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FORM 10-K405
ADVANCED MICRO DEVICES INC - amd
Filed: March 03, 1998 (period: December 28, 1997)
Annual report. The Regulation S-K Item 405 box on the cover page is checked

Table of contents

  • Page 1
    FORM 10-K405 ADVANCED MICRO DEVICES INC - amd Filed: March 03, 1998 (period: December 28, 1997) Annual report. The Regulation S-K Item 405 box on the cover page is checked

  • Page 2
    ... DATA CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND PART III ITEM 10. ITEM 11. ITEM 12. ITEM 13. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT EXECUTIVE COMPENSATION SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...

  • Page 3
    ...(B) (1ST AMENDMENT TO THE AMD EXECUTIVE SAVINGS PLAN) EX-10.28(C) (2ND AMENDMENT TO THE AMD SAVINGS PLAN) EX-10.50(A-2) (SUPPLEMENTAL AGRMT TO THE SYNDICATED LOAN AGRMT) EX-10.50(F-2) (FIRST AMENDMENT TO SPONSORS SUPPORT AGREEMENT) EX-10.50(G-2) (FIRST AMENDMENT TO SPONSORS LOAN AGREEMENT) EX-10.50...

  • Page 4
    ... 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) ONE AMD PLACE, SUNNYVALE, CALIFORNIA (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 94-1692300...

  • Page 5
    ...trademarks of Advanced Micro Devices, Inc. Microsoft, MS-DOS, Windows, Windows 95 and Windows NT are either registered trademarks or trademarks of Microsoft Corporation. Pentium is a registered trademark and MMX is a trademark of Intel Corporation. Other terms used to identify companies and products...

  • Page 6
    ... and Exchange Commission reports and filings. GENERAL Advanced Micro Devices, Inc. was incorporated under the laws of the state of Delaware on May 1, 1969. The Company's mailing address and executive offices are located at One AMD Place, Sunnyvale, California 94086, and its telephone number is...

  • Page 7
    ...complex products to rapidly address evolving market opportunities. Achievement of this goal often precludes the use of standard logic ICs and ASICs. Standard logic ICs generally perform simple functions and are not customizable, limiting a manufacturer's ability to adequately customize an end system...

  • Page 8
    ... to execute a specific task. Key markets for embedded processors include telecommunications, networking, office automation, storage, automotive applications and industrial control. The microprocessor business is characterized by short product life cycles, intense price competition and rapid advances...

  • Page 9
    ...its Communications Group, its Memory Group, its Computation Products Group (CPG) and its programmable logic subsidiary, Vantis Corporation. COMMUNICATIONS GROUP Communications Group products ($707 million, or 30 percent, of the Company's 1997 net sales) include telecommunication products, networking...

  • Page 10
    ... manufacturers introduce competitive products and industry-wide production capacity increases. Almost all of the Company's Flash memory devices are produced in AizuWakamatsu, Japan through the Company's joint venture with Fujitsu Limited, Fujitsu AMD Semiconductor Limited (FASL). EPROMs. EPROMs...

  • Page 11
    ... success and increasing market share with the AMD-K6 microprocessor. Intel has long held a dominant position in the market for microprocessors used in PCs. Intel Corporation's dominant market position enables it to set and control x86 microprocessor standards and thus dictate the type of product...

  • Page 12
    ...processors, I/O, networking and communications products; and programmable logic technology used in the Vantis programmable logic products. The Company's goals are to increase density and improve product performance, to reduce the access time for non-volatile memory products and to increase the clock...

  • Page 13
    ... logic device development and production. MANUFACTURING FACILITIES The Company's current integrated circuit manufacturing facilities are described in the chart set forth below: FACILITY LOCATION Austin, TX Fab 25...Fab 15...Fab 14...Fab 10/1/...Aizu-Wakamatsu, Japan FASL/2/...FASL II...Sunnyvale...

  • Page 14
    ... in the chart set forth below: FACILITY LOCATION Penang, Malaysia...Bangkok, Thailand...Singapore... APPROX. ASSEMBLY & TEST SQUARE FOOTAGE ACTIVITY 377,000 77,000 62,500 Assembly & Test Assembly & Test Test In addition to the assembly and test facilities described above, AMD has a 50-year land...

  • Page 15
    ...AND SALES The Company's products are marketed and sold under the AMD trademark. AMD employs a direct sales force through its principal facilities in Sunnyvale, California, and field sales offices throughout the United States and abroad (primarily Europe and Asia Pacific). AMD also sells its products...

  • Page 16
    ...'s products that use certain Intel technologies. The Company is required to pay Intel minimum non-refundable royalties during the years 1997 through 2000. In addition, AMD has entered into numerous cross-licensing and technology exchange agreements with other companies under which it both transfers...

  • Page 17
    ...175,000 square feet located adjacent to One AMD Place (known as AMD Square) to be used by the product groups as engineering offices and laboratory facilities. In addition, the Company entered into lease agreements for approximately 83,950 square feet, also located adjacent to One AMD Place (known as...

  • Page 18
    ... infringement relating to the Company's and Altera Corporation's programmable logic devices. In a trial held in May of 1996, a jury found that at least five of the eight AMD patents-in-suit were licensed to Altera. As a result of the bench trial held on August 11 and 13, 1997, the Court held that...

  • Page 19
    ... MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Company's common stock (symbol AMD) is listed on the New York Stock Exchange. The following table sets forth the high and low sales prices of the Company's common stock for each quarter within the two most recent fiscal years...

  • Page 20
    STOCKHOLDERS...NET INCOME (LOSS) PER COMMON SHARE Basic Diluted...Shares used in per share calculation: Basic...Diluted...Long-term debt and capital lease obligations less current portion...Total assets... $ ...,752 $2,525,721 $90,066 $1,944,953 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 21
    ... Group net sales increased as substantial Flash memory device unit growth more than offset average selling price declines. EPROM product net sales decreased due to a decline in both the average selling price and unit shipments. In 1997, the Company's Flash memory devices saw increasing competition...

  • Page 22
    ... lower sales, underutilization of Fab 25, and increased purchases by the Company of Flash memory devices from its manufacturing joint venture with Fujitsu Limited, Fujitsu AMD Semiconductor Limited (FASL), at contract prices that were higher than the costs of similar products manufactured internally...

  • Page 23
    ..., as the Company continued to invest in property, plant and equipment primarily for Fab 25 and Dresden Fab 30. Capital expenditures in 1996 were offset by net proceeds from the sale of short-term investments of approximately $207 million. Investing activities in 19 Source: ADVANCED MICRO DEVIC, 10...

  • Page 24
    ...the Company's activities in Dresden, the FASL joint venture completed construction of the building for a second Flash memory device wafer fabrication facility, FASL II, in the third quarter of 1997 at a site contiguous to the existing FASL facility in Aizu-Wakamatsu, Japan. Equipment installation is...

  • Page 25
    ... construction and facilitization of Dresden Fab 30. The Company also plans to continue to make investments in FASL. The FASL joint venture completed construction of the building for a second Flash memory device wafer fabrication facility, FASL II, in the third quarter of 1997 at a site contiguous to...

