AMD 1995 Annual Report Download

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FORM 10-K405
ADVANCED MICRO DEVICES INC - amd
Filed: March 21, 1996 (period: December 31, 1995)
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 21, 1996 (period: December 31, 1995) Annual report. The Regulation S-K Item 405 box on the cover page is checked

  • Page 2
    ... 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 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K SIGNATURES ITEM AND...

  • Page 3
    ...) EX-10.36 (AGREEMENT TO PRESERVE GOODWILL) EX-10.38 (INTEL/AMD CROSS LICENSE AGREEMENT) EX-10.39 (SUZHOU LAND CONTRACT) EX-11 (COMPUTATION EARNING PER SHARE) EX-13 (ANNUAL REPORT FOR 1995) EX-21 (LIST OF SUBSIDIARIES) EX-23 (CONSENT OF Ed> EX-24 (POWER OF ATTORNEY) EX-27 (FINANCIAL DATA SCHEDULE)

  • Page 4
    ... File Number 1-7882 ADVANCED MICRO DEVICES, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 94-1692300 (IRS Employer Identification Number) One AMD Place Sunnyvale, California (Address of principal executive offices...

  • Page 5
    ... by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X --Aggregate market value of the voting stock held by non-affiliates as of February 26, 1996. $2,623,543,765 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the...

  • Page 6
    ... impact of the Advanced Micro Devices, Inc. (AMD) merger with NexGen, Inc.; future business prospects for microprocessor and Flash memory products; proposed and under construction projects in Japan, Germany and China; the use of external foundries for manufacturing; and the pricing and certification...

  • Page 7
    ...this report refer to Advanced Micro Devices, Inc. and its subsidiaries. AMD is a semiconductor manufacturer with manufacturing facilities in the U.S. and Asia, and sales offices throughout the world. Focusing on the personal and networked computing and communications markets, AMD is a global company...

  • Page 8
    ... the AMD K86(tm) Superscalar Series. S. Atiq Raza, former President and Chief Executive Officer of NexGen, will direct the operations. Mr. Raza has been appointed to the Board of Directors of the Corporation and has been named Corporate Vice President and Chief Technical Officer of AMD. AMD effected...

  • Page 9
    ... by other suppliers. Over time, AMD has become a manufacturer of proprietary products. The Corporation has made a significant investment in research and development, which has contributed to its becoming a leader in manufacturing and process 6 Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 10
    ... such as telecommunications, personal computers, engineering workstations, multimedia or local area networks. As a service to certain major customers, the Corporation modifies portions of these application-specific devices to meet specific customer needs. The resulting devices are produced in...

  • Page 11
    ... price declines, partially offset by increases in unit sales. Am486 microprocessor products contributed a significant portion of the Corporation's revenues and profits in 1994 and 1995. Price declines are anticipated to continue in 1996 while unit shipments may be flat to down depending on market...

  • Page 12
    ... selling prices of comparable products have materially declined from their initial levels. AMD has an agreement with Compaq under which it supplies Compaq with microprocessor products, primarily the Am486 products; however, the agreement does not require Compaq to purchase microprocessor products...

  • Page 13
    ... of hardware evaluation tools, development software and interface software. The Corporation offers several Ethernet products designed for use on personal computer motherboards and add-in cards. AMD is also a supplier of chipsets to support the 100-megabit10 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 14
    ...The Corporation has developed a family of Flash memories to address the emerging market for PC memory cards, solid-state disks, cellular communications and networking applications. The Corporation offers Flash memory devices up to 16 megabits in density. During 1995, Flash memory devices contributed...

  • Page 15
    ... in Santa Clara County, California, and field sales offices throughout the United States and abroad (primarily Europe and the Asia-Pacific Basin). AMD also sells its products through third-party distributors and independent representatives in both domestic and international markets pursuant...

  • Page 16
    ..., China, Finland, France, Germany, Hong Kong, Italy, Japan, Korea, Scotland, Singapore, Sweden, Switzerland, Taiwan, and the United Kingdom. (See Note 12 of Notes to Consolidated Financial Statements contained in the 1995 Annual Report to Stockholders.) The international sales force also works with...

  • Page 17
    ... in market demand for products based on a particular technology could have a material adverse effect on AMD's results of operations or financial condition. There can be no assurance that AMD will be able to develop new products in a timely and satisfactory manner to 14 Source: ADVANCED MICRO DEVIC...

  • Page 18
    ... its microprocessor products within a short period of time following their introduction, which reduces the margins and profitability of its competitors who are forced to reduce prices to maintain competitiveness. AMD expects Intel to continue to spend substantial 15 Source: ADVANCED MICRO DEVIC, 10...

  • Page 19
    ... venture and has entered into foundry agreements for the manufacture of integrated circuits. AMD Facilities. The Corporation's 900,000 square foot submicron semiconductor manufacturing facility in Austin, Texas (Fab 25), began volume production in its first phase in 16 Source: ADVANCED MICRO DEVIC...

  • Page 20
    ... venture, Fujitsu AMD Semiconductor Limited (FASL), for the development and manufacture of integrated circuits. Through FASL, the two companies have constructed and are operating an $800 million wafer fabrication facility in Aizu-Wakamatsu, Japan, to produce non-volatile memory devices such as Flash...

  • Page 21
    ... adversely affected by fluctuations in manufacturing yields. Assembly and Testing. Nearly all product assembly and final testing are performed at AMD's manufacturing facilities in Penang, Malaysia; Singapore; and Bangkok, Thailand; or by 18 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 22
    ... by the Corporation in the manufacture of its products are available from a limited number of suppliers. For example, several types of the integrated circuit packages purchased by AMD, as well as by the majority of other companies in the semiconductor industry are principally supplied by Japanese...

  • Page 23
    ... Chairman and Chief Executive Officer, which obligates Mr. Sanders not to compete with the Company following a termination of his employment under certain circumstances. AMD has no employment or noncompetition agreements with any of its other officers, directors or key employees except S. Atiq Raza...

  • Page 24
    ... effect on AMD. Earthquake Danger. AMD's corporate headquarters, a portion of its manufacturing facilities, assembly and research and development activities and certain other critical business operations are located near major earthquake fault lines. AMD's operating results and financial condition...

