UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-3
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 31, 2000
OR
[_] 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 94-1692300
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One AMD Place,
Sunnyvale, California 94086
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 732-2400
Securities registered pursuant to Section 12(b) of the Act:
(Name of each exchange
(Title of each class) 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, 2001.
$7,175,108,834
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
314,747,375 shares as of February 26, 2001.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 2000, are incorporated into Parts II and IV hereof.
(2) Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held on April 26, 2001, are incorporated into Part III hereof.
===============================================================================
AMD, Advanced Micro Devices, AMD-K6, AMD Athlon, AMD Duron and 3DNow! are
either our trademarks or our registered trademarks. Vantis is a trademark of
Lattice Semiconductor Corporation. Microsoft, Windows, Windows NT and MS-DOS are
either registered trademarks or trademarks of Microsoft Corporation. Alpha is a
trademark of Compaq Computer Corporation. Pentium is a registered trademark of
Intel Corporation. Other terms used to identify companies and products may be
trademarks of their respective owners.
Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, Item 14 of
the Advanced Micro Devices, Inc. Annual Report on Form 10-K is amended as
follows:
2
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)
1. Financial Statements
The financial statements listed in the accompanying Index to Consolidated
Financial Statements and Financial Statement Schedule covered by the Report of
Independent Auditors are filed or incorporated by reference as part of this
Annual Report on Form 10-K. The following is a list of such financial
statements:
Page References
---------------
2000 Annual
Form Report to
10-K Stockholders
---- ------------
Report of Ernst & Young LLP, Independent Auditors....................................... -- 45
Consolidated Statements of Operations for each of the three years in the period ended
December 31, 2000 .................................................................... -- 23
Consolidated Balance Sheets at December 31, 2000 and December 26, 1999 ................. -- 24
Consolidated Statements of Stockholders' Equity for each of the three
years in the period ended December 31, 2000 .......................................... -- 25
Consolidated Statements of Cash Flows for each of the three years in the period ended
December 31, 2000 .................................................................... -- 26
Notes to Consolidated Financial Statements ............................................. -- 27 - 44
2. Financial Statement Schedule
The financial statement schedule listed below is filed as part of this
Annual Report on Form 10-K.
Page References
---------------
2000 Annual
Form Report to
10-K Stockholders
---- ------------
Schedule for the three years in the period ended December 31, 2000:
Schedule II Valuation and Qualifying Accounts ........................................ F-4 --
All other schedules have been omitted because 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
specifically incorporated by reference into Parts II and IV of this Annual
Report on Form 10-K, the 2000 Annual Report to Stockholders is not to be deemed
filed as part of this report.
3. Exhibits
The exhibits listed in the accompanying Index to Exhibits are filed as part
of, or incorporated by reference into, this Annual Report on Form 10-K. The
following is a list of such Exhibits:
Exhibit
Number Description of Exhibits
------ -----------------------
2.1 Agreement and Plan of Merger dated October 20, 1995, between
AMD and NexGen, Inc., filed as Exhibit 2 to AMD's Quarterly
Report for the period ended October 1, 1995, and as amended
as Exhibit 2.1 to AMD's Current Report on Form 8-K dated
January 17, 1996, is hereby incorporated by reference.
2.2 Amendment No. 2 to the Agreement and Plan of Merger, dated
January 11, 1996, between AMD and NexGen, Inc., filed as
Exhibit 2.2 to AMD's Current Report on Form 8-K dated January
17, 1996, is hereby incorporated by reference.
3
Exhibit
Number Description of Exhibits
------ -----------------------
2.3 Stock Purchase Agreement dated as of April 21, 1999, by and
between Lattice Semiconductor Corporation and AMD, filed as
Exhibit 2.3 to AMD's Current Report on Form 8-K dated April
26, 1999, is hereby incorporated by reference.
2.3(a) First Amendment to Stock Purchase Agreement, dated as of June
7, 1999, between AMD and Lattice Semiconductor Corporation,
filed as Exhibit 2.3(a) to AMD's Quarterly Report on Form
10-Q for the period ended June 27, 1999, is hereby
incorporated by reference.
2.3(b) Second Amendment to Stock Purchase Agreement, dated as of
June 15, 1999, between AMD and Lattice Semiconductor
Corporation, filed as Exhibit 2.3(b) to AMD's Quarterly
Report on Form 10-Q for the period ended June 27, 1999, is
hereby incorporated by reference.
2.4 Reorganization Agreement, dated as of May 21, 2000, by and
between AMD and BoldCo, Inc., filed as Exhibit 2.1 to AMD's
Current Report on Form 8-K dated May 21, 2000, is hereby
incorporated by reference.
2.5 Recapitalization Agreement, dated as of May 21, 2000, by and
among BraveTwo Acquisition, L.L.C., AMD and BoldCo, Inc.,
filed as Exhibit 2.2 to AMD's Current Report on Form 8-K
dated May 21, 2000, is hereby incorporated by reference.
3.1 Certificate of Incorporation, as amended, filed as Exhibit
3.1 to AMD's Amendment No. 1 to its Annual Report on Form
10-K for the fiscal year ended December 26, 1999, is hereby
incorporated by reference.
3.2 By-Laws, as amended, filed as Exhibit 3.2 to AMD's Annual
Report on Form 10-K for the fiscal year ended December 26,
1999, are hereby incorporated by reference.
3.3 Certificate of Amendment to Restated Certificate of
Incorporation dated May 25, 2000, filed as Exhibit 3.3 to
AMD's Quarterly Report on Form 10-Q for the period ended July
2, 2000, is hereby incorporated by reference.
4.1 Form of AMD 11% Senior Secured Notes due August 1, 2003,
filed as Exhibit 4.1 to AMD's Current Report on Form 8-K
dated August 13, 1996, is hereby incorporated by reference.
4.2(a) Indenture, dated as of August 1, 1996, between AMD and United
States Trust Company of New York, as trustee, filed as
Exhibit 4.2 to AMD's Current Report on Form 8-K dated August
13, 1996, is hereby incorporated by reference.
4.2(b) First Supplemental Indenture, dated as of January 13, 1999,
between AMD and United States Trust Company of New York, as
trustee, filed as Exhibit 4.2(b) to AMD's Annual Report on
Form 10-K for the fiscal year ended December 27, 1998, is
hereby incorporated by reference.
4.2(c) Second Supplemental Indenture, dated as of April 8, 1999,
between AMD and United States Trust Company of New York, as
trustee, filed as Exhibit 4.2(c) to AMD's Annual Report on
Form 10-K for the fiscal year ended December 26, 1999, is
hereby incorporated by reference.