  • Page 26
    ... to convert Fab 25 to 0.25 micron process technology, as well as for other ongoing capital investments. In March 1997, the Company's indirect wholly owned subsidiary, AMD Saxony, entered into a Loan Agreement (the Dresden Loan Agreement) with a consortium of banks led by Dresdner Bank AG. Under...

  • Page 27
    ... processors offering comparable performance. Thus, Intel Corporation's decisions on processor prices can impact and has impacted the average selling prices of the AMD-K6 microprocessors, and consequently can impact and has impacted the Company's margins. A failure to significantly improve production...

  • Page 28
    ... protocol compatible with "Socket 7" motherboards currently used with Intel Pentium and AMD-K6 processors. Thus, Intel is decreasing its support of the Socket 7 infrastructure as it transitions away from its Pentium processors. Because the AMD-K6 microprocessor is designed to be Socket 7 compatible...

  • Page 29
    ... by making significant capital investments in Fab 25 and in Dresden Fab 30. In addition, the building construction of FASL II, a second Flash memory device manufacturing facility, is complete and equipment installation is in progress. The Company is also building a new test and assembly facility in...

  • Page 30
    ... Manufacturing and Foundries. Nearly all product assembly and final testing of the Company's products are performed at the Company's manufacturing facilities in Penang, Malaysia; Bangkok, Thailand; and Singapore; or by subcontractors in Asia. AMD has a 50-year land lease in Suzhou, China, to be used...

  • Page 31
    ... allow electrical circuit designs to be implemented using Vantis' complex programmable logic devices. Currently, Vantis has contracted with MINC, Inc. (MINC), a vendor of complex programmable logic device software development tools, to develop and maintain software fitters for Vantis' products. If...

  • Page 32
    ...of competition with Intel in the microprocessor industry, competitive pricing pressures, anticipated decreases in unit average selling prices of the Company's products, production capacity levels and fluctuations in manufacturing yields, availability and cost of products from the Company's suppliers...

  • Page 33
    ... distributors could materially adversely affect the Company if there is an unexpected significant decline in the price of the Company's products. Key Personnel. The Company's future success depends upon the continued service of numerous key engineering, manufacturing, sales and executive personnel...

  • Page 34
    ... impact on the operations of the Company. The Company will use both internal and external resources to reprogram or replace and test the software for Year 2000 modifications. The Company has a plan to formally communicate with all of its significant suppliers and/or subcontractors to determine the...

  • Page 35
    ... date on which the Company believes it will complete the Year 2000 modifications are based on management's best estimates, which were derived utilizing numerous assumptions of future events, including the continued availability of certain resources, third-party modification plans and other factors...

  • Page 36
    ... to AMD Saxony. The objective of these contracts is to minimize the impact of foreign currency exchange rate movements on the Company's operating results and on the cost of capital asset acquisitions. The Company's accounting policy for these instruments is based on the Company's designation of...

  • Page 37
    ... Notional Amount...$75,000 $75,000 $150,000 Average Contract Rate...1.45 1.45 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company's consolidated financial statements required by this item are set forth on pages F-2 through F-27. 33 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 38
    ... and equity in joint venture...Provision (benefit) for income taxes...Income (loss) before equity in joint venture...Equity in net income of joint venture...NET INCOME (LOSS) APPLICABLE TO COMMON STOCKHOLDERS...NET INCOME (LOSS) PER COMMON SHARE Basic...Diluted...Shares used in per share calculation...

  • Page 39
    ... and Secretary of the Company from 1986 to 1989. S. Atiq Raza--Mr. Raza, 49, is Executive Vice President, Chief Technical Officer and Member of the Office of the CEO of Advanced Micro Devices, Inc. Mr. Raza became Senior Vice President and Chief Technical Officer of AMD following the acquisition of...

  • Page 40
    ... GmbH, a German consulting firm, since 1990. Beginning in 1953, Dr. Baur held a variety of positions of increasing responsibility with Siemens AG, retiring in 1982 as Executive Vice President and a Managing Director. He also represented Siemens AG on the Board of Directors of Advanced Micro Devices...

  • Page 41
    ... President of International Sales & Marketing for AMD Sunnyvale and Group Vice President of Applications Solutions Products. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Under Section 16(a) of the Securities and Exchange Act of 1934, as amended, the Company's directors, executive officers...

  • Page 42
    ...the event of the director's death, his beneficiary would receive the value of his account plus, in certain cases, a supplemental death benefit of up to ten times the average annual amount of his deferred fees. During 1997, Dr. Brown deferred fees in the amount of $20,000 pursuant to this program. In...

  • Page 43
    ... Company's Chief Executive Officer and to the four other most highly paid executive officers whose aggregate salary and bonus compensation exceeded $100,000. SUMMARY COMPENSATION TABLE (1995-1997) (A) NAME AND PRINCIPAL POSITION ANNUAL COMPENSATION B) (C) (D) (E) OTHER ANNUAL YEAR SALARY BONUS...

  • Page 44
    ... paid by the Company for individual life insurance policies as set out in footnote 3 to the Summary Compensation Table in the Company's Proxy Statement dated March 20, 1997. (4) No bonus was earned for 1997 or 1996. In 1997, pursuant to the terms of Mr. Sanders' employment agreement, $607,446 was...

  • Page 45
    ... closing sales price of AMD common stock on October 11, 1996 ($16.13), the date of the award, and is net of consideration paid for the stock. The 1996 award vests if certain stock price targets and employment related conditions are met. The stock price targets for the 1996 award were met in 1997. 13...

  • Page 46
    ... in Control of the Company or in accordance with an optionee's management continuity agreement. See the discussion under "Chairman's Employment Agreement" and "Change in Control Arrangements." No stock appreciation rights (SARs) were granted to the executive officers listed in the table during 1997...

  • Page 47
    ... him to relocate or transfer his principal place of residence, or not electing or retaining him as Chairman and Chief Executive Officer of the Company), the Company is obligated to pay Mr. Sanders his annual base salary through the later to occur of December 31, 2002 or one year from the date of...

  • Page 48
    ... such benefits. In the event that Mr. Sanders terminates his employment following a change in control, Mr. Sanders will receive the greater of the salary payable for the remaining term of the Agreement or three times base salary, bonus payments equal to the average of the two highest annual bonuses...

  • Page 49
    ... in Control the executive officer's employment is terminated by the Company or the executive officer is constructively discharged, the executive officer will receive: (1) a severance benefit equal to three times the sum of his rate of base compensation plus the average of his two highest bonuses in...

  • Page 50
    ...is the Chief Executive Officer, President and a director of Donaldson, Lufkin & Jenrette, Inc. (DLJ). Over the past twenty years, Donaldson, Lufkin & Jenrette Securities Corporation, a wholly owned subsidiary of DLJ, has provided investment banking services to the Company. In 1997, Donaldson, Lufkin...

  • Page 51
    ...institutional accounts over which various operating subsidiaries of The Capital Group Companies, Inc., including Capital Research and Management Co., exercise investment discretion. The principal business office of Capital Research and Management Co. is 333 South Hope Street, Los Angeles, California...