  • Page 25
    ...'s products that use certain Intel technologies. The Corporation is required to pay Intel minimum non-refundable royalties during the years 1997 to 2000. In addition, AMD has entered into numerous cross-licensing and technology exchange agreements with other companies under which it both transfers...

  • Page 26
    ... containing two buildings with approximately 360,000 square feet, located on 45.6 acres of land in Sunnyvale, California at One AMD Place and 991 Stewart Avenue (One AMD Place). In 1994, the Corporation began utilizing One AMD Place for its corporate sales, marketing and administrative offices. This...

  • Page 27
    ... North America, six sales offices in Asia and thirteen sales offices in Europe for its direct sales force. These offices are located in cities in major electronics markets where concentrations of AMD's customers are located. Leases covering the Corporation's facilities expire over terms of generally...

  • Page 28
    In 1991, the Corporation received four Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board, San Francisco Bay Region (RWQCB) relating to the three sites. One of the sites (Final Site Clean-up Requirements Order No. 91-102) includes clean-up of groundwater...

  • Page 29
    ... on the financial condition or results of operations of the Corporation. 2. Edward McDaid v. Sanders, et al. (Case No. C-95-20750-JW, N.D. Cal.). On November 3, 1995, an AMD shareholder filed a class action complaint against AMD and several of its officers and directors. The complaint avers a single...

  • Page 30
    ... Corporation. 3. Caroline Kozlowski, et al. v. Sanders, et al. (Case No. C95-04081-MMC, N.D. Cal.). On November 15, 1995, two AMD shareholders filed a class action complaint against AMD and several of its officers and directors. The complaint mirrors the McDaid complaint (described in Item 3, Number...

  • Page 31
    ... payable in AMD common stock or, at AMD's option, in cash. 6. Advanced Micro Devices, Inc. v. Altera Corporation (Case No. C-9420567-RMW, U.S. District Ct., San Jose, California). This litigation, which began in 1994, involves multiple claims and counterclaims for patent infringement relating to the...

  • Page 32
    ...Inc. v. Advanced Micro Devices, Inc. (Case No. 95-199-RRM, U.S. District Ct., Wilmington, Delaware). This litigation was filed in 1995 and alleges that AMD is infringing a patent owned by Thorn EMI North America, Inc. relating to processes used by AMD to manufacture microprocessors. The action seeks...

  • Page 33
    ... executive officer in 1981. Director, Corporate Vice President and Chief Technical Officer. Formerly, Mr. Raza was the Chairman of the Board, President, Chief Executive Officer, and Secretary of NexGen, Inc. Senior Vice President, Human Resources. Mr. Winwick had been Vice President, Human Resources...

  • Page 34
    ...THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS The information regarding market price range, dividend information and number of holders of common stock of AMD appearing under the caption "Financial Data and Financial Summary" on pages 30 and 31 of the Corporation's 1995 Annual Report...

  • Page 35
    meeting on February 16, 1995, the Board of Directors authorized and directed the redemption of the preferred stock purchase rights. They were redeemed on May 3, 1995. On February 10, 1995, the Corporation called all outstanding shares of its preferred stock for redemption on March 13, 1995, at a ...

  • Page 36
    ... of the Corporation's 1995 Annual Report to Stockholders are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT The information appearing...

  • Page 37
    ... Expenses" under the caption "Committees and Meetings of the Board of Directors," and the information under the captions "Executive Compensation" (not including the Compensation Committee Report or the performance graph), "Compensation Agreements," "Change in Control Arrangements" and "Compensation...

  • Page 38
    ... Financial Statements and Financial Statement Schedule Covered by Report of Independent Auditors are filed or incorporated by reference as part of this annual report. The following is a list of such Financial Statements: Page References 1995 Annual Form Report to 10-K Stockholders Report...

  • Page 39
    ... in the consolidated financial statements or notes thereto. With the exception of the information incorporated by reference into Parts I, II and IV of this Form 10-K, the 1995 Annual Report to Stockholders is not to be deemed filed as part of this report. 36 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 40
    ... as part of this annual report. The following is a list of such Exhibits: Exhibit Number ------2 Description of Exhibits Agreement and Plan of Merger dated October 20, 1995, as amended, between the Corporation and NexGen, Inc. as filed as Exhibit 2 to the Corporation's Quarterly Report for...

  • Page 41
    ... by reference. Resolution of Board of Directors on September 9, 1981, regarding acceleration of vesting of all outstanding stock options and associated limited stock appreciation rights held by officers under certain circumstances, filed as Exhibit 10.10 to the Corporation's Annual Report on Form 10...

  • Page 42
    ... by reference. Director Deferral Agreement of R. Gene Brown, filed as Exhibit 10.18 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, is hereby incorporated by reference. License Agreement with Western Electric Company, Incorporated, filed as Exhibit 10...

  • Page 43
    .... Joint Venture License Agreement between the Corporation and Fujitsu Limited, filed as Exhibit 10.27(e) to the Corporation's Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal year ended December 26, 1993, is hereby incorporated by reference. Joint Development Agreement between the...

  • Page 44
    ... and Restated Guaranty dated August 21, 1995, made by the Corporation in favor of CIBC Inc.). Building Lease by and between CIBC Inc. and AMD International Sales & Service, Ltd. dated as of September 22, 1992, filed as Exhibit 10.28(b) to the Corporation's Annual Report on Form 10-K for the fiscal...

  • Page 45
    ..., is hereby incorporated by reference. Fourth Amendment to Building Lease, dated November 10, 1995, by and between CIBC Inc. and AMD International Sales & Service, Inc. (amending the Building Lease filed as Exhibit 10.29(c) to the Corporation's Annual Report on Form 10-K for the fiscal year ended...

  • Page 46
    ... United Kingdom Share Option Scheme, filed as Exhibit 4.2 to the Corporation's Registration Statement on Form S-8 (No. 33-46577), is hereby incorporated by reference. Compaq Computer Corporation/Advanced Micro Devices, Inc. Agreement, filed as Exhibit 10.35 to the Corporation's Annual Report on Form...

  • Page 47
    ... dated December 20, 1995, between the Corporation and Intel Corporation. Contract for Transfer of the Right to the Use of Land between Advanced Micro Devices (Suzhou) Limited and China-Singapore Suzhou Industrial Park Development Co., Ltd. NexGen, Inc. 1987 Employee Stock Plan, filed as Exhibit 99...

