltd. dated as of
September 22, 1992, filed as Exhibit 10.28(b) to
the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 27, 1992, is hereby
incorporated by reference.
10.25(e) 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.
10.25(f) Second Amendment to Building Lease dated December
17, 1993, by and between CIBC Inc. and AMD
International Sales & Service, Ltd., filed as
Exhibit 10.29(e) to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by
reference.
41
10.25(g) Third Amendment to Building Lease dated August 21,
1995, by and between CIBC Inc. and AMD
International Sales and Service, Inc. (amending
the Building Lease filed as Exhibit 10.29(c) to
the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 25, 1994), filed as
Exhibit 10.29(b) to the Corporation's Quarterly
Report on Form 10-Q for the period ended October
1, 1995, is hereby incorporated by reference.
10.25(h) Fourth Amendment to Building Lease, dated November
10, 1995, by and between CIBC Inc. and AMD
International Sales & Service, Inc. (amending the
Building Lease filed as Exhibit 10.29(c) to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 24, 1994).
10.25(i) 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.
10.25(j) 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.
10.25(k) Second Amendment to Land Lease dated December 17,
1993, by and between CIBC Inc. and AMD
International Sales & Service, Ltd., filed as
Exhibit 10.29(h) to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by
reference.
10.25(l) Third Amendment to Land Lease dated August 21,
1995, by and between CIBC Inc. and AMD
International Sales and Service, Inc. (amending
the Land Lease filed as Exhibit 10.29(f) to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 25, 1994), filed as
Exhibit 10.29(c) to the Corporation's Quarterly
Report on Form 10-Q for the period ended October
1, 1995, is hereby incorporated by reference.
10.25(m) Fourth Amendment to Land Lease dated November 10,
1995, by and between CIBC Inc. and AMD
International Sales & Service, Ltd. (amending the
Land Lease filed as Exhibit 10.29(f) to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 25, 1994).
*10.26 Executive Savings Plan, as amended, filed as
Exhibit 10.30 to the Corporation's Annual Report
on Form 10-K for the fiscal year ended December
25, 1994, is hereby incorporated by reference.
*10.27 Form of Split Dollar Agreement, as amended, filed
as Exhibit 10.31 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by
reference.
42
*10.28 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.
*10.29 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), are hereby incorporated by
reference.
*10.30 1992 United Kingdom Share Option Scheme, filed as
Exhibit 4.2 to the Corporation's Registration
Statement on Form S-8 (No. 33-46577), is hereby
incorporated by reference.
**10.31 Compaq Computer Corporation/Advanced Micro
Devices, Inc. Agreement, filed as Exhibit 10.35 to
the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 25, 1994, is hereby
incorporated by reference.
**10.32 Foundry Agreement between the Corporation and
Taiwan Semiconductor Manufacturing Corporation,
Ltd., filed as Exhibit 10.37 to the Corporation's
Annual Report on Form 10-K for the fiscal year
ended December 25, 1994, is hereby incorporated by
reference.
*10.33 Form of indemnification agreements with current
officers and directors of the Corporation, filed
as Exhibit 10.38 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by
reference.
10.34 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 filed as Exhibit 10.39
to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 25, 1994, is
hereby incorporated by reference.
10.34(a) First Amendment to Term Loan Agreement, dated as
of October 20, 1995, amending the Term Loan
Agreement dated as of January 5, 1995, by and
among the Corporation, ABN-AMRO Bank, N.V., as
Administrative Agent, and the lenders named
therein which was filed as Exhibit 10.39 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 25, 1994, as filed as
Exhibit 10.39(a) on Form 10-Q for the period ended
October 1, 1995, is hereby incorporated by
reference.
10.35 Secured Credit Agreement dated October 20, 1995,
between the Corporation and NexGen, Inc. and First
Amendement to Secured Credit Agreement dated as of
October 30, 1995 (incorporated by reference to
Annex 1 of the Agreement and Plan of Merger
attached as Exhibit 2 to this report), as filed as
Exhibit 10.40 on Form 10-Q for the period ended
October 1, 1995, is hereby incorporated by
reference.