  • Page 52
    .... (15) Includes 3,596,733 shares subject to options that are exercisable on February 25, 1998, or become exercisable within sixty (60) days thereafter. 47 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 53
    ...Company's Quarterly Report for the period ended October 1, 1995, and as Exhibit 2.2 to the Company'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 Advanced Micro Devices...

  • Page 54
    ... Exhibit 10.1 to the Company'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 Company's Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is...

  • Page 55
    EXHIBIT NUMBER ------*10.5 *10.6 *10.7 *10.8 *10.9 *10.10 DESCRIPTION OF EXHIBITS 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. Forms of Stock ...

  • Page 56
    ... NUMBER ------*10.21 DESCRIPTION OF EXHIBITS Form of Indemnification Agreements with former officers of Monolithic Memories, Inc., filed as Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended December 27, 1987, is hereby incorporated by reference. Form of Management...

  • Page 57
    ... the Company's Quarterly Report on Form 10-Q for the period ended September 28, 1997, is hereby incorporated by reference. 10.24(e) Fourth Amendment to Credit Agreement, dated as of January 26, 1998, among Advanced Micro Devices, Inc., Bank of America NT & SA, as administrative agent and lender, ABN...

  • Page 58
    .... and AMD International Sales & Service, Ltd. (amending the Building Lease filed as Exhibit 10.29(c) to the Company's Annual Report on Form 10-K for the fiscal year ended December 24, 1994), filed as Exhibit 10.25(h) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31...

  • Page 59
    ...22, 1992, by and between AMD International Sales & Service, Ltd. and CIBC Inc.), filed as Exhibit 99.5 to the Company's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated by reference. *10.28(a) Advanced Micro Devices Executive Savings Plan (Amendment and Restatement, effective...

  • Page 60
    ... Transfer and Licensing Agreement, dated as of February 23, 1997, between the Company and International Business Machine Corporation, filed as Exhibit 10.48(a) to the Company's Quarterly Report on Form 10-Q for the period ended March 30, 1997, is hereby incorporated by reference. Design and Build...

  • Page 61
    EXHIBIT NUMBER ------- DESCRIPTION OF EXHIBITS **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 Luxemborg S.A., filed as Exhibit 10.50(a) to the Company's Quarterly Report on ...

  • Page 62
    ..., 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 the Company's Quarterly Report on Form 10-Q for the period ended March 30, 1997, is hereby incorporated by reference. License Agreement...

  • Page 63
    ... and Accounting Officer) /s/ Richard Previte* Director, President and _____ Chief Richard Previte Operating Officer /s/ S. Atiq Raza* Director, Executive Vice _____ President and Chief S. Atiq Raza Technical Officer /s/ Joe L. Roby* Director _____ Joe L. Roby /s/ Leonard Silverman* Director _____...

  • Page 64
    ... MICRO DEVICES, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE COVERED BY THE REPORT OF INDEPENDENT AUDITORS PAGE ---Report of Ernst & Young LLP, Independent Auditors...Consolidated Statements of Operations for the three years in the period ended December 28, 1997...

  • Page 65
    ...consolidated financial position of Advanced Micro Devices, Inc. at December 28, 1997 and December 29, 1996, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 28, 1997, in conformity with generally accepted accounting principles...

  • Page 66
    ADVANCED MICRO DEVICES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS THREE YEARS ENDED DECEMBER 28, 1997 1997 1996 1995 THOUSANDS EXCEPT PER SHARE AMOUNTS) NET SALES...Expenses: Cost of sales...Research and development...Marketing, general and administrative...$ 2,356,375 1,578,438 467,877 $ 1,953,...

  • Page 67
    ... Property, plant and equipment, net...1,990,689 Investment in joint venture...204,031 Other assets...145,284 3,515,271 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable to banks...$ 6,601 Accounts payable...Accrued compensation and benefits...Accrued liabilities...Income tax...

  • Page 68
    F-4 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 69
    ... Corporation...Income tax benefits realized from employee stock option exercises...Preferred stock dividends...Redemption of stockholder rights...Net income...Net change in unrealized gain on investments...DECEMBER 31, 1995...Issuance of shares: Employee stock plans...Fujitsu Limited...Compensation...

  • Page 70
    ... 28, 1997... -------142,123 ======= ------$1,428 ====== ----------$1,018,884 ========== ----------$1,066,131 ========== -------$ 2,007 ======= (30,138) -------$(58,907) ======== (30,138) ---------$2,029,543 ========== See accompanying notes F-5 Source: ADVANCED MICRO DEVIC, 10...

  • Page 71
    ADVANCED MICRO DEVICES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS THREE YEARS ENDED DECEMBER 28, 1997 1997 1996 THOUSANDS) Cash flows from operating activities: Net income (loss)...Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and ...

  • Page 72
    ...manufacturing facilities in the U.S. and Asia and sales offices throughout the world. The Company's products include a wide variety of industry-standard integrated circuits (ICs) which are used in many diverse product applications such as telecommunications equipment, data and network communications...

  • Page 73
    ...obligations of the United States Treasury. Foreign Exchange Forward Contracts. From time to time, foreign exchange forward contracts are used to hedge the Company's net monetary asset positions in its foreign subsidiaries and the Company's liabilities for products purchased from FASL. Realized gains...

  • Page 74
    ... share because the options' exercise price was greater than the average market price of the common shares and, therefore, the effect would be antidilutive. Employee Stock Plans. The Company accounts for its stock option plans and its employee stock purchase plan in accordance with provisions of the...

  • Page 75
    ... for Stock-Based Compensation." SFAS 123 provides an alternative to APB 25 and is effective for fiscal years beginning after December 15, 1995. As allowed under SFAS 123, the Company continues to account for its employee stock plans in accordance with the provisions of APB 25. See Note 12. Use of...

  • Page 76
    ... 2,017 -------$ 21,765 ======== -688 -----$ 703 ====== $4,467 2 -----$4,469 ====== 7 8 The net gain realized on the sale of available-for-sale securities was $5 million, $41 million and $3 million for 1997, 1996 and 1995, respectively. F-11 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 77
    ...48,500 Foreign Exchange Forward Contracts The Company enters into foreign exchange forward contracts to buy and sell currencies as economic hedges of its net monetary asset positions in its foreign subsidiaries and liabilities for products purchased from FASL. The hedging transactions in 1997 were...

  • Page 78
    ...failure will have a material adverse effect on the Company. Products. AMD-K6 microprocessor and Flash memory devices each contributed a significant portion of the Company's revenues in 1997. The Company's ability to increase product revenues, and benefit fully from F-13 Source: ADVANCED MICRO DEVIC...

  • Page 79
    ... by making significant capital investments in Fab 25 and in Dresden Fab 30. In addition, the building construction of FASL II, a second Flash memory device manufacturing facility, is complete and equipment installation is in progress. The Company is also building a new test and assembly facility in...

  • Page 80
    ... markets and sells its products to a broad base of customers comprised of distributors and OEMs of computation and communication equipment. One of the Company's distributors, Arrow Electronics, Inc., accounted for approximately 12 percent, 13 percent and 12 percent of 1997, 1996 and 1995 net sales...