4.2(d) Third Supplemental Indenture, dated as of July 28, 2000,
between AMD and the United States Trust Company, as trustee,
filed as Exhibit 4.2(d) to AMD's Quarterly Report on Form
10-Q for the period ended October 1, 2000, is hereby
incorporated by reference.
4.3 Intercreditor and Collateral Agent Agreement, dated as of
August 1, 1996, among United States Trust Company of New
York, as trustee, Bank of America NT&SA, as agent for the
banks under the Credit Agreement of July 19, 1996, and IBJ
Schroder Bank & Trust Company, filed as Exhibit 4.3 to AMD's
Current Report on Form 8-K dated August 13, 1996, is hereby
incorporated by reference.
4
Exhibit
Number Description of Exhibits
------ -----------------------
4.4 Payment, Reimbursement and Indemnity Agreement, dated as of
August 1, 1996, between AMD and IBJ Schroder Bank & Trust
Company, filed as Exhibit 4.4 to AMD's Current Report on Form
8-K dated August 13, 1996, is hereby incorporated by
reference.
4.5 Deed of Trust, Assignment, Security Agreement and Financing
Statement, dated as of August 1, 1996, among AMD, as grantor,
IBJ Schroder Bank & Trust Company, as grantee, and Shelley W.
Austin, as trustee, filed as Exhibit 4.5 to AMD's Current
Report on Form 8-K dated August 13, 1996, is hereby
incorporated by reference.
4.6 Security Agreement, dated as of August 1, 1996, among AMD and
IBJ Schroder Bank & Trust Company, as agent for United States
Trust Company of New York, as trustee, and Bank of America
NT&SA, as agent for banks, filed as Exhibit 4.6 to AMD's
Current Report on Form 8-K dated August 13, 1996, is hereby
incorporated by reference.
4.7 Lease, Option to Purchase and Put Option Agreement, dated as
of August 1, 1996, between AMD, as lessor, and AMD Texas
Properties, LLC, as lessee, filed as Exhibit 4.7 to AMD's
Current Report on Form 8-K dated August 13, 1996, is hereby
incorporated by reference.
4.8 Reciprocal Easement Agreement, dated as of August 1, 1996,
between AMD and AMD Texas Properties, LLC, filed as Exhibit
4.8 to AMD's Current Report on Form 8-K dated August 13,
1996, is hereby incorporated by reference.
4.9 Sublease Agreement, dated as of August 1, 1996, between AMD,
as sublessee, and AMD Texas Properties, LLC, as sublessor,
filed as Exhibit 4.9 to AMD's Current Report on Form 8-K
dated August 13, 1996, is hereby incorporated by reference.
4.10 Indenture, dated as of May 8, 1998, by and between AMD and
The Bank of New York, as trustee, filed as Exhibit 4.1 to
AMD's Current Report on Form 8-K dated May 8, 1998, is hereby
incorporated by reference.
4.11 Officers' Certificate, dated as of May 8, 1998, filed as
Exhibit 4.2 to AMD's Current Report on Form 8-K dated May 8,
1998, is hereby incorporated by reference.
4.12 Form of 6% Convertible Subordinated Note due 2005, filed as
Exhibit 4.3 to AMD's Current Report on Form 8-K dated May 8,
1998, is hereby incorporated by reference.
4.13 AMD hereby agrees to file on request of the Commission a copy
of all instruments not otherwise filed with respect to AMD's
long-term debt or any of its subsidiaries for which the total
amount of securities authorized under such instruments does
not exceed ten percent of the total assets of AMD and its
subsidiaries on a consolidated basis.
*10.1 AMD 1982 Stock Option Plan, as amended, filed as Exhibit 10.1
to AMD'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 AMD'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.
*10.4 AMD 1980 Stock Appreciation Rights Plan, as amended, filed as
Exhibit 10.4 to AMD's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated
by reference.
*10.5 AMD 1986 Stock Appreciation Rights Plan, as amended, filed as
Exhibit 10.5 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 26, 1993, is hereby
incorporated by reference.
5
Exhibit
Number Description of Exhibits
------ -----------------------
*10.6 Forms of Stock Option Agreements, filed as Exhibit 10.8 to
AMD'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 AMD'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 AMD'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 AMD'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 AMD's Annual Report on Form 10-K for the fiscal year
ended March 31, 1985, is hereby incorporated by reference.
+*10.12 Amended and Restated Employment Agreement, dated as of
November 3, 2000, between AMD and W. J. Sanders III.
+*10.13 AMD 2000 Stock Incentive Plan.
+*10.14 AMD's U.S. Stock Option Program for options granted after
April 25, 2000.
+*10.15 Vice President Incentive Plan.
*10.16 AMD Executive Incentive Plan, filed as Exhibit 10.14(b) to
AMD's Quarterly Report on Form 10-Q for the period ended June
30, 1996, is hereby incorporated by reference.
*10.17 Form of Bonus Deferral Agreement, filed as Exhibit 10.12 to
AMD's Annual Report on Form 10-K for the fiscal year ended
March 30, 1986, is hereby incorporated by reference.
*10.18 Form of Executive Deferral Agreement, filed as Exhibit 10.17
to AMD's Annual Report on Form 10-K for the fiscal year ended
December 31, 1989, is hereby incorporated by reference.
*10.19 Director Deferral Agreement of R. Gene Brown, filed as
Exhibit 10.18 to AMD's Annual Report on Form 10-K for the
fiscal year ended December 31, 1989, is hereby incorporated
by reference.
10.20 Intellectual Property Agreements with Intel Corporation,
filed as Exhibit 10.21 to AMD'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 AMD'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 AMD's Annual Report on Form 10-K for the fiscal year
ended December 29, 1991, is hereby incorporated by reference.
**10.23(a) Joint Venture Agreement between AMD and Fujitsu Limited,
filed as Exhibit 10.27(a) to AMD's Amendment No. 1 to its
Annual Report on Form 10-K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.23(b) Technology Cross-License Agreement between AMD and Fujitsu
Limited, filed as Exhibit 10.27(b) to AMD's Amendment No. 1
to its Annual Report on Form 10-K for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
6
Exhibit
Number Description of Exhibits
------ -----------------------
**10.23(c) AMD Investment Agreement between AMD and Fujitsu Limited,
filed as Exhibit 10.27(c) to AMD's Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December
26, 1993, is hereby incorporated by reference.
**10.23(d) Fujitsu Investment Agreement between AMD and Fujitsu Limited,
filed as Exhibit 10.27(d) to AMD's Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December
26, 1993, is hereby incorporated by reference.
**10.23(e) First Amendment to Fujitsu Investment Agreement dated April
28, 1995, filed as Exhibit 10.23(e) to AMD's Annual Report on
Form 10-K for the fiscal year ended December 29, 1996, is
hereby incorporated by reference.