  • Page 48
    ... of per share earnings. 1995 Annual Report to Stockholders, portions of which have been incorporated by reference into Parts I, II and IV of this annual report. List of AMD subsidiaries. Consent of Ernst & Young LLP, Independent Auditors, refer to page F-2 herein. Power of Attorney. Financial Data...

  • Page 49
    ... lower than the preceding quarter. 6. A current Report on Form 8-K dated November 6, 1995, was filed announcing that a securities class action lawsuit had been filed against the Corporation and certain officers and directors of the Corporation. SIGNATURES Pursuant to the requirements of Section 13...

  • Page 50
    ...of the Board and Chief Executive Officer (Principal Executive Officer) Vice Chairman of the Board Date ---March 18, 1996 March 18, 1996 Director, President and Chief Operating Officer Director March 18, 1996 March 18, 1996 Director, Vice President and Chief Technical Officer Director March 18...

  • Page 51
    ...in the consolidated financial statements or notes thereto. With the exception of the information incorporated by reference into Parts I, II and IV of this Form 10-K, the 1995 Annual Report to Stockholders is not to be deemed filed as part of this report. Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 52
    ... II ADVANCED MICRO DEVICES, INC. VALUATION AND QUALIFYING ACCOUNTS Years Ended December 26, 1993, December 25, 1994, and December 31, 1995 (Thousands) Balance Beginning of Period --------Allowance for doubtful accounts: Years ended: December 26, 1993 December 25, 1994 December 31, 1995 $ 6,679...

  • Page 53
    ADVANCED MICRO DEVICES, INC. INDEX TO EXHIBITS Exhibit Number ------2 Description of Exhibits Agreement and Plan of Merger dated October 20, 1995, as amended, between the Corporation and NexGen, Inc. as filed as Exhibit 2 to the Corporation's Quarterly Report for the period ended October 1, 1995,...

  • Page 54
    ... by reference. Resolution of Board of Directors on September 9, 1981, regarding acceleration of vesting of all outstanding stock options and associated limited stock appreciation rights held by officers under certain circumstances, filed as Exhibit 10.10 to the Corporation's Annual Report on Form 10...

  • Page 55
    ... by reference. Director Deferral Agreement of R. Gene Brown, filed as Exhibit 10.18 to the Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 1989, is hereby incorporated by reference. License Agreement with Western Electric Company, Incorporated, filed as Exhibit 10...

  • Page 56
    .... Joint Venture License Agreement between the Corporation and Fujitsu Limited, filed as Exhibit 10.27(e) to the Corporation's Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal year ended December 26, 1993, is hereby incorporated by reference. Joint Development Agreement between the...

  • Page 57
    ... and Restated Guaranty dated August 21, 1995, made by the Corporation in favor of CIBC Inc.). Building Lease by and between CIBC Inc. and AMD International Sales & Service, Ltd. dated as of September 22, 1992, filed as Exhibit 10.28(b) to the Corporation's Annual Report on Form 10-K for the fiscal...

  • Page 58
    Exhibit Number ------10.25(g) Description of Exhibits Third Amendment to Building Lease dated August 21, 1995, by and between CIBC Inc. and AMD International Sales and Service, Inc. (amending the Building Lease filed as Exhibit 10.29(c) to the Corporation's Annual Report on Form 10-K for the ...

  • Page 59
    ... United Kingdom Share Option Scheme, filed as Exhibit 4.2 to the Corporation's Registration Statement on Form S-8 (No. 33-46577), is hereby incorporated by reference. Compaq Computer Corporation/Advanced Micro Devices, Inc. Agreement, filed as Exhibit 10.35 to the Corporation's Annual Report on Form...

  • Page 60
    ... dated December 20, 1995, between the Corporation and Intel Corporation. Contract for Transfer of the Right to the Use of Land between Advanced Micro Devices (Suzhou) Limited and China-Singapore Suzhou Industrial Park Development Co., Ltd. NexGen, Inc. 1987 Employee Stock Plan, filed as Exhibit 99...

  • Page 61
    ... of per share earnings. 1995 Annual Report to Stockholders, portions of which have been incorporated by reference into Parts I, II and IV of this annual report. List of AMD subsidiaries. Consent of Ernst & Young LLP, Independent Auditors, refer to page F-2 herein. Power of Attorney. Financial Data...

  • Page 62
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 63
    ... business of the corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS Section 1. All meetings of the stockholders for the election of directors shall be held in the City of Sunnyvale, State of California, at such place as may be fixed from time to time by the Board of Directors, or at such...

  • Page 64
    ... of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered...

  • Page 65
    ... number of votes as may be required by the Certificate of Incorporation, applicable law, rule or regulation is delivered to the corporation at its registered office in the State of Delaware or at its principal place of business or to an officer or agent of the corporation having custody of the books...

  • Page 66
    ... number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. Section 3. The business of the corporation...

  • Page 67
    ... meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Section 8. Special meetings of the board may be called by the chairman upon notice thereof given to each director either by mail not less than 48 hours...

  • Page 68
    ... may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 6 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 69
    .... The Board of Directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the Certificate of Incorporation or these by-laws otherwise provide. 7 Source: ADVANCED MICRO DEVIC, 10...

  • Page 70
    Section 2. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a chairman of the board, a president, one or more vice-presidents, a secretary and a treasurer. Section 3. The Board of Directors may appoint such other officers and agents as it shall deem ...

  • Page 71
    ... absence of the president and the chairman of the Board of Directors, perform the duties and exercise the powers of the president. Each vice president shall at all times possess power to sign all certificates, contracts and other instruments of the corporation, except as otherwise limited in writing...

  • Page 72
    ... or vice-chairman of the Board of Directors or the president or president and the treasurer or an assistant treasurer, or the secretary assistant secretary of the corporation, certifying the number of shares him in the corporation. 10 entitled the a viceor an owned by Source: ADVANCED MICRO DEVIC...

  • Page 73
    ... Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock...

  • Page 74
    ... action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office...

  • Page 75
    ...notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. FISCAL YEAR Section 5. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors. 13 Source: ADVANCED MICRO...

  • Page 76
    ...fact that he is or was a director, officer or employee of the corporation, or is or was serving at the request of the corporation as a director, officer or employee of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans...