  • Page 81
    ADVANCED MICRO DEVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Tax benefits resulting from the exercise of nonqualified stock options and the disqualifying disposition of shares acquired under the Company's incentive stock option and stock purchase plans reduced taxes currently...

  • Page 82
    ... income taxes and the total provision (benefit) for income taxes: 1997 1996 TAX RATE TAX RATE THOUSANDS EXCEPT PERCENT) Statutory federal income tax provision (benefit)...State taxes net of federal benefit...Tax exempt Foreign Sales Corporation income...Foreign income and other than U.S. rates...

  • Page 83
    ADVANCED MICRO DEVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) Information with respect to the Company's long-term debt and capital lease obligations at year-end is: 1997 1996 THOUSANDS) 11% Senior Secured Notes with interest payable semiannually and principal on August 1, ...

  • Page 84
    ...all years presented. Also included in other income, net for all years presented is the net loss on the sale of assets. 11. FOREIGN AND DOMESTIC OPERATIONS AMD manufactures and markets standard lines of products. The Company's products include a wide variety of industry-standard ICs which are used in...

  • Page 85
    ...Operating income (loss) is total sales less operating expenses. Identifiable assets are those assets used in each geographic area. Export sales are United States foreign direct sales to unaffiliated customers primarily in Europe and Asia Pacific. F-20 Source: ADVANCED MICRO DEVIC, 10-K405, March 03...

  • Page 86
    ... in the plans. On July 10, 1996, the Compensation Committee of the Board of Directors of AMD approved a stock option repricing program pursuant to which employees of the Company (excluding officers) could elect to cancel certain unexercised stock options in exchange for new stock options with...

  • Page 87
    ... fair value of the Company's stock-based awards to employees was estimated assuming no expected dividends and the following weighted-average assumptions: OPTIONS 1997 1996 1995 ESPP 1997 1996 1995 Expected life (years)...3.35 3.16 2.43 0.25 0.25 0.25 Expected stock price volatility...54.69...

  • Page 88
    ...-average exercise price and weighted-average fair value of these awards were $8.09 and $23.82, respectively. The weighted-average fair value of stock purchase rights during 1997 was $8.42 per share. 13. OTHER EMPLOYEE BENEFIT PLANS Profit Sharing Program. The Company has a profit sharing program...

  • Page 89
    ...-year, comprehensive crosslicense agreement with Intel. The cross-license is royalty-bearing for the Company's products that use certain Intel technologies. The Company is required to pay Intel minimum non-refundable royalties during the years 1998 through 2000. F-24 Source: ADVANCED MICRO DEVIC...

  • Page 90
    ... venture, Fujitsu AMD Semiconductor Limited (FASL), for the development and manufacture of nonvolatile memory devices. Through FASL, the two companies have constructed and are operating an advanced integrated circuit manufacturing facility in AizuWakamatsu, Japan, to produce Flash memory devices...

  • Page 91
    ... to the Company's and Altera Corporation's programmable logic devices. In a trial held in May of 1996, a jury found that at least five of the eight AMD patents-insuit were licensed to Altera. As a result of the bench trial held on August 11 and 13, 1997, the Court held that Altera is licensed to the...

  • Page 92
    ADVANCED MICRO DEVICES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) The three sites in Santa Clara County are on the National Priorities List (Superfund). If the Company fails to satisfy federal compliance requirements or inadequately performs the compliance measures, the government...

  • Page 93
    ...doubtful accounts: Years ended: December 31, 1995...December 29, 1996...December 28, 1997... BALANCE END OF PERIOD ------- $10,469 15,618 9,809 $7,784 2,000 1,500 $(2,635) (7,809) (88) $15,618 9,809 11,221 - -------(1) Accounts (written off) recovered, net. S-1 Source: ADVANCED MICRO DEVIC, 10...

  • Page 94
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 95
    ...among Advanced Micro Devices, Inc., a Delaware corporation (the "Company"), the "Banks" party to the Credit Agreement ------(collectively, the "Banks"), ABN ...Bank of America National Trust and Savings Association, as Administrative Agent for the Banks (the "Agent"). ----WHEREAS, the Company, the ...

  • Page 96
    ... of its own investigations and for its own reasons without reliance upon any agreement, representation, understanding or communication by or on behalf of the Agent, the Syndication Agent, the Documentation Agent, any Bank or any other Person. Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 97
    ... ARISING UNDER FEDERAL LAW. (j) Entire Agreement. This Amendment embodies the entire agreement and understanding among the Company, the Banks, the Syndication Agent, the Documentation Agent and the Agent, and supersedes all prior or contemporaneous Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 98
    ... Syndication Agent, the Documentation Agent or the Agent merely because of the Agent's or such other Person's involvement in the preparation of such documents and agreements. [SIGNATURE PAGES FOLLOW.] Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 99
    ... above written. THE COMPANY ----------ADVANCED MICRO DEVICES, INC. By: /s/ Marvin D. Burkett Marvin D. Burkett Title: Senior Vice President, Chief Financial and Administrative Officer and Treasurer THE AGENT --------- BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent...

  • Page 100
    ... Thomas R. Wagner Title: Group Vice President By: /s/ Bruce W. Swords Bruce W. Swords Title: Vice President CANADIAN IMPERIAL BANK OF COMMERCE, as a Bank By: /s/ Timothy Doyle Timothy Doyle Title: Managing Director CIBC Oppenheimer Corp. AS AGENT Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 101
    ... Takuo Yoshida Title: General Manager & Agent FLEET NATIONAL BANK By: /s/ illegible signature Title: Senior Relationship Manager, VP THE INDUSTRIAL BANK OF JAPAN, LIMITED By: /s/ Haruhiko Masuda Haruhiko Masuda Title: Deputy General Manager Source: ADVANCED MICRO DEVIC, 10-K405, March 03...

  • Page 102
    ...A. Cole Michael A. Cole Title: Manager THE SAKURA BANK LIMITED, SAN FRANCISCO AGENCY By: /s/ Takao Nakajima Takao Nakajima Title: Assistant General Manager THE SUMITOMO TRUST AND BANKING COMPANY, LIMITED By: /s/ illegible signature Title: Source: ADVANCED MICRO DEVIC, 10-K405, March 03...

  • Page 103
    UNION BANK OF CALIFORNIA, N.A. By: /s/ Wade Schlueter Wade Schlueter Title: Vice President Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 104
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 105
    ... "Amendment"), is entered --------into as of February 26, 1998, among Advanced Micro Devices, Inc., a Delaware corporation (the "Company"), the "Banks" party to the Credit Agreement ------(collectively, the "Banks"), ABN AMRO Bank N.V., as Syndication Agent for the ----Banks (the "Syndication Agent...

  • Page 106
    ...% of the Net Issuance ---Proceeds (net of Taxes payable in respect thereof) of any sale of capital stock of the Vantis Subsidiary by or for the account of the Company occurring on or after the first day of the Company's second fiscal quarter of 1998." 2 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 107
    ... to 1.00 at fiscal year-end 1998 and at the end of the first fiscal quarter of 1999, and (e) 2.50 to 1.00 at the end of the second fiscal quarter of 1999 and thereafter." follows: (vi) A new Section 7.19 is hereby added to the Credit Agreement as "7.19 Profitability. The Company shall not suffer or...