10.23(f) Second Amendment to Fujitsu Investment Agreement, dated
February 27, 1996, filed as Exhibit 10.23 (f) to AMD's Annual
Report on Form 10-K for the fiscal year ended December 29,
1996, is hereby incorporated by reference.
**10.23(g) Joint Venture License Agreement between AMD and Fujitsu
Limited, filed as Exhibit 10.27(e) to AMD's Amendment No. 1
to its Annual Report on Form 10-K for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.23(h) Joint Development Agreement between AMD and Fujitsu Limited,
filed as Exhibit 10.27(f) to AMD's Amendment No. 1 to its
Annual Report on Form 10-K for the fiscal year ended December
26, 1993, is hereby incorporated by reference.
**10.23(i) Fujitsu Joint Development Agreement Amendment, filed as
Exhibit 10.23(g) to AMD's Quarterly Report on Form 10-Q for
the period ended March 31, 1996, is hereby incorporated by
reference.
+*10.24 AMD's Stock Option Program for Employees Outside the U.S. for
options granted after April 25, 2000.
**10.25 Technology Development and License Agreement, dated as of
October 1, 1998, among AMD and its subsidiaries and Motorola,
Inc. and its subsidiaries, filed as Exhibit 10.25 to AMD's
Annual Report on Form 10-K for the fiscal year ended December
27, 1998, is hereby incorporated by reference.
**10.25(a) Amendment to the Technology Development and License
Agreement, entered into as of October 1, 1998, by AMD and its
subsidiaries and Motorola, Inc. and its subsidiaries, filed
as Exhibit 10.25(a) to AMD's Annual Report on Form 10-K for
the fiscal year ended December 26, 1999, is hereby
incorporated by reference.
**10.25(b) Amendment 2 to the Technology Development and License
Agreement, entered into as of October 1, 1998, by AMD and its
subsidiaries and Motorola, Inc. and its subsidiaries, filed
as Exhibit 10.25(b) to AMD's Quarterly Report on Form 10-Q
for the period ended July 2, 2000, is hereby incorporated by
reference.
**10.26 Patent License Agreement, dated as of December 3, 1998,
between AMD and Motorola, Inc., filed as Exhibit 10.26 to
AMD's Annual Report on Form 10-K for the fiscal year ended
December 27, 1998, is hereby incorporated by reference.
10.27 Lease Agreement, dated as of December 22, 1998, between AMD
and Delaware Chip LLC, filed as Exhibit 10.27 to AMD's Annual
Report on Form 10-K for the fiscal year ended December 27,
1998, is hereby incorporated by reference.
*10.28(a) AMD Executive Savings Plan (Amendment and Restatement,
effective as of August 1, 1993), filed as Exhibit 10.30 to
AMD's Annual Report on Form 10-K for the fiscal year ended
December 25, 1994, is hereby incorporated by reference.
*10.28(b) First Amendment to the AMD Executive Savings Plan (as amended
and restated, effective as of August 1, 1993), filed as
Exhibit 10.28(b) to AMD's Annual Report on Form 10-K for the
fiscal year ended December 28, 1997, is hereby incorporated
by reference.
7
Exhibit
Number Description of Exhibits
------ -----------------------
*10.28(c) Second Amendment to the AMD Executive Savings Plan (as
amended and restated, effective as of August 1, 1993), filed
as Exhibit 10.28(b) to AMD's Annual Report on Form 10-K for
the fiscal year ended December 28, 1997, is hereby
incorporated by reference.
*10.29 Form of Split Dollar Agreement, as amended, filed as Exhibit
10.31 to AMD's Annual Report on Form 10-K for the fiscal year
ended December 25, 1994, is hereby incorporated by reference.
*10.30 Form of Collateral Security Assignment Agreement, filed as
Exhibit 10.32 to AMD's Annual Report on Form 10-K for the
fiscal year ended December 26, 1993, is hereby incorporated
by reference.
*10.31 Forms of Stock Option Agreements to the 1992 Stock Incentive
Plan, filed as Exhibit 4.3 to AMD's Registration Statement on
Form S-8 (No. 33-46577), are hereby incorporated by
reference.
*10.32 1992 United Kingdom Share Option Scheme, filed as Exhibit 4.2
to AMD's Registration Statement on Form S-8 (No. 33-46577),
is hereby incorporated by reference.
**10.33 AMD 1998 Stock Incentive Plan, filed as Exhibit 10.33 to
AMD's Annual Report on Form 10-K for the fiscal year ended
December 27, 1998, is hereby incorporated by reference.
*10.34 Form of indemnification agreements with officers and
directors of AMD, filed as Exhibit 10.38 to AMD's Annual
Report on Form 10-K for the fiscal year ended December 25,
1994, is hereby incorporated by reference.
*10.36 1995 Stock Plan of NexGen, Inc., as amended, filed as Exhibit
10.36 to AMD's Annual Report on Form 10-K for the fiscal year
ended December 29, 1996, is hereby incorporated by reference.
**10.37 Patent Cross-License Agreement dated December 20, 1995,
between AMD and Intel Corporation, filed as Exhibit 10.38 to
AMD's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, is hereby incorporated by reference.
10.38 Contract for Transfer of the Right to the Use of Land between
AMD (Suzhou) Limited and China-Singapore Suzhou Industrial
Park Development Co., Ltd., filed as Exhibit 10.39 to AMD's
Annual Report on Form 10-K for the fiscal year ended December
31, 1995, is hereby incorporated by reference.
*10.39 NexGen, Inc. 1987 Employee Stock Plan, filed as Exhibit 99.3
to Post-Effective Amendment No. 1 on Form S-8 to AMD's
Registration Statement on Form S-4 (No. 33-64911), is hereby
incorporated by reference.
*10.40 1995 Stock Plan of NexGen, Inc. (assumed by AMD), as amended,
filed as Exhibit 10.37 to AMD's Quarterly Report on Form 10-Q
for the period ended June 30, 1996, 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.
**10.45 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.
**10.48(a) C-4 Technology Transfer and Licensing Agreement dated June
11, 1996, between AMD and International Business Machines
Corporation, filed as Exhibit 10.48 to AMD's Amendment No. 1
to its Quarterly Report on Form 10-Q/A for the period ended
September 29, 1996, is hereby incorporated by reference.
**10.48(b) Amendment No. 1 to the C-4 Technology Transfer and Licensing
Agreement, dated as of February 23, 1997, between AMD and
International Business Machines Corporation, filed as Exhibit
10.48(a) to AMD's Quarterly Report on Form 10-Q for the
period ended March 30, 1997, is hereby incorporated by
reference.