  • Page 77
    ... legal counsel in a written opinion, or (iii) by the stockholders. To the extent, however, that a director, officer or employee of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, described above, or in defense of any claim, issue or...

  • Page 78
    ... Board of Directors by a majority vote of the directors who are not parties to the action, suit or proceeding in question that such person acted in a manner set forth in such Sections as to justify the corporation's not indemnifying or making an advancement of expenses to such person. In the event...

  • Page 79
    ... under any by-law, agreement, contract, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the corporation that indemnification of the persons specified in...

  • Page 80
    ... the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. 18 Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 81
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 82
    ... meets with your approval, please sign the enclosed copy and return it to me. Very truly yours, /s/ Stanley Winvick Stanley Winvick Senior Vice President, Human Resources Accepted and Agreed: /s/ Anthony B. Holbrook Anthony B. Holbrook SW/pom encl. cc: W.J. Sanders III Source: ADVANCED MICRO DEVIC...

  • Page 83
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 84
    [LETTERHEAD OF ADVANCED MICRO DEVICES INC APPEARS HERE] November 29, 1995 Anthony B. Holbrook 41 Hollins Drive Santa Cruz, CA 95060 RE: Dear Tony: We are pleased that you have decided to continue your part time employment arrangement with Advanced Micro Devices, Inc. (the "Company") until April 25, ...

  • Page 85
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 86
    ... among ADVANCED --------MICRO DEVICES, INC. a Delaware corporation (the "Company"), the several ------financial institutions party to the Credit Agreement referred to in the Recitals to this Amendment (collectively, the "Banks"), BANK OF AMERICA NATIONAL TRUST ----AND SAVINGS ASSOCIATION, as agent...

  • Page 87
    ...continuing. (b) The execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any Governmental...

  • Page 88
    ... Company covenants to pay to or reimburse the Agent and the Banks, upon demand, for all costs and expenses (including allocated cost of in-house counsel) incurred in connection with the development, preparation, negotiation, execution and delivery of this Amendment. 3 Source: ADVANCED MICRO DEVIC...

  • Page 89
    ... parties hereto have executed and delivered this Amendment as of the date first above written. ADVANCED MICRO DEVICES, INC. By: /s/ Marvin D. Burkett Marvin D. Burkett Senior Vice President and Chief Financial Officer BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent By: /s/ Wendy...

  • Page 90
    ... Title: Neil H. Gainer Executive Vice President THE FIRST NATIONAL BANK OF BOSTON, as a Bank By: /s/ signature appears here Title: Vice President THE INDUSTRIAL BANK OF JAPAN, LIMITED By: /s/ Makoto Masuda Title: Makoto Masuda Joint General Manager 5 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 91
    THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, Los Angeles Agency By: /s/ B. Lewathon Title: Deputy General Manager UNION BANK By: /s/ Bresati Dios Title: Vice President and District Manager 6 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 92
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 93
    ... into by and among ADVANCED MICRO DEVICES, INC., a Delaware corporation (the "Company"), the --------several financial institutions party to the Term Loan Agreement referred to in the Recitals to this Amendment (the "Banks"), ABN AMRO Bank N.V., as Administrative Agent, and ABN AMRO Bank N.V. and...

  • Page 94
    ...the Majority Banks a duly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) of this Amendment; and (b) Each of the representations and warranties set forth in Section 3 of this Amendment shall be true and correct on such date. 2. Source: ADVANCED MICRO DEVIC...

  • Page 95
    ... except in accordance with the provisions of Section 10.01 of the Term Loan Agreement. (f) If any term or provision of this Amendment shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated 3. Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 96
    ... of the date first above written. ADVANCED MICRO DEVICES, INC. By /s/ Marvin D. Burkett Marvin D. Burkett Senior Vice President and Chief Financial Officer ABN AMRO BANK N.V. By /s/ signature appears here Title: Officer /s/ signature appears here Title: GVP & Director By CIBC Inc. By /s/ Tom...

  • Page 97
    ... signature appears here ---------------------Title: Vice President INDUSTRIAL BANK OF JAPAN By /s/ Makoto Masuda ---------------------Title: Joint General Manager THE NIPPON CREDIT BANK, LTD. By /s/ signature appears here ---------------------Title: Vice President 5. Source: ADVANCED MICRO DEVIC...

  • Page 98
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 99
    ... Third Amendment to Building Lease, dated as of August 21, 1995 and recorded on September 20, 1995 in the Official Records of Santa Clara County, California, as Document No. 13020001 (the "Third Amendment to Building Lease"). The Second Amended Building Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 100
    ... by the Third Amendment to Building Lease, is referred to herein as the "Third Amended Building Lease D. Advanced Micro Devices, Inc., a Delaware corporation (the "Guarantor"), executed and delivered to Lessor a Third Amended and Restated Guaranty, dated as of August 21, 1995 and accepted by Lessor...

  • Page 101
    ..., and recorded on September 20, 1995 in the Official Records of the Recorder of Santa Clara County, California as Document No. 13020000, and as further amended by a certain Fourth Amendment to Land Lease, dated as of November 10, 1995. B. AFFIRMATION OF STATUS OF BUILDING LEASE Except as amended by...

  • Page 102
    ... and effect and is hereby reaffirmed by the Guarantor. Guarantor: ADVANCED MICRO DEVICES, INC. By: /s/ Marvin D. Burkett Name: Marvin D. Burkett Title: SR. VICE PRESIDENT, CHIEF FINANCIAL AND ADMINISTRATIVE OFFICER Date: November 10, 1995 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 103
    ... hereby consents to the foregoing Fourth Amendment to Building Lease. THE LONG-TERM CREDIT BANK OF JAPAN, LOS ANGELES AGENCY By: /s/ Motokazu Uematsu Name: Motokazu Uematsu Title: Deputy General Manager Date: November 27, 1995 ----------- Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 104
    ...acted, executed the instrument. WITNESS my hand and official seal. [NOTARIAL SEAL OF ELVIRA A. D'AMORE STATE OF NEW YORK APPEARS HERE] (Seal) Signature:/s/ Elvira A. D'Amore ACKNOWLEDGEMENT FOR AMD INTERNATIONAL SALES & SERVICE, LTD. STATE OF CALIFORNIA COUNTY OF SANTA CLARA On November 10, 1995...