  • Page 108
    ...at May 24, 1998, certified by a Responsible officer as being complete and accurate in all material respects and fairly presenting, in accordance with GAAP (subject to ordinary, good-faith year-end audit adjustments), the financial position of the Company and its Subsidiaries as of such date, subject...

  • Page 109
    ... buy one and the same instrument. The parties hereto agree that the Agent and the Company may accept and rely on facsimile transmissions of executed signature ...in the preparation of such documents and agreements. 5 (k) (j) (i) (h) (g) (f) (e) Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 110
    [Signature pages to follow.] 6 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 111
    ...COMPANY ----------ADVANCED MICRO DEVICES, INC. By: /s/ Marvin D. Burkett _____ Marvin D. Burkett _____ Title: THE AGENT --------BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent By: /s/ illegible signature _____ Vice President _____ Title: THE SYNDICATION AGENT ABN...

  • Page 112
    ...BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Bank By: /s/ Kevin McMahon _____ Kevin McMahon Managing Director _____ Title: ABN AMRO BANK N.V., as a Bank By: ABN AMRO NORTH AMERICA, INC., its agent By: /s/ Thomas R. Wagner _____ Thomas R. Wagner Group Vice President _____ Title...

  • Page 113
    ... Takuo Yoshida General Manager & Agent _____ Title: FLEET NATIONAL BANK By: /s/ illegible signature _____ Vice President _____ Title: THE INDUSTRIAL BANK OF JAPAN, LIMITED By: /s/ Haruhiko Masuda _____ Haruhiko Masuda Deputy General Manager _____ Title: 9 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 114
    ...: THE SAKURA BANK LIMITED, SAN FRANCISCO AGENCY By: /s/ illegible signature _____ Senior Vice President _____ Title: THE SUMITOMO TRUST AND BANKING COMPANY, LIMITED By: /s/ Ninoos Y. Benjamin _____ Ninoos Y. Benjamin Vice President & Manager _____ Title: 10 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 115
    UNION BANK OF CALIFORNIA, N.A. By: /s/ Wade Schlueter _____ Wade Schlueter Vice President _____ Title: 11 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 116
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 117
    .... Subject to satisfaction of the conditions set forth --------herein, the Guaranty shall be amended as follows: (a) The definition of "Bank of America Credit Agreement" shall be deleted and replaced with the following definition: -12. 1. Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 118
    ... Agreement shall first have become effective in accordance with the terms set forth at Section 4 therein. "German Subsidiary" means, together, AMD Saxony Manufacturing GmbH, a German corporation, and any company formed under the laws of a jurisdiction other than one of the United States of America...

  • Page 119
    ...benefit of Lessor, whether or not the Banks fund the Loans thereunder, the debt and obligations thereunder remain outstanding or such agreement...used in the Guaranty, to the extent that any definitions incorporated by reference from the Existing Bank of America Credit -3- Source: ADVANCED MICRO DEVIC...

  • Page 120
    ..., including, without limitation, those set forth at Sections 2.5, 2.6 and 2.7. Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date on which all of the following conditions precedent have been satisfied: -45. 4. 3. Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 121
    ... from Guarantor, Lessee and The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency (the "Lender"), a -----duly executed original (or, if elected by Lessor, an executed facsimile copy) of this Amendment. (b) Lessor shall have received a duly executed original (or, if elected by Lessor, an...

  • Page 122
    ... and duly execute and deliver any and all such further instruments and documents and take such further action as the Lessor shall reasonably request in order to effectuate the transactions contemplated hereby. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK] -6- Source: ADVANCED MICRO DEVIC, 10...

  • Page 123
    ... Doyle Timothy Doyle Title: Managing Director CIBC Oppenheimer Corp. AS AGENT ADVANCED MICRO DEVICES, INC. By: /s/ Marvin D. Burkett Marvin D. Burkett Title: Senior Vice President, Chief Financial and Administrative Officer and Treasurer AMD INTERNATIONAL SALES & SERVICE, LTD. By: /s/ Marvin...

  • Page 124
    ... 11, 1997 between AMD Inc. and AMD Holding. Amended and Restated Management Services Agreement dated as of March 11, 1997 among AMD Inc., AMD Holding and AMD Saxonia. License Agreement dated as of March 11, 1997 among AMD Inc., AMD Holding and AMD Saxonia. 1 Source: ADVANCED MICRO DEVIC, 10...

  • Page 125
    ... AMD Saxony Manufacturing GmbH, Dresden) (Share Pledge Agreement (Shares of AMD Saxonia)) dated June 12, 1997 between AMD Holding and the Security Agent. AMD Holding Sicherungsubereignung Umlaufvermogen (AMD Holding Assignment of Current Assets) dated September 25, 1997 between AMD Holding...

  • Page 126
    ... Amendment to Sponsors' Loan Agreement dated February 6, 1998 among AMD Inc., AMD Holding and AMD Saxonia. First Amendment to AMD Saxonia Wafer Purchase Agreement dated as of February 6, 1998 between AMD Saxonia and AMD Holding. 3 - - - - - - - - - Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 127
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 128
    ... by and among --------Advanced Micro Devices, Inc., a Delaware corporation ("Guarantor"), CIBC Inc., a --------Delaware corporation ("Lessor"), and, solely for the purpose of making certain -----representations and warranties in Section 5 below, AMD International Sales & Service, Ltd., a Delaware...

  • Page 129
    ... "Existing Bank of America Credit Agreement" shall be deleted and replaced with the following definition: "Existing Bank of America Credit Agreement" means that certain Credit Agreement dated as of July 19, 1996, among Guarantor, Bank of America National Trust and Savings Association, ABN Amro Bank...

  • Page 130
    ...conflict with the existing definitions in the Guaranty, such incorporated definitions shall with respect to the Sections of the Existing Bank of America Credit Agreement which are incorporated by reference and listed in the first paragraph of this -3- Source: ADVANCED MICRO DEVIC, 10-K405, March 03...

  • Page 131
    ... Existing Bank of America Credit Agreement) as at May 24, 1998, certified by the chief financial officer or the treasurer of Guarantor as being complete and accurate in all material respects and fairly presenting, in accordance with GAAP (subject to ordinary, good faith, year-end audit adjustments...

  • Page 132
    ... and The Long-Term Credit Bank of Japan, Ltd., Los Angeles Agency (the "Lender"), a duly executed -----original (or, if elected by Lessor, an executed facsimile copy) of this Amendment. (b) ...of the Guaranty. The Guaranty, as amended by this -5- Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 133
    ... in connection with this Amendment. (c) This Amendment shall be governed by and construed in accordance with the law of the State of California. (d) This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall...

  • Page 134
    ... hereto have executed and delivered this Amendment as of the date first written above. CIBC INC. By: /s Title ADVANCED MICRO DEVICES, INC. By: /s/ Thomas M. McCoy Title AMD INTERNATIONAL SALES & SERVICE, LTD. By: /s/ Thomas M. McCoy Title Reference is made to the Loan Agreement, dated as...