8
Exhibit
Number Description of Exhibits
------ -----------------------
**10.49(a) Design and Build Agreement dated November 15, 1996, between
AMD Saxony Manufacturing GmbH and Meissner and Wurst GmbH,
filed as Exhibit 10.49(a) to AMD's Annual Report on Form 10-K
for the fiscal year ended December 29, 1996, is hereby
incorporated by reference.
10.49(b) Amendment to Design and Build Agreement dated January 16,
1997, between AMD Saxony Manufacturing GmbH and Meissner and
Wurst GmbH filed as Exhibit 10.49(b) to AMD's Annual Report
on Form 10-K for the fiscal year ended December 29, 1996, is
hereby incorporated by reference.
**10.50(a-1) Syndicated Loan Agreement with Schedules 1, 2 and 17, dated
as of March 11, 1997, among AMD Saxony Manufacturing GmbH,
Dresdner Bank AG and Dresdner Bank Luxembourg S.A., filed as
Exhibit 10.50(a) to AMD's Quarterly Report on Form 10-Q for
the period ended March 30, 1997, is hereby incorporated by
reference.
**10.50(a-2) Supplemental Agreement to the Syndicated Loan Agreement,
dated as of February 6, 1998, among AMD Saxony Manufacturing
GmbH, Dresdner Bank AG and Dresdner Bank Luxembourg S.A.,
filed as Exhibit 10.50(a-2) to AMD's Annual Report on Form
10-K/A (No.1) for the fiscal year ended December 28, 1997, is
hereby incorporated by reference.
10.50(a-3) Supplemental Agreement No. 2 to the Syndicated Loan
Agreement, dated as of June 29, 1999, among AMD Saxony
Manufacturing GmbH, Dresdner Bank AG and Dresdner Bank
Luxembourg S.A., filed as Exhibit 10.50(a-3) to AMD's
Quarterly Report on Form 10-Q for the period ended June 27,
1999, is hereby incorporated by reference.
+***10.50(a-4) Amendment Agreement No. 3 to the Syndicated Loan Agreement,
dated as of February 20, 2001, among AMD Saxony Manufacturing
GmbH, AMD Saxony Holding GmbH, Dresdner Bank AG, Dresdner
Bank Luxembourg S.A. and the banks party thereto.
**10.50(b) Determination Regarding the Request for a Guarantee by AMD
Saxony Manufacturing GmbH, filed as Exhibit 10.50(b) to AMD's
Quarterly Report on Form 10-Q for the period ended March 30,
1997, is hereby incorporated by reference.
**10.50(c) AMD Subsidy Agreement, between AMD Saxony Manufacturing GmbH
and Dresdner Bank AG, filed as Exhibit 10.50(c) to AMD's
Quarterly Report on Form 10-Q for the period ended March 30,
1997, is hereby incorporated by reference.
**10.50(d) Subsidy Agreement, dated February 12, 1997, between
Sachsische Aufbaubank and Dresdner Bank AG, with Appendices
1, 2a, 2b, 3 and 4, filed as Exhibit 10.50(d) to AMD's
Quarterly Report on Form 10-Q for the period ended March 30,
1997, is hereby incorporated by reference.
10.50(e) AMD, Inc. Guaranty, dated as of March 11, 1997, among AMD,
Saxony Manufacturing GmbH and Dresdner Bank AG, filed as
Exhibit 10.50(e) to AMD's Quarterly Report on Form 10-Q for
the period ended March 30, 1997, is hereby incorporated by
reference.
10.50(f-1) Sponsors' Support Agreement, dated as of March 11, 1997,
among AMD, AMD Saxony Holding GmbH and Dresdner Bank AG,
filed as Exhibit 10.50(f) to AMD's Quarterly Report on Form
10-Q for the period ended March 30, 1997, is hereby
incorporated by reference.
10.50(f-2) First Amendment to Sponsors' Support Agreement, dated as of
February 6, 1998, among AMD, AMD Saxony Holding GmbH and
Dresdner Bank AG, filed as Exhibit 10.50(f-2) to AMD's Annual
Report on Form 10-K for the fiscal year ended December 28,
1997, is hereby incorporated by reference.
10.50(f-3) Second Amendment to Sponsors' Support Agreement, dated as of
June 29, 1999, among AMD, AMD Saxony Holding GmbH, Dresdner
Bank AG and Dresdner Bank Luxembourg S.A., filed as Exhibit
10.50 (f-3) to AMD's Quarterly Report on Form 10-Q for the
period ended June 27, 1999, is hereby incorporated by
reference.
9
Exhibit
Number Description of Exhibits
------ -----------------------
+***10.50(f-4) Third Amendment to Sponsors' Support Agreement, dated as of
February 20, 2001, among AMD, AMD Saxony Holding GmbH,
Dresdner Bank AG and Dresdner Bank Luxembourg S.A.
10.50(g-1) Sponsors' Loan Agreement, dated as of March 11, 1997, among
AMD, AMD Saxony Holding GmbH and Saxony Manufacturing GmbH,
filed as Exhibit 10.50(g) to AMD's Quarterly Report on Form
10-Q for the period ended March 30, 1997, is hereby
incorporated by reference.
10.50(g-2) First Amendment to Sponsors' Loan Agreement, dated as of
February 6, 1998, among AMD, AMD Saxony Holding GmbH and AMD
Saxony Manufacturing GmbH, filed as Exhibit 10.50(g-2) to
AMD's Annual Report on Form 10-K for the fiscal year ended
December 28, 1997, is hereby incorporated by reference.
10.50(g-3) Second Amendment to Sponsors' Loan Agreement, dated as of
June 25, 1999, among AMD, AMD Saxony Holding GmbH and AMD
Saxony Manufacturing GmbH, filed as Exhibit 10.50(g-3) to the
Company's Quarterly Report on Form 10-Q for the period ended
June 27, 1999, is hereby incorporated by reference.
10.50(h) Sponsors' Subordination Agreement, dated as of March 11,
1997, among AMD, AMD Saxony Holding GmbH, AMD Saxony
Manufacturing GmbH and Dresdner Bank AG, filed as Exhibit
10.50(h) to AMD's Quarterly Report on Form 10-Q for the
period ended March 30, 1997, is hereby incorporated by
reference.
10.50(i) Sponsors' Guaranty, dated as of March 11, 1997, among AMD,
AMD Saxony Holding GmbH and Dresdner Bank AG, filed as
Exhibit 10.50(i) to AMD's Quarterly Report on Form 10-Q for
the period ended March 30, 1997, is hereby incorporated by
reference.
**10.50(j) AMD Holding Wafer Purchase Agreement, dated as of March 11,
1997, between AMD and AMD Saxony Holding GmbH, filed as
Exhibit 10.50(j) to AMD's Quarterly Report on Form 10-Q for
the period ended March 30, 1997, is hereby incorporated by
reference.