  • Page 105
    ... of which the persons acted, executed the instrument. WITNESS my hand and official seal. [NOTARIAL SEAL OF JANIS V. CAHILL STATE OF CALIFORNIA SANTA CLARA COUNTY APPEARS HERE] (Seal) Signature:/s/ Janis V. Cahill ACKNOWLEDGEMENT FOR THE LONG-TERM CREDIT BANK OF JAPAN, LOS ANGELES AGENCY STATE OF...

  • Page 106
    ... upon that certain Parcel Map filed for Record February 26, 1975 in the Office of the Recorder, County of Santa Clara, in Book 351 of Maps at Pages 54 and 55. APN: ARB: 205-22-020, 021 206-60-015, 018, 035, 042, 014, 013, 012, 053, 052, 057 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 107
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 108
    ... Floor Los Angeles, California 90071-1563 Attention: Leslie T. Tedrow (213) 229-9500 FOURTH AMENDMENT TO LAND LEASE THIS FOURTH AMENDMENT TO LAND LEASE (this "Fourth Amendment is entered into as of November 10, 1995, between CIBC INC., a Delaware corporation ("Lessor"), and AMD INTERNATIONAL SALES...

  • Page 109
    ... 20, 1993 in the Official Records of Santa Clara County, California, as Document No. 12271738, and (iii) a certain Third Amendment to Building Lease dated as of August 21, 1995, and recorded on September 20, 1995 in the Official Records of Santa Clara County, California, as Document No. 13020001...

  • Page 110
    ... on September 20, 1995 in the Official Records of the Recorder of Santa Clara County, California as Document No. 13020001, and as further amended by a certain Fourth Amendment to Building Lease, dated as of November 10, 1995. (c) The definition of Guaranty is hereby deleted and replaced with the...

  • Page 111
    ... force and effect and is hereby reaffirmed by the Guarantor. Guarantor: ADVANCED MICRO DEVICES, INC. By /s/ Marvin D. Burkett Name : Marvin D. Burkett Title: Sr. Vice President, Chief Financial and Administrative Officer Date: November 10, 1995 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 112
    ... of the -----Loan Agreement, Lender hereby consents to the foregoing Fourth Amendment to Land Lease. THE LONG-TERM CREDIT BANK OF JAPAN, LOS ANGELES AGENCY By: /s/ Motokazu Uematsu Name: Motokazu Uematsu Title: Deputy General Manager Date: November 27, 1995 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 113
    ...acted, executed the instrument. WITNESS my hand and official seal. [NOTARIAL SEAL OF ELVIRA A. D'AMORE STATE OF NEW YORK APPEARS HERE] Signature:/s/ Elvira A. D'Amore (Seal) ACKNOWLEDGEMENT FOR AMD INTERNATIONAL SALES & SERVICE, LTD. STATE OF CALIFORNIA COUNTY OF SANTA CLARA On November 10, 1995...

  • Page 114
    ...of which the persons acted, executed the instrument. WITNESS my hand and official seal. [NOTARIAL SEAL OF JANIS V. CAHILL STATE OF CALIFORNIA SANTA CLARA COUNTY APPEARS HERE] (Seal) Signature: /s/ Janis V. Cahill ACKNOWLEDGEMENT FOR THE LONG-TERM CREDIT BANK OF JAPAN, LOS ANGELES AGENCY STATE OF...

  • Page 115
    ... upon that certain Parcel Map filed for Record February 26, 1975 in the Office of the Recorder, County of Santa Clara, in Book 351 of Maps at Pages 54 and 55. APN: ARB: 205-22-020, 021 206-60-015, 018, 035, 042, 014, 013, 012, 053, 052, 057 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 116
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 117
    ... and architecture and personal computer boards based on such microprocessors throughout the United States, Europe, Latin America and Asia; WHEREAS Raza is currently the Chairman of the Board, President and Chief Executive Officer of NexGen and owns 750,485* shares of NexGen Common Stock, as well as...

  • Page 118
    ... United States, Europe, Latin America, Asia and elsewhere; WHEREAS, following the merger, Raza will become a member of the Board of Directors of AMD as well as its Corporate Vice President and Chief Technical Officer; WHEREAS, in order to induce AMD to enter into the Merger Agreement and to preserve...

  • Page 119
    ... of the company, which failure shall be determined by AMD in its sole discretion; (c) death of the employee; (d) change in business focus away from development and/or manufacture of microprocessors compatible with the X86 instruction set and architecture; Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 120
    ... of time applicable to any such breached provisions shall be extended by one day for each day such violation continues. 5. In the event AMD is required to seek an order restraining and enjoining Raza from violating any provision of this Agreement, Raza consents to jurisdiction in Santa Clara County...

  • Page 121
    ... by express written consent of both AMD and Raza. Executed on this 15th day of January, 1996. ADVANCED MICRO DEVICES, INC. By: /s/ S. Atiq Raza S. Atiq Raza By: /s/ Stanley Winvick Stanley Winvick Senior Vice President Human Resources Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 122
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 123
    ... ADVANCED MICRO DEVICES, INC., a Delaware corporation, having an office at One AMD Place, P.O. Box 3453, Sunnyvale, California 94088, (hereinafter collectively referred to as "AMD") and INTEL Corporation, a Delaware corporation, having an office at 2200 Mission College Blvd., Santa Clara, California...

  • Page 124
    ... percent (30%) of the outstanding shares or stock entitled to vote for the election of directors or similar managing authority is directly or indirectly owned or controlled by the acquiring third party. "Effective Date" shall mean January 1, 1996. "Excluded AMD Product" shall mean any digital logic...

  • Page 125
    COMMISSION] alone or in combination with [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] 2 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 126
    ... for the grant of a license under this Agreement. "INTEL Patents" shall mean all classes or types of patents, utility models and design patents (including, without limitation, originals or divisions, continuations, continuations3 1.11 1.12 1.13 1.14 1.15 1.16 Source: ADVANCED MICRO DEVIC, 10...

  • Page 127
    ... filing date prior to the expiration or termination of this Agreement and (b) except for consideration paid to employees, have no requirement to pay consideration to another for the grant of a license under this Agreement. 1.17 "AMD Licensed Products" shall mean any AMD products constituting...