43
*10.36 Agreement to Preserve Goodwill dated January 15,
1996, between the Corporation and S. Atiq Raza.
*10.37 1995 Stock Plan of NexGen, Inc., as amended, filed
as Exhibit 99.1 to the Corporation's Registration
Statement on Form S-8 (No. 333-00969), is
incorporated herein by reference.
***10.38 Patent Cross-License Agreement dated December 20,
1995, between the Corporation and Intel
Corporation.
10.39 Contract for Transfer of the Right to the Use of
Land between Advanced Micro Devices (Suzhou)
Limited and China-Singapore Suzhou Industrial Park
Development Co., Ltd.
10.40 NexGen, Inc. 1987 Employee Stock Plan, filed as
Exhibit 99.3 to Post-Effective Amendment No. 1 on
Form S-8 to the Corporation's Registration
Statement on Form S-4 (No. 33-64911), is hereby
incorporated by reference.
10.41 Form of indemnity agreement between NexGen, Inc.
and its directors and officers, filed as Exhibit
10.5 to the Registration Statement of NexGen, Inc.
on Form S-1 (No. 33-90750), is hereby incorporated
by reference.
10.42 Series E Preferred Stock Purchase Warrant of
NexGen, Inc. issued to Paine Webber Incorporated,
filed as Exhibit 10.14 to the Registration
Statement of NexGen, Inc. on Form S-1 (No.
33-90750), is hereby incorporated by reference.
10.43 Series F Preferred Stock Purchase Warrant of
NexGen, Inc., filed as Exhibit 10.15 to the
Registration Statement of NexGen, Inc. on Form S-1
(No. 33-90750), is hereby incorporated by
reference.
10.44 Series G Preferred Stock Purchase Warrant of
NexGen, Inc., filed as Exhibit 10.16 to the
Registration Statement of NexGen, Inc. on Form S-1
(No. 33-90750), is hereby incorporated by
reference.
***10.45 Agreement for Purchase of IBM Products between IBM
and NexGen, Inc. dated June 2, 1994, filed as
Exhibit 10.17 to the Registration Statement of
NexGen, Inc. on Form S-1 (No. 33-90750), is hereby
incorporated by reference.
*10.46 Letter Agreement dated as of September, 1988,
between NexGen, Inc. and S. Atiq Raza, First
Promissory Note dated October 17, 1988, and Second
Promissory Note dated October 17, 1988, as
amended, filed as Exhibit 10.20 to the
Registration Statement of NexGen, Inc. on Form S-1
(No. 33-90750), are hereby incorporated by
reference.
44
10.47 Series B Preferred Stock Purchase Warrant of
NexGen, Inc. issued to Kleiner, Perkins, Caufield
and Byers IV, as amended, filed as Exhibit 10.23
to the Registration Statement of NexGen, Inc. on
Form S-1 (No. 33-90750), is hereby incorporated by
reference.
11 Statement regarding computation of per share
earnings.
13 1995 Annual Report to Stockholders, portions of
which have been incorporated by reference into
Parts I, II and IV of this annual report.
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.
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 January 17, 1996, was filed
announcing the completion of the Merger of the Corporation and NexGen.
45
2. A current Report on Form 8-K dated January 12, 1996, was filed
announcing NexGen's financial results of the second fiscal quarter ended
December 31, 1995.
3. A current Report on Form 8-K dated January 10, 1996, was filed
announcing the Corporation's year-end earnings results.
4. A current Report on Form 8-K dated January 5, 1996, was filed
announcing the patent cross-license agreement between the Corporation and Intel.
5. A current Report on Form 8-K dated December 18, 1995, was filed
announcing that the Corporation expected fourth quarter earnings to be lower
than the preceding quarter.
6. A current Report on Form 8-K dated November 6, 1995, was filed
announcing that a securities class action lawsuit had been filed against the
Corporation and certain officers and directors of the Corporation.
