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Table of Contents
In order to meet anticipated demand for these and other advanced microprocessor products, we are constructing a new 300-millimeter wafer fabrication
facility. This facility, Fab 36, will be located in Dresden, Germany, adjacent to our existing manufacturing facility, Fab 30.
In addition, in order to respond more quickly to changes in market trends in the Flash memory market and improve efficiencies in the production,
marketing and design of our Flash memory products, we and Fujitsu Limited formed a new entity named FASL LLC, effective June 30, 2003. We own 60
percent of FASL LLC while Fujitsu owns 40 percent. Accordingly, as of June 30, 2003, we began consolidating the results of FASL LLC’s operations. FASL
LLC is headquartered in Sunnyvale, California, and its manufacturing, research, test, and assembly operations are in the United States and Asia. FASL LLC
engages in the research, development, manufacture, marketing, and promotion of Flash memory products, which it markets under the Spansion global product
brand name. We and Fujitsu are the distributors of FASL LLC’s Spansion Flash memory products. As part of this transaction, we contributed to FASL LLC our
Flash memory inventory, our manufacturing facility located in Austin, Texas, known as Fab 25, our Flash memory research and development facility in
Sunnyvale, California, known as the Submicron Development Center, or SDC, and our Flash memory assembly and test operations in Thailand, Malaysia and
China. Fujitsu contributed its Flash memory division, including related inventory, cash, and its Flash memory assembly and test operations in Malaysia. In
addition, both we and Fujitsu contributed our respective investments in our previous manufacturing joint venture, Fujitsu AMD Semiconductor Limited, located
in Aizu-Wakamatsu, Japan, which became part of a wholly owned subsidiary of FASL LLC named FASL JAPAN LIMITED, or FASL JAPAN. In this report we
refer to the previous manufacturing joint venture with Fujitsu as the Manufacturing Joint Venture.
As part of the transaction, we entered into various contracts with FASL LLC and Fujitsu, including a non-competition agreement pursuant to which we
agreed that we would not engage in the development, production, manufacture, marketing, distribution, promotion or sale of Flash memory devices outside of
FASL LLC; a patent cross-license agreement pursuant to which each party has been granted a non-exclusive license under the other party’s respective licensed
patents for the manufacture and sale of semiconductor products worldwide; services agreements pursuant to which we agreed to provide, among other things,
certain information technology, facilities, logistics, legal, tax, finance, human resources, and environmental, health and safety services to FASL LLC; and a
distribution agreement pursuant to which we obtained the right to distribute Spansion Flash memory products. The term of the distribution agreement is
indefinite, subject to termination by mutual agreement of the parties, upon failure to cure a material breach or upon termination of the limited liability company
operating agreement that governs FASL LLC, unless otherwise agreed to by the parties.
Additional Information
We were incorporated under the laws of Delaware on May 1, 1969. Our mailing address and executive offices are located at One AMD Place, Sunnyvale,
California 94088, and our telephone number is (408) 749-4000. With the exception of the sections of this report that discuss financial data, which is presented on
a consolidated basis, references in this report to “AMD,” “we” and “us” include our subsidiaries, but, unless otherwise indicated, do not include FASL LLC or its
subsidiaries. We post on the Investor Relations page of our Web site,www.amd.com, our filings with the SEC, our Corporate Governance Guidelines, our Code
of Ethics for our Chief Executive Officer, Chief Financial Officer, Corporate Controller and other senior finance executives, our other Code of Ethics entitled
“Worldwide Standards of Business Conduct,” for our directors and employees, and the charters of our Audit, Nominating and Corporate Governance and
Compensation Committees. Our filings with the SEC are posted as soon as reasonably practical after they are filed electronically with the SEC. You can also
obtain copies of these documents by writing to us at: Corporate Secretary, AMD, One AMD Place, M/S 68, Sunnyvale, California 94088, or emailing us at
[email protected]. All such documents and filings are available free of charge.
2
Source: ADVANCED MICRO DEVIC, 10-K, March 09, 2004