  • Page 128
    ... the manufacture and sale thereof of INTEL Licensed Products. Subject to the terms and conditions of this Agreement, AMD grants a limited covenant not to sue any purchaser of an INTEL Licensed Product [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION...

  • Page 129
    ... AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] With respect to the foundry activities of AMD to manufacture products for a third party based on a product design supplied by that third party, the licenses granted under Intel 6 3.6 4.0 4.1 4.2 4.3 Source: ADVANCED MICRO DEVIC...

  • Page 130
    ... EXCHANGE COMMISSION] of the annual total units of Original Royalty Product shipped to a third party, upon payment by AMD of the royalties contained in Section 5. Notwithstanding the limitations of this Section 4, the licenses granted under INTEL Patents shall, after the expiration of this Agreement...

  • Page 131
    ... Contract Management, SC4-210, 2200 Mission College Blvd., Santa Clara, California 95052. Royalty payments shall be made in US dollars by wire transfer to Citibank, New York, New York, for the account of INTEL Corporation General Account Number [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY...

  • Page 132
    ... of the Agreement. Notwithstanding the foregoing, AMD shall not be responsible for taxes on or measured by INTEL's net income. INTEL agrees to make every good faith effort to notify AMD's tax department within ten (10) days of any audit, notice, assessment or other action affecting sales, use, stamp...

  • Page 133
    ..., prepare derivative works of, perform, display, and sell or otherwise distribute such mnemonics and the related opcodes in user manuals and other technical documentation. PRIOR LICENSE This Agreement shall govern all patent license grants between INTEL and AMD for all patents having an issue date...

  • Page 134
    ... shall be included as AMD Patents licensed to INTEL under this Agreement. AMD presently intends to acquire all such patents and patent applications owned by NexGen in the event of such acquisition. Prior to such 11 8.2 8.3 8.4 8.5 8.6 9.0 9.1 9.2 Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 135
    ... by any of the parties to this Agreement as to the validity or scope of any class or type of patent, utility model and/or design patent; or (b) a warranty or representation that any manufacture, sale, lease, use or other disposition of Licensed Products herein will be free from infringement of...

  • Page 136
    ..., postage prepaid, addressed as follows: If to AMD: ---------General Counsel Advanced Micro Devices One AMD Place P.O. Box 3453, M/S 150 Sunnyvale, CA 94088-3453 If to INTEL General Counsel INTEL Corporation 2200 Mission College Blvd. Santa Clara, CA 95052 United States of America Either party may...

  • Page 137
    ...writing in advance of the disclosure. The parties shall cooperate in preparing and releasing an announcement relating to this Agreement within fourteen (14) days after execution. The parties may disclose the existence of this Agreement to third parties, including whether a product is licensed herein...

  • Page 138
    .../s/ CRAIG R. BARRETT Craig R. Barrett Executive Vice President, Chief Operating Officer December 20, 1995 Date ADVANCED MICRO DEVICES, INC. By: /s/ RICHARD PREVITE Richard Previte President, Chief Operating Officer December 20, 1995 Date 15 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 139
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 140
    ...the Contract for Transfer of the Right to the Use of the Land in the Singapore Suzhou Township between China-Singapore Suzhou Industrial Park Development Co., Ltd. and Advanced Micro Devices (Suzhou) Limited. WITNESS the signature of the undersigned this 5th day of March, 1996. --/s/ Thomas M. McCoy...

  • Page 141
    Dated December 1995 CHINA-SINGAPORE SUZHOU INDUSTRIAL PARK DEVELOPMENT C0., LTD. And ADVANCED MICRO DEVICES (SUZHOU) LIMITED CONTRACT FOR TRANSFER OF THE RIGHT TO THE USE OF THE LAND IN THE SINGAPORE-SUZHOU TOWNSHIP Contract No: 1I0018 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 142
    ... FOR THE RIGHT TO THE USE OF 2,927,777 SQUARE METRES OF LAND ISSUED BY THE LAND ADMINISTRATION BUREAU OF THE MUNICIPALITY OF SUZHOU, THE PROVINCE OF JIANGSU LAND USE CONDITIONS PAYMENT OF LAND PRICE GUARANTEE TO BE GIVEN BY ADVANCED MICRO DEVICES, INC. RESULTS OF SOIL TESTS CONDUCTED BY PARTY...

  • Page 143
    ..., The People's Republic of China Name Position Nationality : : : Lim Chee Onn Chairman Singapore Place of Registration Legal Address : : Legal Representative : AND The Transferee Place of Registration Legal Address : : : Advanced Micro Devices (Suzhou) Limited (hereinafter referred to as "Party...

  • Page 144
    ... in accordance with the provisions of this Contract. Party B shall purchase with valuable consideration and accept the transfer of the right to the use of the Land Parcel from Party A in accordance with the provisions of this Contract. 1.2 1.3 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 145
    ... 38 except where the obligations relate to the Land Use Conditions. 2.2 2.3 2.4 2.5 Except for obligations relating to the Land Parcel, Party B does not assume Party A's obligations under the Assignment Contract to develop other parts of the SIP. Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 146
    ... and shall continue to be payable by Party B until: (a) such time as the unpaid instalment is paid; or (b) the date of issue of the notice to terminate this Contract given by Party A pursuant to Clause 3.5.1(a)(i) or Clause 3.6(a). 3.2 3.3 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 147
    ... instalment or penalty (including Saturdays, Sundays and public holidays) and thirty (30) days' notice in writing has been given to AMD and AMD had not made the required payment before the expiry of the said notice, without prejudice to any other rights or 3.5,3 3.6 Source: ADVANCED MICRO DEVIC...

  • Page 148
    ... breach of this Contract by Party B. 3.7 Party B shall make payment to SIPAC of the fee for the use of the Land Parcel at the rate as stipulated by SIPAC from time to time. Party B shall make a one time payment of this fee. MATTERS RELATING TO TRANSFER AND REGISTRATION CHAPTER 4 4.1 Party A shall...

  • Page 149
    ... of the Land Parcel; (b) execute such work as may be required to be done in respect of the state and condition of the Land Parcel. 5.3 Party A shall cause to be constructed up to the boundary of the Land Parcel electrical power supply cable, town gas pipe, sewer pipe, water pipe and access road in...