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 18, 1996
By: /s/ MARVIN D. BURKETT
----------------------------------
Marvin D. Burkett
Senior Vice President, Chief
Financial and Administrative Officer and Treasurer
46
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 18, 1996
- --------------------------- Executive Officer
W. J. Sanders III (Principal Executive Officer)
/s/ ANTHONY B. HOLBROOK* Vice Chairman of the Board March 18, 1996
- ---------------------------
Anthony B. Holbrook
/s/ RICHARD PREVITE* Director, President and Chief March 18, 1996
- --------------------------- Operating Officer
Richard Previte
s/ FRIEDRICH BAUR* Director March 18, 1996
- ---------------------------
Friedrich Baur
/s/ S. ATIQ RAZA* Director, Vice President and March 18, 1996
- --------------------------- Chief Technical Officer
S. Atiq Raza
/s/ CHARLES M. BLALACK* Director March 18, 1996
- ---------------------------
Charles M. Blalack
/s/ R. GENE BROWN* Director March 18, 1996
- ---------------------------
R. Gene Brown
/s/ JOE L. ROBY* Director March 18, 1996
- ---------------------------
Joe L. Roby
/s/ LEONARD SILVERMAN* Director March 18, 1996
- ---------------------------
Leonard Silverman
/s/ MARVIN D. BURKETT Senior Vice President, March 18, 1996
- --------------------------- Chief Administrative Officer;
Marvin D. Burkett Chief Financial Officer and
Treasurer (Principal Financial
Officer)
/s/ GEOFF RIBAR Vice President and Controller March 19, 1996
- --------------------------- (Principal Accounting Officer)
Geoff Ribar
*By: /s/ MARVIN D. BURKETT
----------------------------------
Marvin D. Burkett
(Marvin D. Burkett, Attorney-in-Fact)
47
ADVANCED MICRO DEVICES, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULE
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 1995 Annual Report to Stockholders, a copy of which is attached
hereto as Exhibit 13, is incorporated herein by reference:
Page References
------------------
1995 Annual
Form Report to
10-K Stockholders
---- ------------
Report of Ernst & Young LLP, Independent Auditors __ 29
Consolidated Statements of Income for each of the
three fiscal years in the period ended
December 31, 1995 __ 13
Consolidated Balance Sheets at December 25,1994
and December 31,1995 __ 15
Consolidated Statements of Cash Flows for each of
the three fiscal years in the period ended
December 31, 1995 __ 16
Notes to Consolidated Financial Statements __ 30
Supplementary Financial Data:
Fiscal years 1994 and 1995 by quarter __ __
(unaudited)
Schedules for each of the three fiscal
years in the period ended
December 31, 1995:
Schedule II 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 1995
Annual Report to Stockholders is not to be deemed filed as part of this report.
Schedule II
ADVANCED MICRO DEVICES, INC.
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 26, 1993, December 25, 1994, and December 31, 1995
(Thousands)
Additions
Charged
(Reductions
Balance Credited) Balance
Beginning to End of
of Period Operations Deductions/(1)/ Period
--------- --------- ---------------- --------
Allowance for doubtful accounts:
Years ended:
December 26, 1993 $ 6,679 $1,595 $ (728) $ 7,492
December 25, 1994 7,492 3,723 (896) 10,319
December 31, 1995 10,319 2,475 (2,635) 10,159
- -------- (1) Accounts (written off) recovered, net.
AMD-90275
ADVANCED MICRO DEVICES, INC.
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
------- -----------------------
2 Agreement and Plan of Merger dated October 20,
1995, as amended, between the Corporation and
NexGen, Inc. as filed as Exhibit 2 to the
Corporation's Quarterly Report for the period
ended October 1, 1995, and as Exhibit 2.2 to the
Corporation's Current Report on Form 8-K dated
January 17, 1996, is hereby incorporated by
reference.
3.1 Certificate of Incorporation, as amended, filed as
Exhibit 3.1 to the Corporation's Quarterly Report
on Form 10-Q for the period ended July 2, 1995,
is hereby incorporated by reference.
3.2 By-Laws, as amended.
4 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.
*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.
*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.
Exhibit
Number Description of Exhibits
------- -----------------------
*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 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.