+***10.50(j-1) First Amendment to AMD Holding Wafer Purchase Agreement,
dated as of February 20, 2001, between AMD and AMD Saxony
Holding GmbH.
**10.50(k) AMD Holding Research, Design and Development Agreement, dated
as of March 11, 1997, between AMD Saxony Holding GmbH and
AMD, filed as Exhibit 10.50(k) to AMD's Quarterly Report on
Form 10-Q for the period ended March 30, 1997, is hereby
incorporated by reference.
**10.50(l-1) AMD Saxonia Wafer Purchase Agreement, dated as of March 11,
1997, between AMD Saxony Holding GmbH and AMD Saxony
Manufacturing GmbH, filed as Exhibit 10.50(l) to AMD's
Quarterly Report on Form 10-Q for the period ended March 30,
1997, is hereby incorporated by reference.
10.50(l-2) First Amendment to AMD Saxonia Wafer Purchase Agreement,
dated as of February 6, 1998, between AMD Saxony Holding GmbH
and AMD Saxony Manufacturing GmbH, filed as Exhibit
10.50(l-2) to AMD's Annual Report on Form 10-K for the fiscal
year ended December 28, 1997, is hereby incorporated by
reference.
+***10.50(l-3) Second Amendment to AMD Saxonia Wafer Purchase Agreement,
dated as of February 20, 2001, between AMD Saxony Holding
GmbH and AMD Saxony Manufacturing GmbH.
**10.50(m) AMD Saxonia Research, Design and Development Agreement, dated
as of March 11, 1997, between AMD Saxony Manufacturing GmbH
and AMD Saxony Holding GmbH, filed as Exhibit 10.50(m) to
AMD's Quarterly Report on Form 10-Q for the period ended
March 30, 1997, is hereby incorporated by reference.
10.50(n) License Agreement, dated March 11, 1997, among AMD, AMD
Saxony Holding GmbH and AMD Saxony Manufacturing GmbH, filed
as Exhibit 10.50(n) to AMD's Quarterly Report on Form 10-Q
for the period ended March 30, 1997, is hereby incorporated
by reference.
10
10.50(o) AMD, Inc. Subordination Agreement, dated March 11, 1997,
among AMD, AMD Saxony Holding GmbH and Dresdner Bank AG,
filed as Exhibit 10.50(o) to AMD's Quarterly Report on Form
10-Q for the period ended March 30, 1997, is hereby
incorporated by reference.
**10.50(p-1) ISDA Agreement, dated March 11, 1997, between AMD and AMD
Saxony Manufacturing GmbH, filed as Exhibit 10.50(p) to AMD's
Quarterly Report on Form 10-Q for the period ended March 30,
1997, is hereby incorporated by reference.
**10.50(p-2) Confirmation to ISDA Agreement, dated February 6, 1998,
between AMD and AMD Saxony Manufacturing GmbH, filed as
Exhibit 10.50(p-2) to AMD's Annual Report on Form 10-K for
the fiscal year ended December 28, 1997, is hereby
incorporated by reference.
10.51 Loan and Security Agreement, dated as of July 13, 1999, among
AMD, AMD International Sales and Service, Ltd. and Bank of
America NT&SA as agent, filed as Exhibit 10.51 to AMD's
Quarterly Report on Form 10-Q for the period ended June 27,
1999, is hereby incorporated by reference.
10.51(a) First Amendment to Loan and Security Agreement, dated as of
July 30, 1999, among AMD, AMD International Sales and
Service, Ltd. and Bank of America NT&SA, as agent, filed as
Exhibit 10.51(a) to AMD's Quarterly Report on Form 10-Q for
the period ended June 27, 1999, is hereby incorporated by
reference.
+10.51(a-1) Second Amendment to Loan and Security Agreement, dated as of
February 12, 2001, among AMD, AMD International Sales and
Service, Ltd. and Bank of America N.A. (formerly Bank of
America NT&SA), as agent.
*10.52 Agreement, dated as of June 16, 1999, between AMD and Richard
Previte, filed as Exhibit 10.52 to AMD's Quarterly Report on
Form 10-Q for the period ended June 27, 1999, is hereby
incorporated by reference.
*10.54 Management Continuity Agreement, between AMD and Robert R.
Herb, filed as Exhibit 10.54 to AMD's Annual Report on Form
10-K for the fiscal year ended December 26, 1999, is hereby
incorporated by reference.
*10.55 Employment Agreement, dated as of January 13, 2000, between
AMD and Hector de J. Ruiz, filed as Exhibit 10.55 to AMD's
Annual Report on Form 10-K for the fiscal year ended December
26, 1999, is hereby incorporated by reference.
*10.56 Form of indemnification agreements with officers and
directors of AMD, filed as Exhibit 10.56 to AMD's Annual
Report on Form 10-K for the fiscal year ended December 26,
1999, is hereby incorporated by reference.
*10.57 Employment Agreement, dated as of September 27, 2000, between
AMD and Robert J. Rivet, filed as Exhibit 10.57 to AMD's
Quarterly Report on Form 10-Q for the period ended October 1,
2000, is hereby incorporated by reference.
+13 Pages 8 through 47 of AMD's 2000 Annual Report to
Stockholders, which have been incorporated by reference into
Parts II and IV of this annual report.
+21 List of AMD subsidiaries.
+23 Consent of Ernst & Young LLP, Independent Auditor.
+24 Power of Attorney.
* Management contracts and compensatory plans or arrangements required to be
filed as an Exhibit to comply with Item 14(a)(3) of Form 10-K.
11
** Confidential treatment has been granted as to certain portions of these
Exhibits.
*** Confidential treatment has been requested with respect to certain portions
of this Exhibit.
+ Previously filed.
AMD will furnish a copy of any exhibit on request and payment of AMD's
reasonable expenses of furnishing such exhibit.
(b) Reports on Form 8-K.
1. A Current Report on Form 8-K dated October 11, 2000 reporting under
Item 5 - Other Events was filed announcing AMD's third quarter
earnings.
2. Current Report on Form 8-K dated December 11, 2000 reporting under
Item 5 - Other Events was filed with respect to expected financial
results for the fourth quarter ended December 31, 2000.
(d) Fujitsu AMD Semiconductor Limited Financial Statements
This Form 10-K/A-3 is being filed to reflect additional information
relating to Fujitsu AMD Semiconductor Limited ("FASL"), for which the fiscal
year end is March 31, 2001. FASL, a joint venture formed by AMD and Fujitsu
Limited ("Fujitsu"), was formed in 1993 for the development and manufacture of
non-volatile memory devices. AMD owns a 49.992% interest in FASL, and Fujitsu
owns the remaining interest.