  • Page 135
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 136
    EXHIBIT 10.28(b) FIRST AMENDMENT TO THE ADVANCED MICRO DEVICES EXECUTIVE SAVINGS PLAN As Amended and Restated Effective as of August 1, 1993 The Plan is hereby amended to permit more frequent elections to defer compensation and to make certain additional changes: 1. Elections to Defer ...

  • Page 137
    ... Amendment to the Executive Savings Plan, as amended and restated as of August 1, 1993 to be executed by its duly authorized officers on this _____ day of _____, 19__. ADVANCED MICRO DEVICES, INC. By /s/ Stanley Winvick Stanley Winvick Senior Vice President, Human Resources /s/ Marvin D. Burkett...

  • Page 138
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 139
    ...Amendment to the Executive Savings Plan, as amended and restated as of August 1, 1993, to be executed by its duly authorized officers on this _____ day of _____, 19__. ADVANCED MICRO DEVICES, INC. By /s/ Stanley Winvick Stanley Winvick Senior Vice President, Human Resources By /s/ Marvin D. Burkett...

  • Page 140
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 141
    ...of Advanced Micro Devices, Inc., a Delaware Corporation ("the Company"), and that, as such, he is authorized to execute this Certificate on behalf of the Company, and further certifies that the attached is a fair and accurate translation of the Supplemental Agreement to the Syndicated Loan Agreement...

  • Page 142
    ...ONLY. NOT A TRANSLATION. SUPPLEMENTAL AGREEMENT 6 FEBRUARY 1998 between AMD SAXONY MANUFACTURING GMBH and DRESDNER BANK AG and THE OTHER BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN AND DRESDNER BANK LUXEMBOURG S.A. _____ TO THE SYNDICATED LOAN AGREEMENT DATED 11. MARCH 1997 _____ Doser Amereller...

  • Page 143
    ... Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 1 2 3 4 5 6 7 8 9 10 11 12 13 Supplemental Agreement to Sponsors' Support Agreement Supplemental Agreement to AMD Saxonia Wafer Purchase Agreement Project Budget Management Plan Supplemental Agreement to Sponsors' Loan...

  • Page 144
    SUPPLEMENTAL AGREEMENT TO -SYNDICATED LOAN AGREEMENT OF 11 MARCH 1997 between 1. AMD SAXONY MANUFACTURING GMBH, Dresden, registered in the Commercial Register of the Dresden County Court HRB 13186, - hereinafter referred to as "AMD Saxonia" - 2. DRESDNER BANK AG in Dresden, - hereinafter also ...

  • Page 145
    ...which the original Management Plan was based, the projected total investment costs of DM 2,430,000,000 on which the terms of the Loan Agreement were based have increased by DM 687,000,000 to a total amount of DM 3,117,000,000. 3. On 26 September 1997, AMD Inc. made available to AMD Saxonia an amount...

  • Page 146
    ... in the definition of "Cost Overrun", "initial" shall be deleted. 2.7 In (S) 4.1.1, the following changes shall be made: (i) the first sentence will be replaced as follows: "4.1.1 Advances shall be made up to the cumulative limit in each Project Phase set out in the Drawdown Schedule in accordance...

  • Page 147
    ... be replaced by the following: "(xii) copies, certified by a lawyer as true copies, of Material Equipment Supply Contracts and Material Service Contracts (to the extent executed as at the date of the initial Drawdown Notice), including relevant Consents and Agreements in the form set out in Schedule...

  • Page 148
    ... be replaced by the following: "6.9 All payments to be made by AMD Saxonia to the Banks pursuant to the terms of this Loan Agreement shall at all times be made to the Paying Agent's account no. 0809580200 with Dresdner Bank in Frankfurt or such other account as may be specified by the Paying Agent...

  • Page 149
    ... shall be replaced by the following: "16.2.6 (i) AMD Saxonia will furnish to the Agent: within ten (10) Banking Days after the end of each calendar month a status report relating to the progress of construction in the form set out in Schedule 8; and ---------- (ii) a Statement as to the Use and...

  • Page 150
    ... Planning Accepted), the number "300,000" shall be deleted and shall be replaced by "250,000" and "0.25 microns migrating to" shall be deleted in para. 6 (Project Phase: Technical Completion) third paragraph, "75,000" shall be deleted and shall be replaced by 62,500" Source: ADVANCED MICRO DEVIC...

  • Page 151
    ... mbH" shall be replaced by "Hanscomb GmbH" and vice versa. 2.33 In Schedule 17, para 2, under the heading "Financial Covenants" the following changes shall be made: (i) (S) 2.1 shall be deleted and replaced by the following: "2.1 MINIMUM TANGIBLE NET WORTH Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 152
    ... of the US$ amounts set out below which will apply in each Fiscal Year, as determined at the beginning of such Fiscal Year shall be based on the average of the spot exchange rate over the preceding two Fiscal Quarters, as shown on Reuters Screen page FXGF. FISCAL YEAR ENDING 29 28 26 31 December...

  • Page 153
    ... Sponsors' Support Agreement; 3.1.7 written confirmation of acceptance from AMD Inc. and AMD Saxonia relating to the Amendment Decision of the Guarantors dated 12 December 1997; 3.1.8 Supplemental Agreement to the AMD Saxonia Hedging Agreement dated 11 March 1997; Source: ADVANCED MICRO DEVIC, 10...

  • Page 154
    ... and Schedule 22 of the Loan Agreement; and ----------3.1.16 confirmation in writing from the Technical Advisor that the Technical Advisor has received updated Plans and Specifications, the contents of which are satisfactory to the Technical Advisor. (S) 4 REPRESENTATIONS AND WARRANTIES 4.1 AMD...

  • Page 155
    ... shall be deemed to be Operative Documents within the meaning of the Loan Agreement. Frankfurt am Main _____ 1998 AMD SAXONY MANUFACTURING GMBH _____ Managing Directors (Geschaftsfuhrer) DRESDNER BANK AG (as Security Agent and Bank) _____ Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 156
    ... _____ _____ DG BANK DEUTSCHE GENOSSENSCHAFTSBANK _____ _____ L-BANK, LANDESKREDITBANK BADEN-WURTTEMBERG _____ SACHSEN LB LANDESBANK SACHSEN GIROZENTRALE _____ _____ BAYERISCHE LANDESBANK GIROZENTRALE _____ HYPOBANK INTERNATIONAL S.A. _____ Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 157
    ... AKTIENGESELLSCHAFT, Dresden Branch _____ _____ DSL BANK DEUTSCHE SIEDLUNGS-UND LANDESRENTENBANK _____ _____ HAMBURGISCHE LANDESBANK -GIROZENTRALE _____ _____ IKB DEUTSCHE INDUSTRIEBANK AG _____ _____ LANDESBANK RHEINLAND-PFALZ -GIROZENTRALE _____ _____ Source: ADVANCED MICRO DEVIC, 10...