  • Page 150
    ... but not limited to turning on fees, engineering fees, increased capacity fees and all such other fees payable for the supply of all such electricity, town gas, water and other utility supplies to the Land Parcel. Party A shall use reasonable efforts in assisting Party B in its application to the...

  • Page 151
    ...Republic of China Advanced Micro Devices, Inc. One AMD Place P.O. Box 3453, Mail Stop 68 Sunnyvale, CA 94088-3453, U.S.A. Attention: Thomas Michael McCoy, Secretary Facsimile Number: (408) 774 7002 : : : China-Singapore Suzhou Industrial Park Development Co., Ltd. Chief Executive Officer 128 Zhu Hui...

  • Page 152
    ... or public holiday, it shall be deemed to have been received on the next following working day. APPLICABLE LAW AND DISPUTE RESOLUTION 7.3 CHAPTER 8 8.1 The execution, validity, interpretation and performance of this Contract and the resolution of any dispute arising from or in relation to this...

  • Page 153
    ... any other third party who replaces Party B under this Contract to acquire or assume any rights, interests or obligations other than those expressly assigned to and assumed by Party B under the terms of this Contract or those as required by law. Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 154
    ... upon the occurrence of any of the following events which directly or indirectly impedes the due performance of this Contract, namely : (a) (b) riot or civil commotion: strike or lockout or any other industrial action by workers or employees; Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 155
    ... or delay or any competent regulatory authority to approve Party A's right to construct the Public Basic Infrastructure or any part thereof the respective obligations of the parties hereto under this Contract shall be suspended during the continuance or any of the aforesaid events and neither party...

  • Page 156
    ...[LOGO OF CHINA-SINGAPORE SUZHOU INDUSTRIAL PARK DEVELOPMENT CO., LTD. APPEARS HERE] /S/ SIGNATURE APPEARS HERE /S/ SIGNATURE APPEARS HERE SIGNED by Clyde Charles Stiteler: the authorised representative of ADVANCED MICRO DEVICES (SUZHOU) LIMITED for and on behalf of ADVANCED MICRO DEVICES (SUZHOU...

  • Page 157
    Annexure 1 LAND SURVEY PLAN FOR THE LAND PARCEL Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 158
    Urban Survey Data Urban Survey Team, Suzhou City Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 159
    Table of the Border Point Survey Lot Name: SuperMicro Semiconductor (Suzhou) Co., Ltd. 07/07/1995 Border Point Number X Y S 1 44050.51 58511.46 116. 36 2 44051.41 58531.41 28. 32 3 44047.97... 20 43736.09 55724.79 5.16 21 43735.40 59699.59 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 160
    ...Lot Name: SuperMicro Semiconductor (Suzhou) Co., Ltd. 07/07/1995 Border Point Number X Y S 21 43735.41 58699.69 40.30 22 43735.27 59659.38 15.40 23 43731.72 58644.40 85.93 24 43732.44 58558.45 322.09 25 44030.51 58314.46 Surface Area: 59090.21 Square Meters Source: ADVANCED MICRO DEVIC, 10...

  • Page 161
    Map showing parcel of land in Suzhou, China has been omitted. Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 162
    ANNEXURE 2 CONTRACT FOR THE ASSIGNMENT OF THE RIGHT TO THE USE OF THE STATE-OWNED LAND IN THE SUZHOU INDUSTRIAL PARK Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 163
    ... OF THE MUNICIPALITY OF SUZHOU THE PROVINCE OF JIANGSU, THE PEOPLE'S REPUBLIC OF CHINA AND CHINA-SINGAPORE SUZHOU INDUSTRIAL PARK DEVELOPMENT CO., LTD CONTRACT FOR THE ASSIGNMENT OF THE RIGHT TO THE USE OF THE STATE-OWNED LAND IN THE SUZHOU INDUSTRIAL PARK Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 164
    ... 2 Party A shall assign the right to the use of the land in accordance with the law and the provisions of this Contract. The ownership of the land belongs to The People's Republic of China. The underground resources, objects buried underground 1 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 165
    ...of the land. "Masterplan" means the masterplan on the use of the land, and the development and construction within the first phase of development of the Suzhou Industrial Park as approved by the government of China. 2 CHAPTER 2 Clause 4 2. 3. Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 166
    ... and the Detailed Plan. "Public and Social Amenities" means the amenities for serving residential districts including inter alia creches, nurseries, schools and amenities for health, environmental protection and landscaping: large scale amenities for servicing the entire Suzhou Industrial Park for...

  • Page 167
    ... in stages to Party B. In the event that Party A is unable, due to special circumstances, to deliver the land to Party B in accordance with the stipulated time, Party B hereby agrees to reach a proper resolution by negotiations with Party A. 4 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 168
    ... Right to the Use of the Land". In the event that the user of the land desires to change the use of the land stipulated in Clause 8 of this Contract and the "Terms and Conditions of the Right to the Use of the Land" 5 Clause 9 Clause 10 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 169
    ... States Dollars Ninety-Two Million (US$92,000,000). Upon the signing of this Contract by the Parties, Party B shall, within 7 days thereof, pay to Party A 15% of the total fee for the assignment of the right to the use of the land calculated at 6 Clause 12 Clause 13 Source: ADVANCED MICRO DEVIC...

  • Page 170
    ...the use of the land.) Within 60 days of the granting of approval of this Contract by the State, Party B shall pay to Party A another 30% of the total fee for the assignment of the right to the use of the land calculated at United States Dollars Twenty-Two Million One Hundred Eighty-Five Thousand Two...

  • Page 171
    ... the year of 1994 shall be United States Dollars Seven and Cents Twenty (US$7.20) per square metre and such standard shall, commencing in the year of 1995, increase at a yearly progressive rate of 12%. In the event that such fee is paid yearly, Party B shall pay to Party A such fee before the 30th...

  • Page 172
    ..., supplying power and water, by Party B, in accordance with the Masterplan, Party B may have the right to transfer the balance of the tenure of the right to the use of the land in a Land Plot within the Land Parcel under this Contract (including the sale, exchange or gift thereof). In the event that...

  • Page 173
    ... pay tax for any appreciation in value of such land. Upon the transfer of the right to the use of the land and the coming into effect of the contract for such transfer, the rights, interests and obligations which are set cut in this Contract and 10 Clause 20 Clause 21 Source: ADVANCED MICRO DEVIC...