Statements of Operations for the three years ended March 31, 2001 ....................... 13
Balance Sheets at March 31, 2001 and 2000 ............................................... 14
Statements of Stockholders' Equity for the three years ended March 31, 2001 ............. 15
Statements of Cash Flows for the three years ended March 31, 2001 ....................... 16
Notes to Financial Statements ........................................................... 17
Report of Ernst & Young, Independent Auditors ........................................... 21
12
FUJITSU AMD SEMICONDUCTOR LIMITED
STATEMENTS OF OPERATIONS
FOR THE THREE YEARS ENDED MARCH 31, 2001
--------------------------------------------------------------------------------
(Thousands except share and per share amounts)
2001 2000 1999
---- ---- ----
Net sales $ 916,624 $ 526,888 $ 401,130
Expenses:
Cost of sales 715,148 479,621 351,294
Selling, general and administrative 86,936 51,997 42,633
--------- --------- ---------
802,084 531,618 393,927
--------- --------- ---------
Operating income (loss) 114,540 (4,730) 7,203
Interest income 9 -- 8
Interest expense (335) (593) (1,855)
Other expense, net (3,153) (655) (561)
--------- --------- ---------
Income (loss) before income taxes 111,061 (5,978) 4,795
Provision (benefit) for income taxes 45,833 (2,361) (6,252)
--------- --------- ---------
Net income (loss) $ 65,228 $ (3,617) $ 11,047
========= ========= =========
Net income (loss) per common share:
Basic $ 102.56 $ (5.69) $ 17.37
Diluted $ 102.56 $ (5.69) $ 17.37
Shares used in per share calculation
Basic 636,000 636,000 636,000
Diluted 636,000 636,000 636,000
See accompanying notes.
13
FUJITSU AMD SEMICONDUCTOR LIMITED
BALANCE SHEETS
MARCH 31, 2001 AND 2000
--------------------------------------------------------------------------------
(Thousands except share and per share amounts)
2001 2000
---- ----
ASSETS
Current assets:
Cash and cash equivalents $ 8 $ 9
Deposits with affiliates -- 22,534
Accounts receivable from affiliates 197,563 70,561
Inventories:
Raw materials and supplies 7,958 6,406
Work-in-process 58,168 53,990
Finished goods 1,517 1,828
----------- -----------
Total inventories 67,643 62,224
Deferred tax assets 4,431 3,109
Other current assets 5,408 697
----------- -----------
Total current assets 275,053 159,134
Property, plant and equipment:
Equipment 1,326,207 1,183,231
Buildings 143,406 150,099
Construction in progress 156,013 4,823
----------- -----------
Total property, plant and equipment 1,625,626 1,338,153
Accumulated depreciation (878,604) (800,160)
----------- -----------
Property, plant and equipment, net 747,022 537,993
Other assets 11,768 11,050
----------- -----------
TOTAL $ 1,033,843 $ 708,177
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable to affiliates $ 31,178 $ --
Accounts payable 251,461 68,450
Payables to affiliates 107,902 36,053
Accrued liabilities 57,635 6,463
Income taxes payable 40,557 20,725
----------- -----------
Total current liabilities 488,733 131,691
Deferred tax liabilities 38,927 53,424
Other accrued liabilities 1,122 1,375
Commitments -- --
Stockholders' equity:
Common stock, par value $500; 800,000 shares authorized;
636,000 shares issued and outstanding in 2001 and 2000 318,790 318,790
Retained earnings 276,589 211,361
Accumulated other comprehensive loss (90,318) (8,464)
----------- -----------
Total stockholders' equity 505,061 521,687
----------- -----------
TOTAL $ 1,033,843 $ 708,177
----------- -----------
See accompanying notes.
14
FUJITSU AMD SEMICONDUCTOR LIMITED
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE YEARS ENDED MARCH 31, 2001
--------------------------------------------------------------------------------
(Thousands except share amounts)
Common Stock Accumulated
----------------------
Number Other Total
of Retained Comprehensive Stockholders'
Shares Amount Earnings Income (loss) Equity
---------- ---------- ---------- -------------- -------------
March 31, 1998 636,000 $ 318,790 $ 203,931 $(111,191) $ 411,530
Comprehensive income:
Net income -- -- 11,047 -- 11,047
Other comprehensive income:
Net change in accumulated translation
adjustment -- -- -- 40,134 40,134
--------- --------- --------- --------- ---------
Total comprehensive income -- -- 11,047 40,134 51,181
--------- --------- --------- --------- ---------
March 31, 1999 636,000 318,790 214,978 (71,057) 462,711
Comprehensive income:
Net loss -- -- (3,617) -- (3,617)
Other comprehensive income:
Net change in accumulated translation
adjustment -- -- -- 62,593 62,593
--------- --------- --------- --------- ---------
Total comprehensive income -- -- (3,617) 62,593 58,976
--------- --------- --------- --------- ---------
March 31, 2000 636,000 318,790 211,361 (8,464) 521,687
Comprehensive loss:
Net income -- -- 65,228 -- 65,228
Other comprehensive loss:
Net change in accumulated translation
adjustment -- -- -- (81,854) (81,854)
--------- --------- --------- --------- ---------
Total comprehensive loss -- -- 65,228 (81,854) (16,626)
--------- --------- --------- --------- ---------
March 31, 2001 636,000 $ 318,790 $ 276,589 $ (90,318) $ 505,061
--------- --------- --------- --------- ---------
See accompanying notes.
15
FUJITSU AMD SEMICONDUCTOR LIMITED
STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED MARCH 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
(Thousands)
2001 2000 1999
---- ---- ----
Cash flows from operating activities:
Net income (loss) $ 65,228 $ (3,617) $ 11,047
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 227,922 215,145 181,415
Amortization 3,615 3,304 1,848
Net loss on disposal of property, plant and equipment 2,247 673 179
Changes in operating assets and liabilities:
Decrease (increase) in deposits with an affiliate 21,671 (21,474) -
Net (increase) decrease in receivables, inventories,
and other assets (181,591) 8,348 5,745
Net decrease in deferred income tax liabilities (9,667) (13,601) (7,928)
Increase (decrease) in income taxes payable 25,593 19,732 (32,842)
Net increase (decrease) in payables, accrued
liabilities and other liabilities 361,298 23,969 (79,872)
--------- --------- ---------
Net cash provided by operating activities 516,316 232,479 79,592
--------- --------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment (551,314) (109,310) (101,964)
Proceeds from sale of property, plant and equipment - 242 85
--------- --------- ---------
Net cash used in investing activities (551,314) (109,068) (101,879)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from borrowings from affiliates 665,746 342,787 384,884
Payments on loan from affiliates (630,748) (466,200) (374,384)
--------- --------- ---------
Net cash provided by (used in) financing activities 34,998 (123,413) 10,500
--------- --------- ---------
Net effect of exchange rate changes on cash (1) 3 342
--------- --------- ---------
Net (decrease) increase in cash (1) 1 (11,445)
Cash and cash equivalents at beginning of year 9 8 11,453
--------- --------- ---------
Cash and cash equivalents at end of year $ 8 $ 9 $ 8
--------- --------- ---------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 344 $ 601 $ 1,910
--------- --------- ---------
Income taxes $ 29,888 $ 18 $ 32,608
--------- --------- ---------
See accompanying notes.