*10.7 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.
*10.8 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.
*10.9 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, are hereby incorporated by reference.
*10.10 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.
*10.11(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.
*10.12(b) Amendment dated August 27, 1991, to Employment
Agreement between the Corporation and W. J.
Sanders III, filed as Exhibit 10.2 to the
Corporation's Form 8-K dated September 3, 1991, is
hereby incorporated by reference.
*10.12 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.
*10.13 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.
*10.14 Executive Bonus Plan, as amended, filed as Exhibit
10.16 to the Corporation's Annual Report on Form
10-K for the fiscal year ended December 25, 1994,
is hereby incorporated by reference.
Exhibit
Number Description of Exhibits
------- -----------------------
*10.15(a) Letter Agreement between the Corporation and
Anthony B. Holbrook dated August 24, 1994, filed
as Exhibit 10.17(b) to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 24, 1994, is hereby incorporated by
reference.
*10.15(b) Letter Agreement dated August 4, 1995, between the
Corporation and Anthony B. Holbrook (amending the
Letter Agreement filed as Exhibit 10.17(b) to the
Corporation's Annual Report on Form 10-K for the
fiscal year ending December 24, 1994).
*10.15(c) Letter Agreement dated November 29, 1995, between
the Corporation and Anthony B. Holbrook (amending
the Letter Agreement filed as Exhibit 10.17(b) to
the Corporation's Annual Report on Form 10K for
the fiscal year ended December 24, 1994).
*10.16 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.
*10.17 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.
*10.18 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.
10.19 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.
10.20 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.
*10.21 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.
*10.22 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.
Exhibit
Number Description of Exhibits
------- -----------------------
**10.23(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.
**10.23(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.
**10.23(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.
**10.23(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.
**10.23(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.
**10.23(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.
10.24 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.
10.24(a) First Amendment to Credit Agreement, dated as of
April 7, 1995, amending the Credit Agreement dated
as of September 21, 1994, by and among the
Corporation, Bank of America National Trust and
Savings Association, as Agent, and the lenders
named therein filed as Exhibit 10.28 to the
Corporation's Quarterly Report on Form 10-Q for
the period ended October 1, 1995, is hereby
incorporated by reference.
Exhibit
Number Description of Exhibits
------- -----------------------
10.24(b) Second Amendment to Amended and Restated Credit
Agreement, dated as of October 20, 1995, amending
the Credit Agreement dated as of September 21,
1994 (as amended by the First Amendment to Credit
Agreement dated as of April 7, 1995), filed herein
as Exhibit 10.28(a), by and among the Corporation,
Bank of America National Trust and Savings
Association, as Agent, and the lenders named
therein which was filed as Exhibit 10.28(b) to the
Corporation's Quarterly Report on Form 10-Q for
the period ended October 1, 1995, is hereby
incorporated by reference.
10.24(c) Third Amendment to Amended and Restated Credit
Agreement, dated as of January 12, 1996, amending
the Credit Agreement dated as of September 21,
1994, by and among the Corporation, Bank of
America National Trust and Savings Association, as
Agent, and the lenders named therein.
10.25(a) Third Amended and Restated Guaranty dated as of
August 21, 1995, by the Corporation in favor of
CIBC Inc. (replacing in entirety the Amended and
Restated Guaranty and the First Amendment thereto
filed as Exhibits 10.29(a) and 10.29(b),
respectively, to the Corporation's Annual Report
on Form 10-K for the fiscal year ended December
25, 1994) filed as Exhibit 10.29(a) to the
Corporation's Quarterly Report on Form 10-Q for
the period ended October 1, 1995, is hereby
incorporated by reference.
10.25(b) First Amendment to Third Amended and Restated
Guaranty, dated as of October 20, 1995, amending
the Third Amended and Restated Guaranty dated
August 21, 1995, made by the Corporation in favor
of CIBC Inc. and filed as Exhibit 10.29(a), as
filed as Exhibit 10.29(d) to the Corporation's
Quarterly Report on Form 10-Q for the period ended
October 1, 1995, is hereby incorporated by
reference.