  • Page 158
    ...UND LANDESSPARKASSE _____ ABN AMRO BANK (DEUTSCHLAND) AG, Frankfurt _____ CREDITANSTALT AG (previously CREDITANSTALT-BANKVEREIN) _____ _____ THE SUMITOMO BANK, LIMITED, Dusseldorf Branch _____ _____ DRESDNER BANK LUXEMBOURG S.A. (as Agent and Paying Agent) _____ Source: ADVANCED MICRO DEVIC, 10...

  • Page 159
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 160
    ... --------ADVANCED MICRO DEVICES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, with its chief executive office and principal place of business at One AMD Place, Sunnyvale, California 94088, United States of America ("AMD Inc."), AMD...

  • Page 161
    ...for the benefit of the Secured Parties as provided in this Amendment and to amend and supplement the Sponsors' Support Agreement on ... Loan Agreement;" (iii) In Section 1.1, the following changes shall be made: (a) the following definitions shall be replaced as follows: Source: ADVANCED MICRO DEVIC,...

  • Page 162
    ... basis." (5) ""Guaranty Decision" means the decision dated 2 July 1996 set out in Schedule 24 to the Loan Agreement concerning the guaranty ----------application made by AMD Saxonia, including the following documents as referred to therein: Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 163
    ...Guarantors of 12 December 1997 and a letter of confirmation from C&L Deutsche Revision AG dated 5 January 1998." (6) ""Management Plan" means the project concept attached as Schedule 14 to the Loan Agreement, as the same may from time to time be -further amended or modified by AMD Saxonia (with the...

  • Page 164
    ...of its or its affiliates' directors, officers and/or employees or (ii) purchases of AMD Inc. stock by Fujitsu Limited in connection with the Fujitsu AMD Semiconductor Limited joint venture between AMD Inc. and Fujitsu Limited)." (iv) In Section 2.1: (a) para (i) shall be replaced as follows: "(i) to...

  • Page 165
    ... taken into account in determining whether AMD Holding has complied with its obligations under Article II) by AMD Holding to AMD Saxonia's capital reserves made to AMD Saxonia prior to the Loan Agreement Effective Date shall be taken into account, to the Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 166
    ... Class A Sponsors' Loans, Class B Sponsors' Loans or Class C Sponsors' Loans by the additional Sponsors' Loans in an amount of $34,000,000 made by AMD Inc. to AMD Saxonia on 26 September 1997 and referred to in Section ------3.5 below; --- (b) (c) (d) Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 167
    ... Deutsche Marks shall be deemed converted to Dollars at the Agent's spot rate of exchange for the purchase of Dollars with Deutsche Marks prevailing on the date two (2) Business Days prior to the date such Class C Sponsors' Loans were made; (b) if AMD Inc. and AMD Saxonia agree, any Class C Sponsors...

  • Page 168
    ... of, and forthwith following, a Stock Offering undertaken by it in such Fiscal Year; or (b) AMD Inc. makes the Class C Sponsors' Loans in full, having achieved Consolidated Net Income of not less than $140,000,000 to the end of AMD Inc.'s most recently ended Fiscal Quarter for which financial...

  • Page 169
    ... Investments acquired with the proceeds of the Operating Account)." (viii) Sections 4.3 (Time of Payment), 4.4 (Post Completion Adjustment), 4.5 (Determination of Cost Overruns) and 4.6 (Projected Total Cost) shall be replaced as follows: "SECTION 4.3 Time of Payment. Source: ADVANCED MICRO DEVIC...

  • Page 170
    ... the minimum Equity Capital referred to in Article II; ---------or (ii) a Sponsor has made Sponsors' Loans to AMD Saxonia (other than Class A Sponsors' Loans, Class B Sponsors' Loans or Class C Sponsors' Loans), in either case to enable AMD Saxonia to have sufficient funds to pay Cost Overruns (the...

  • Page 171
    ...), then, as soon as reasonably practicable (and, in any case, within 10 Business Days) following receipt of a demand by the Agent pursuant to (S) 21.2(xxiii) of the Loan Agreement, an Event of Default shall be deemed to have occurred unless AMD Inc. provides the Agent with such evidence as shall be...

  • Page 172
    ... the Sponsors' Support Agreement shall be deleted and be replaced with the Sponsors' Disclosure Schedule attached as Exhibit II hereto. ARTICLE IV MISCELLANEOUS SECTION 4.1 Representations and Warranties represents and warrants that: (a) Each of the Sponsors hereby Organization; Corporate Power. It...

  • Page 173
    ... English language. This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. [Remainder of page intentionally left blank] (b) (c) (d) (e) Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 174
    ... has caused this Amendment to be duly executed and delivered by its respective officer or agent thereunto duly authorised as of the date first above written. ADVANCED MICRO DEVICES, INC. By /s/ Marvin D. Burkett Its _____ AMD SAXONY HOLDING GMBH By /s/ Marvin D. Burkett Its _____ DRESDNER BANK...

  • Page 175
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 176
    ... --------ADVANCED MICRO DEVICES, INC., a corporation organised and existing under the laws of the State of Delaware, United States of America, with its chief executive office and principal place of business at One AMD Place, Sunnyvale, California 94088, United States of America ("AMD Inc."), AMD...

  • Page 177
    ... of the Loan --------Agreement;" (iv) In Section 1.1 (Definitions), the following definitions of "Agent" and "Required Sponsors' Loans" shall be replaced as follows: (a) ""Agent" has the meaning assigned to that term in the seventh recital of this Agreement." Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 178
    ... of its or its affiliates' directors, officers and/or employees or (ii) purchases of AMD Inc. stock by Fujitsu Limited in connection with the Fujitsu AMD Semiconductor Limited joint venture between AMD Inc. and Fujitsu Limited)." (b) (c) (d) (vi) Section 2.1 shall be replaced as follows: "SECTION...

  • Page 179
    ... extent, not otherwise taken into account in determining whether AMD Holding has complied with its obligations under Article II of the Sponsors' Support Agreement) by ---------AMD Holding to AMD Saxonia's capital reserves made to AMD Saxonia prior to the Loan Agreement Effective Date shall be taken...

  • Page 180
    ...their respective obligations to make Class C Sponsors' Loans under Sections 2.1 and 2.4 if, but only if: (a) the Sponsors shall have complied with each of their respective obligations under Article II of the Sponsors' Support ---------Agreement Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 181
    ...; and AMD Inc. will undertake a Stock Offering resulting in the receipt by AMD Inc. of net cash proceeds to AMD Inc. of at least $200,000,000 and make payment to AMD Saxonia of an amount equal to the full amount of the Class C Sponsors' Loans less any (b) Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 182
    ... of, and forthwith following, a Stock Offering undertaken by it in such Fiscal Year; or AMD Inc. makes the Class C Sponsors' Loans in full, having achieved Consolidated Net Income of not less than $140,000,000 to the end of AMD Inc.'s most recently ended Fiscal Quarter for which financial statements...

  • Page 183
    ...S.A., and its address, as the case may be. ARTICLE III MISCELLANEOUS SECTION 3.1 Representations and Warranties Each of the Sponsors and AMD Saxonia hereby represents and warrants that: (a) Organization; Corporate Power. It is duly incorporated and validly existing under the laws of the jurisdiction...