16
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
In 1993, Advanced Micro Devices ("AMD") and Fujitsu Limited ("Fujitsu")
formed a joint venture, Fujitsu AMD Semiconductor Limited ("FASL" or the
"Company"), for the development and manufacture of non-volatile memory
devices. Through FASL, the two companies have constructed and are operating
advanced integrated circuit manufacturing facilities in Aizu-Wakamatsu, Japan
to produce Flash memory devices. FASL also uses foundry facilities in Iwate,
Japan and Gresham, Oregon. AMD has a 49.992% interest in FASL, and Fujitsu
has the remaining interest. The investment is being accounted for under the
equity method.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR. The Company's fiscal year ends March 31.
ACCOUNTING PRINCIPLES. The accounting records of the Company are maintained
in accordance with accounting practices prevailing in Japan. The accompanying
financial statements, however, include adjustments that have not been
recorded in the legal books of account of the Company but are necessary to
conform to accounting principles generally accepted in the United States of
America ("U.S. GAAP"). These adjustments consist principally of depreciation
under a different method and its impact on the valuation of inventories,
provision for deferred income taxes, and adjustments stemming from the
translation of the Company's financial statements into the U.S. dollar for
reporting purposes.
CASH EQUIVALENTS. Cash equivalents consist of financial instruments which are
readily convertible into cash and have original maturities of three months or
less at the time of acquisition.
FOREIGN CURRENCY TRANSLATION. The functional currency of the Company is the
Japanese yen. Financial statements are translated into the U.S. dollar using
the exchange rate at each balance sheet date for assets and liabilities and a
weighted-average exchange rate for each period for operating statement items.
Translation adjustments are recorded as a separate component of stockholders'
equity in the U.S. dollar financial statements.
REVENUE RECOGNITION. Revenue is recognized on sales when the contract is in
place, the price is determined, shipment is made and collectibility is
reasonably assured. Unit selling price is determined by a transfer price
agreement. The current agreement, consummated in June 1999 and retroactively
applied to products shipped on or after April 1, 1999, calculates unit
selling price using approximately 106 percent of cost of sales based on the
Commercial Code in Japan. Prior to April 1, 1999, unit selling price was
calculated based on a percentage of AMD's ultimate average selling price at a
predetermined, nonnegotiable exchange rate.
INVENTORIES. Inventories are stated at the lower of actual cost (average
method) or market (net realizable value).
PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment is stated at
cost. Depreciation for U.S. GAAP purposes is provided on the straight-line
basis over the estimated useful lives of the assets for financial reporting
purposes and on accelerated methods for tax purposes. Estimated useful lives
for financial reporting purposes are as follows: machinery and equipment -- 3
to 5 years; buildings -- up to 26 years.
NET INCOME (LOSS) PER COMMON SHARE. Net income (loss) per share has been
computed using the weighted-average common shares outstanding. The Company
has no potentially dilutive securities.
RECENT ACCOUNTING PRONOUNCEMENTS. In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 133
("SFAS 133"), "Accounting for Derivative Instruments and Hedging Activities."
SFAS 133 is required to be adopted for fiscal years beginning after June 15,
2000. This Statement requires recognition of all derivatives on the balance
sheet at fair value, and the changes in fair value will be recognized through
earnings or other comprehensive income, depending on the nature of the
derivatives. The Company does not have any derivative instruments; therefore,
SFAS 133 did not have a material impact on the Company's financial position,
results of operation or cash flows.
In December 1999, the Securities and Exchange Commission ("SEC") issued SEC
Staff Accounting Bulletin No. 101 (SAB 101), "Revenue Recognition in
Financial Statements." SAB 101 summarizes certain of the SEC's views in
applying
17
accounting principles generally accepted in the United States of America to
revenue recognition in financial statements. The Company's implementation of
SAB 101 had no impact on its financial position, results of operations or
cash flows for the year ended March 31, 2001.
USE OF ESTIMATES. The preparation of financial statements is in conformity
with accounting principles generally accepted in the United States.
Accordingly, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results will differ from those estimates, and such differences may be
material to the financial statements.
FINANCIAL PRESENTATION. The Company has reclassified certain prior year
amounts on the financial statements to conform to the current year
presentation.
3. RELATED PARTY TRANSACTIONS
The Company is 100 percent owned by AMD and Fujitsu, with AMD having a
49.992% interest and Fujitsu having the remaining interest. Under the terms
of the joint venture agreement, FASL production is allocated nearly equally
between AMD and Fujitsu. All of the Company's accounts receivable and sales
as of and for the years ended March 31, 2001, 2000 and 1999 were with these
related parties. FASL made purchases from AMD and Fujitsu totaling $244
million, $59 million and $49 million in 2001, 2000 and 1999, respectively. At
March 31, 2001 and 2000, FASL owed AMD, Fujitsu and Fujitsu's subsidiaries
approximately $139 million and $36 million, respectively. These amounts
consist of loan, trade and royalty payables.
The Company has an agreement with Fujitsu Capital Limited ("FCAP"), a wholly
owned subsidiary of Fujitsu, to provide financing to FASL at lower interest
rates than those offered by banks. If the Company had obtained financing from
a lender other than FCAP, the additional interest expense would have been
immaterial. FASL completed construction of the building for a second Flash
memory device wafer fabrication facility, FASL JV2, in the third quarter of
1997 at a site contiguous to the existing FASL facility in Aizu-Wakamatsu,
Japan. Equipment installation in FASL JV2, which is partially operational, is
in progress, and the facility is expected to cost approximately $831 million.
Approximately $824 million of the cost of the facility has been funded as of
March 31, 2001. Capital expenditures for FASL JV2 construction to date have
been funded by cash generated from FASL operations and borrowings by FASL.