10.25(c) Second Amendment to Third Amended and Restated
Guaranty, dated as of January 12, 1996 (amending
the Third Amended and Restated Guaranty dated
August 21, 1995, made by the Corporation in favor
of CIBC Inc.).
10.25(d) Building Lease by and between CIBC Inc. and AMD
International Sales & Service, Ltd. dated as of
September 22, 1992, filed as Exhibit 10.28(b) to
the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 27, 1992, is hereby
incorporated by reference.
10.25(e) 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.
10.25(f) Second Amendment to Building Lease dated December
17, 1993, by and between CIBC Inc. and AMD
International Sales & Service, Ltd., filed as
Exhibit 10.29(e) to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by
reference.
Exhibit
Number Description of Exhibits
------- -----------------------
10.25(g) Third Amendment to Building Lease dated August 21,
1995, by and between CIBC Inc. and AMD
International Sales and Service, Inc. (amending
the Building Lease filed as Exhibit 10.29(c) to
the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 25, 1994), filed as
Exhibit 10.29(b) to the Corporation's Quarterly
Report on Form 10-Q for the period ended October
1, 1995, is hereby incorporated by reference.
10.25(h) Fourth Amendment to Building Lease, dated November
10, 1995, by and between CIBC Inc. and AMD
International Sales & Service, Inc. (amending the
Building Lease filed as Exhibit 10.29(c) to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 24, 1994).
10.25(i) 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.
10.25(j) 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.
10.25(k) Second Amendment to Land Lease dated December 17,
1993, by and between CIBC Inc. and AMD
International Sales & Service, Ltd., filed as
Exhibit 10.29(h) to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by
reference.
10.25(l) Third Amendment to Land Lease dated August 21,
1995, by and between CIBC Inc. and AMD
International Sales and Service, Inc. (amending
the Land Lease filed as Exhibit 10.29(f) to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 25, 1994), filed as
Exhibit 10.29(c) to the Corporation's Quarterly
Report on Form 10-Q for the period ended October
1, 1995, is hereby incorporated by reference.
10.25(m) Fourth Amendment to Land Lease dated November 10,
1995, by and between CIBC Inc. and AMD
International Sales & Service, Ltd. (amending the
Land Lease filed as Exhibit 10.29(f) to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 25, 1994).
*10.26 Executive Savings Plan, as amended, filed as
Exhibit 10.30 to the Corporation's Annual Report
on Form 10-K for the fiscal year ended December
25, 1994, is hereby incorporated by reference.
*10.27 Form of Split Dollar Agreement, as amended, filed
as Exhibit 10.31 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by
reference.
Exhibit
Number Description of Exhibits
------- -----------------------
*10.28 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.
*10.29 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), are hereby incorporated by
reference.
*10.30 1992 United Kingdom Share Option Scheme, filed as
Exhibit 4.2 to the Corporation's Registration
Statement on Form S-8 (No. 33-46577), is hereby
incorporated by reference.
**10.31 Compaq Computer Corporation/Advanced Micro
Devices, Inc. Agreement, filed as Exhibit 10.35 to
the Corporation's Annual Report on Form 10-K for
the fiscal year ended December 25, 1994, is hereby
incorporated by reference.
**10.32 Foundry Agreement between the Corporation and
Taiwan Semiconductor Manufacturing Corporation,
Ltd., filed as Exhibit 10.37 to the Corporation's
Annual Report on Form 10-K for the fiscal year
ended December 25, 1994, is hereby incorporated by
reference.
*10.33 Form of indemnification agreements with current
officers and directors of the Corporation, filed
as Exhibit 10.38 to the Corporation's Annual
Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by
reference.
10.34 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 filed as Exhibit 10.39
to the Corporation's Annual Report on Form 10-K
for the fiscal year ended December 25, 1994, is
hereby incorporated by reference.