  • Page 184
    ... under and for purposes of the Sponsors' Support Agreement. Sections 7.1, 7.2, 7.3 and 7.4 of the Sponsors' Loan Agreement shall apply mutatis mutandis, to this Amendment, as if set out herein in full This Amendment may be executed in any number of counterparts and all of such counterparts taken...

  • Page 185
    ...duly executed and delivered by its respective officer or agent thereunto duly authorised as of the date first above written. ADVANCED MICRO DEVICES, INC. By /s/ Marvin D. Burkett Its _____ AMD SAXONY HOLDING GMBH By /s/ Marvin D. Burkett Its _____ By _____ Its _____ AMD SAXONY MANUFACTURING GMBH...

  • Page 186
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 187
    ... of Advanced Micro Devices, Inc., a corporation organized and existing under the laws of the State of Delaware, United States of America ("AMD Inc."), and has been formed for the -------purpose of constructing, owning, and operating (i) the Plant and (ii) the integrated Design Center; WHEREAS, AMD...

  • Page 188
    ... Exhibits. The definition of "Anticipated Capacity" in each of Footnote 1 in Exhibit I and Footnote 1 in Exhibit II to the AMD Saxonia Wafer Purchase Agreement is hereby amended by, in each case, deleting it in its entirety and replacing it with the following: Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 189
    ... existing under the laws of the jurisdiction of its organization, and has all necessary power and authority to execute and deliver this Amendment and to consummate the transactions contemplated by the AMD Saxonia Wafer Purchase Agreement as amended by this Amendment; Corporate Authority; No Conflict...

  • Page 190
    ... of the Sponsors' Support Agreement. This Amendment shall be governed by, and shall be construed in accordance with, the internal laws of the State of California, without regard to its conflicts of laws principles. This Amendment is in the English language, which language shall be controlling in all...

  • Page 191
    ... duly executed and delivered by its respective officer or agent thereunto duly authorized as of the date first above written. AMD SAXONY MANUFACTURING GMBH By: /s/ Marvin D. Burkett _____ Its: _____ AMD SAXONY HOLDING GMBH By: /s/ Marvin D. Burkett _____ Its: _____ Source: ADVANCED MICRO DEVIC, 10...

  • Page 192
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 193
    ... into between ADVANCED MICRO DEVICES, INC. ("Party A") and AMD SAXONY MANUFACTURING GMBH ("Party B") on the Trade Date specified below (the "Transaction"). This communication will constitute a "Confirmation" as referred to in the Master Agreement (the "ISDA Agreement") dated 11 March 1997, entered...

  • Page 194
    ... date, the Termination Date shall be extended to fall on the date on which such obligations are fully and finally satisfied San Francisco, Frankfurt and Dresden 2 Business Days: Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 195
    ... #1a Buyer: Seller: Currency Option Type: Call Currency and Amount: Strike Price: Put Currency: Expiration Date: Settlement Date: Premium: 3 Party B Party A Call USD 40,000,000 DEM 1.85 DEM August 19, 1998 August 21, 1998 USD 980,000 The Termination Date European Source: ADVANCED MICRO DEVIC, 10...

  • Page 196
    ... DEM 1.801 DEM August 19, 1998 August 21, 1998 USD 980,000 The above Option premiums for Options 1a and 1b have been netted to zero. Option #2a Buyer: Seller: Currency Option Type: Call Currency and Amount: 4 Party B Party A Call USD 40,000,000 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 197
    ...: DEM 1.85 DEM November 18, 1998 November 20, 1998 USD 1,176,000 Party A Party B Put USD 40,000,000 DEM 1.7885 DEM November 18, 1998 November 20, 1998 USD 1,176,000 The above Option premiums for Options 2a and 2b have been netted to zero. 5 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 198
    ...: Option #3b Buyer: Seller: Currency Option Type: Put Currency and Amount: Strike Price: Call Currency: 6 Party A Party B Put USD 50,000,000 DEM 1.7329 DEM Party B Party A Call USD 50,000,000 DEM 1.85 DEM February 16, 2000 February 18, 2000 USD 1,652,000 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 199
    ...: Seller: Currency Option Type: Call Currency and Amount: Strike Price: Put Currency: Expiration Date: Settlement Date: Premium: Option #4b Buyer: 7 Party A Party B Party A Call USD 60,000,000 DEM 1.85 DEM May 17, 2000 May 19, 2000 USD 1,716,000 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 200
    ... 17, 2000 May 19, 2000 USD 1,716,000 The above Option premiums for Options 4a and 4b have been netted to zero. Option #5a Buyer: Seller: Currency Option Type: Call Currency and Amount: Strike Price: Put Currency: 8 Party B Party A Call USD 50,000,000 DEM 1.85 DEM Source: ADVANCED MICRO DEVIC, 10...

  • Page 201
    ...Premium: August 16, 2000 August 18, 2000 USD 1,776,000 Party A Party B Put USD 50,000,000 DEM 1.717 DEM August 16, 2000 August 18, 2000 USD 1,776,000 The above Option premiums for Options 5a and 5b have been netted to zero. Option #6a Buyer: 9 Party B Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 202
    ... and Amount: Strike Price: Call Currency: Expiration Date: Settlement Date: 10 Party A Call USD 60,000,000 DEM 1.85 DEM November 15, 2000 November 17, 2000 USD 1,824,000 Party A Party B Put USD 60,000,000 DEM 1.7094 DEM November 15, 2000 November 17,2000 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 203
    ...confirm that the preceding correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us. Yours sincerely, 11 *** CONFIDENTIAL TREATMENT IS REQUESTED FOR THE MARKED LANGUAGE Source: ADVANCED MICRO DEVIC, 10-K405, March 03...

  • Page 204
    ADVANCED MICRO DEVICES, INC. By: Its: /s/ Marvin D. Burkett Confirmed as of the date first written: AMD SAXONY MANUFACTURING GmbH By: Its: /s/ Marvin D. Burkett 12 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 205
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 206
    ...Advanced Micro Ltd. AMD Corporation AMD Far East Ltd. AMD International Sales & Service, Ltd. AMD Texas Properties, LLC. Vantis Corporation Vantis International Limited (1) FOREIGN SUBSIDIARIES Advanced Micro Devices S.A.N.V. AMD Trading Company Limited AMD South America Limitada (2) Advanced Micro...

  • Page 207
    ... AMD International Sales & Service, AMD Holdings (Singapore) Pte. Ltd. AMD Saxony Holding GmbH Advanced Micro Devices Sdn. Bhd. AMD Trading Company Limited Advanced Micro Devices Export Sdn. Advanced Micro Devices (Singapore) AMD International Sales & Service, Ltd. and AMD Far East Ltd. Bhd. Pte...

  • Page 208
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 209
    ..., with respect to the consolidated financial statements and schedule of Advanced Micro Devices, Inc. included in this Annual Report (Form 10-K) for the year ended December 28, 1997. /s/ ERNST & YOUNG LLP San Jose, California February 26, 1998 Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 210
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 211
    ... them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign Advanced Micro Devices, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 28, 1997, and any and...

  • Page 212
    Source: ADVANCED MICRO DEVIC, 10-K405, March 03, 1998

  • Page 213
    ...-TYPE>