However, to the extent that FASL is unable to secure the necessary funds for
FASL JV2, AMD and Fujitsu may be required to contribute cash or guarantee
third-party loans in proportion to their respective interests in FASL. At
March 31, 2001, AMD had $16 million in loan guarantees outstanding with
respect to such loans. The Company started construction of a third facility,
FASL JV3, in fiscal year 2001. The planned FASL JV2 and FASL JV3 costs are
denominated in yen and are, therefore, subject to change due to foreign
exchange rate fluctuations.
FASL has also expanded its production capacity through a foundry arrangement
with Fujitsu Microelectronics, Inc. ("FMI"). In connection with this foundry
arrangement, AMD agreed to guarantee up to $125 million of Fujitsu's
obligations under FMI's credit facility. As of March 31, 2001, AMD had $125
million in loan guarantees outstanding with respect to this agreement. The
Company did not have any loan guarantees outstanding as of March 31, 1999 and
2000 with respect to this agreement.
The Company has a severance benefit package for employees formerly employed
by Fujitsu. FASL accrues the Company's share of severance benefits at
year-end in an amount to be settled with Fujitsu if the eligible employee
terminates his or her service with FASL and returns to Fujitsu or another
Fujitsu group company.
4. COMPREHENSIVE LOSS
As required under Statement of Financial Accounting Standards No. 130 ("SFAS
130"), the foreign currency translation adjustments are included in "other
comprehensive loss."
As of March 31, 2001 and 2000 the components of accumulated other
comprehensive loss, consisting only of cumulative translation adjustments,
were $90,318,000 and $8,464,000, respectively.
5. INCOME TAXES
Provision (benefit) for income taxes consists of:
18
-----------------------------------------------------------------------------------------------------------------------
(Thousands) 2001 2000 1999
--------------------------------------------------------------------------
Current:
Foreign National $ 36,855 $ 13,134 $ (226)
Foreign Local 18,645 6,661 (117)
Deferred:
Foreign National and Local (9,667) (22,156) (5,909)
-------------------- ------------------- ----------------
Provision (benefit) for income taxes $ 45,833 $ (2,361) $ (6,252)
==================== =================== ================
-----------------------------------------------------------------------------------------------------------------------
Significant components of the Company's deferred tax assets and liabilities
as of March 31, 2001 and 2000 are as follows:
---------------------------------------------------------------------------------------------
(Thousands) 2001 2000
-------------------------------------
Deferred tax assets:
Inventory reserves $ 759 $ 2,958
Enterprise tax 3,551 1,819
Accrued expenses not currently deductible 2,106 1,328
-------------- ---------------
Total deferred tax assets 6,416 6,105
-------------- ---------------
Deferred tax liabilities:
Depreciation (39,605) (53,895)
Inventory reserves (702) (2,327)
Other (605) (198)
-------------- ---------------
Total deferred tax liabilities (40,912) (56,420)
-------------- ---------------
Net deferred tax liabilities $ (34,496) $ (50,315)
============== ===============
---------------------------------------------------------------------------------------------
The following is a reconciliation between statutory Japanese income taxes and
the total provision (benefit) for income taxes:
--------------------------------------------------------------------------------------------------------------------------------
2001 2000 1999
----------------------------------------------------------------------------------------
(Thousands except percent) Tax Rate Tax Rate Tax Rate
----------------------------------------------------------------------------------------
Statutory income tax provision (benefit) $ 45,760 41.2 % $ (2,460) 41.2 % $ 2,238 46.7 %
Permanent book/tax differences 64 0.1 81 (1.4) (55) (1.1)
Inhabitant tax per capita 36 0.0 36 (0.6) 31 0.6
Effect of tax rate change - - - - (8,131) (169.6)
Other (27) 0.0 (18) 0.3 (335) (7.0)
------------ ------ ------------ ----------- ------------ --------
$ 45,833 41.3 % $ (2,361) 39.5 % $ (6,252) (130.4)%
============ ====== ============ =========== ============ ========
--------------------------------------------------------------------------------------------------------------------------------
6. SEGMENT REPORTING
As required by SFAS 131, the Company has determined it has only one principle
business and one reportable segment: non-volatile memory devices. FASL
derives all of its revenues from sales of only one product, Flash memory
devices, and is not organized by multiple operating segments for the purposes
of making operating decisions or assessing performance. Accordingly, the
Company operates in one reportable segment.
The Company derives revenues from its sales to AMD and Fujitsu. All
long-lived assets are located in Japan.
19
7. COMMITMENTS
At March 31, 2001, the Company had commitments of approximately $353 million
for the purchase and installation of equipment in FASL facilities.
The Company leases land from Fujitsu under an agreement that expires May 31,
2023. The lease fee is revised every three years based on the fair market
value of the land. In addition, certain manufacturing equipment is used under
operating lease contracts. For each of the next five years and beyond, lease
obligations are:
--------------------------------------------------------
(Thousands)
Years ending March 31: Leases
--------------------
2002 $ 6,255
2003 1,122
2004 379
2005 379
2006 379
2007 and thereafter 6,546
-------------
Total $ 15,060
=============
--------------------------------------------------------
Rent expense was $12,266,000, $12,897,000 and $5,402,000 in 2001, 2000 and
1999, respectively.
8. RETAINED EARNINGS
The amount of retained earnings available for dividends under the Commercial
Code in Japan is $173,527,000. This amount is based on the amount recorded in
the Company's books maintained in accordance with Japanese accounting
practices. The adjustments included in the accompanying financial statements
but not recorded in the books as explained in Note 2 have no effect on the
determination of retained earnings available for dividends under the
Commercial Code in Japan.
9. SUBSEQUENT EVENTS
During the quarter ended July 1, 2001, the Company received capital
contributions of approximately $250 million from AMD and Fujitsu by issuing
339,753 additional new shares at above par value. The purpose of the equity
infusion was to provide cash for planned capital expenditures related to FASL
JV3.
20
Report of Independent Auditors
The Board of Directors and Stockholders
Fujitsu AMD Semiconductor Limited
We have audited the accompanying balance sheets of Fujitsu AMD Semiconductor
Limited as of March 31, 2001 and 2000, and the related statements of operations,
stockholders' equity, and cash flows for each of the three years in the period
ended March 31, 2001. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
We have also reported separately on the financial statements of Fujitsu AMD
Semiconductor Limited for the same years prepared in accordance with accounting
principles generally accepted in Japan.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fujitsu AMD Semiconductor
Limited at March 31, 2001 and 2000, and the results of its operations and its
cash flows for each of the three years in the period ended March 31, 2001 in
conformity with accounting principles generally accepted in the United States of
America.
/s/ Ernst & Young
Tokyo, Japan
September 10, 2001
21
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.
September 26, 2001
By: /s/ Robert J. Rivet
-----------------------------------
Robert J. Rivet
Senior Vice President,
Chief Financial Officer
22