10.34(a) First Amendment to Term Loan Agreement, dated as
of October 20, 1995, amending the Term Loan
Agreement dated as of January 5, 1995, by and
among the Corporation, ABN-AMRO Bank, N.V., as
Administrative Agent, and the lenders named
therein which was filed as Exhibit 10.39 to the
Corporation's Annual Report on Form 10-K for the
fiscal year ended December 25, 1994, as filed as
Exhibit 10.39(a) on Form 10-Q for the period ended
October 1, 1995, is hereby incorporated by
reference.
10.35 Secured Credit Agreement dated October 20, 1995,
between the Corporation and NexGen, Inc. and First
Amendement to Secured Credit Agreement dated as of
October 30, 1995 (incorporated by reference to
Annex 1 of the Agreement and Plan of Merger
attached as Exhibit 2 to this report), as filed as
Exhibit 10.40 on Form 10-Q for the period ended
October 1, 1995, is hereby incorporated by
reference.
Exhibit
Number Description of Exhibits
------- -----------------------
*10.36 Agreement to Preserve Goodwill dated January 15,
1996, between the Corporation and S. Atiq Raza.
*10.37 1995 Stock Plan of NexGen, Inc., as amended, filed
as Exhibit 99.1 to the Corporation's Registration
Statement on Form S-8 (No. 333-00969), is
incorporated herein by reference.
***10.38 Patent Cross-License Agreement dated December 20,
1995, between the Corporation and Intel
Corporation.
10.39 Contract for Transfer of the Right to the Use of
Land between Advanced Micro Devices (Suzhou)
Limited and China-Singapore Suzhou Industrial Park
Development Co., Ltd.
10.40 NexGen, Inc. 1987 Employee Stock Plan, filed as
Exhibit 99.3 to Post-Effective Amendment No. 1 on
Form S-8 to the Corporation's Registration
Statement on Form S-4 (No. 33-64911), is hereby
incorporated by reference.
10.41 Form of indemnity agreement between NexGen, Inc.
and its directors and officers, filed as Exhibit
10.5 to the Registration Statement of NexGen, Inc.
on Form S-1 (No. 33-90750), is hereby incorporated
by reference.
10.42 Series E Preferred Stock Purchase Warrant of
NexGen, Inc. issued to Paine Webber Incorporated,
filed as Exhibit 10.14 to the Registration
Statement of NexGen, Inc. on Form S-1 (No.
33-90750), is hereby incorporated by reference.
10.43 Series F Preferred Stock Purchase Warrant of
NexGen, Inc., filed as Exhibit 10.15 to the
Registration Statement of NexGen, Inc. on Form S-1
(No. 33-90750), is hereby incorporated by
reference.
10.44 Series G Preferred Stock Purchase Warrant of
NexGen, Inc., filed as Exhibit 10.16 to the
Registration Statement of NexGen, Inc. on Form S-1
(No. 33-90750), is hereby incorporated by
reference.
***10.45 Agreement for Purchase of IBM Products between IBM
and NexGen, Inc. dated June 2, 1994, filed as
Exhibit 10.17 to the Registration Statement of
NexGen, Inc. on Form S-1 (No. 33-90750), is hereby
incorporated by reference.
*10.46 Letter Agreement dated as of September, 1988,
between NexGen, Inc. and S. Atiq Raza, First
Promissory Note dated October 17, 1988, and Second
Promissory Note dated October 17, 1988, as
amended, filed as Exhibit 10.20 to the
Registration Statement of NexGen, Inc. on Form S-1
(No. 33-90750), are hereby incorporated by
reference.
Exhibit
Number Description of Exhibits
------- -----------------------
10.47 Series B Preferred Stock Purchase Warrant of
NexGen, Inc. issued to Kleiner, Perkins, Caufield
and Byers IV, as amended, filed as Exhibit 10.23
to the Registration Statement of NexGen, Inc. on
Form S-1 (No. 33-90750), is hereby incorporated by
reference.
11 Statement regarding computation of per share
earnings.
13 1995 Annual Report to Stockholders, portions of
which have been incorporated by reference into
Parts I, II and IV of this annual report.
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.
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 January 17, 1996, was filed
announcing the completion of the Merger of the Corporation and NexGen.