  • Page 174
    ... 15 days of the execution of such contract for lease, jointly complete the formalities for the relevant registration with Party A. and the lessee receives a "Certificate for the Leasing Out of the Right 11 CHAPTER 7 Clause 23 Clause 24 Clause 25 Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 175
    ...15 days of the execution of such contract for mortgage, forward to Party A the notarised original copies of such contract for mortgage and the promissory note or loan agreement in relation to the mortgage, and the relevant annexes, and complete the formalities for the registration of the mortgage of...

  • Page 176
    ... In the event that the formalities for such de-registration are not commenced within 30 days of the expiration of the tenure of use of the land, Party A shall, in accordance with the stipulations, de-register the right to the use of the land. 13 CHAPTER 9 Clause 30 Source: ADVANCED MICRO DEVIC, 10...

  • Page 177
    ... and again complete the formalities for the registration of the right to the use of the land. Under special circumstances during the term of this Contract, Party A may, in the public interests, withdraw, in accordance with legal procedures, the right to the use of part of the land in a Land Plot of...

  • Page 178
    ... provided in this Contract for a period of 60 days, Party A shall be entitled to terminate this Contract and withdraw all or any part of the right to the use of the land in the assigned Land Parcel. Any payment of the fee for the 15 Clause 36 Clause 37 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 179
    ... this Contract may, in accordance with the circumstances, be appropriately extended. In the event that Party A disagrees with such extension or where Party B fails, within the stipulated time. To submit to Party A the application for such extension and 16 Clause 39 Source: ADVANCED MICRO DEVIC, 10...

  • Page 180
    .... In the event that Party B fails to pay such sum within the period stipulated by such notice, Party B shall, commencing on the date on which such payment should have been made, pay a penalty for late payment per day which shall be calculated as follows : 17 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 181
    .... The correspondence addresses of the Parties are as follows : Assignor Address of Legal Representative: 116 Zhu Hui Road, the Municipality of Suzhou, the Province of Jiangsu Postal Code : 215006 Telephone Number : 529 3875 Telegram Registered Number : 18 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 182
    ...14 SUPPLEMENTAL PROVISIONS Clause 45 Upon the execution by the legal representatives (or authorised representatives) of the Parties and the approval of the State Council of The People's Republic of China, this Contract shall come into effect. 19 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 183
    ... B: China-Singapore Suzhou Industrial Park Development Co., Ltd. Legal Representative: Clause 47 Party A: The Land Administration Bureau of the Municipality of Suzhou, the Province of Jiangsu, The People's Republic of China Legal Representative; 6th December 1994 20 Source: ADVANCED MICRO DEVIC...

  • Page 184
    ANNEX TERMS AND CONDITIONS OF THE RIGHT TO THE USE OF THE LAND Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 185
    PLAN 1 PLAN OF THE BOUNDARIES DEMARCATING THE ENTITLEMENT TO THE RIGHT TO THE USE OF THE LAND Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 186
    ... Public Basic Infrastructure The Development Company shall be responsible for the construction of the Public Basic Infrastructure in the assigned Land Parcel in relation to road networks, pipelines for water, gas, sewage and heating, navigation 2 2. 3. 4. 5. 4 1. Source: ADVANCED MICRO DEVIC...

  • Page 187
    ... of the approved development and construction plan. In the event that there are special circumstances which require any change in the progress of construction, the Development Company and SLAB shall, after friendly negotiations, make proper arrangements therefor. 3 Source: ADVANCED MICRO DEVIC, 10...

  • Page 188
    ... or the demolition of such buildings or structures. Any refusal to execute such order may result in the compulsory enforcement in accordance with the law and the expenses incurred for such enforcement shall be paid by the offender concerned. 4 3. 4. Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 189
    ... permission. In the event that any boundary marker is damaged or moved, SLAB shall be notified in time for the re-establishment of such boundary marker. Any expense incurred in relation to such re-establishment shall be paid by the Development Company. Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 190
    PLAN 2 PLAN OF THE GEOGRAPHICAL LOCATION OF THE LAND PARCEL Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 191
    ... THE MUNICIPALITY OF SUZHOU THE PROVINCE OF JIANGSU, THE PEOPLE'S REPUBLIC OF CHINA AND CHINA-SINGAPORE SUZHOU INDUSTRIAL PARK DEVELOPMENT CO. LTD CONTRACT FOR THE ASSIGNMENT OF THE RIGHT TO THE USE OF THE STATEOWNED LAND IN THE SUZHOU INDUSTRIAL PARK Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 192
    17 ANNEXURE 3 LAND USE CERTIFICATE FOR THE RIGHT TO THE USE OF 2,927,777 SQUARE METRES OF LAND ISSUED BY THE LAND ADMINISTRATION BUREAU OF THE MUNICIPALITY OF SUZHOU, THE PROVINCE OF JIANGSU Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 193
    ... (5) Height of the Building: Maximum/Average floors; (6) (7) Green Belt rate of (Not Applicable The construction and design applied within the Land Parcel shall comply with the existing standards of construction and design stipulated by the PRC. Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 194
    19 3. PUBLIC PROJECT 3.1 Water supply and electricity supply The land user shall bear the cost of water and electricity connections and that for road construction. 4. DESIGN, CONSTRUCTION AND COMPLETION 4.1 The building design and purpose within the Land Parcel shall comply with the requirements of ...

  • Page 195
    ... reel), cables, wires and the location of other facilities on the Land Parcel and those of the neighbouring land, and shall submit the plan relating thereto to the relevant departments. The land user shall not commence work before obtaining approval. The land user shall bear all cost of rerouting...

  • Page 196
    ..., altered or reconstructed building (as the case may be). In the event of non-compliance to reinstate or demolish the building, the relevant department shall have the right to enforce its order. All expenses shall be borne by the land user. 6.4 Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 197
    ... equal to 50% of the Land Price; within fourteen (14) days after the date of issue of Party A's notice notifying Party B that the installation of electrical power supply cable, town gas pipe, sewer pipe and water pipe in accordance with the terms of this Contract has been completed, a sum equal to...

  • Page 198
    ... TO BE GIVEN BY ADVANCED MICRO DEVICES, INC THIS GUARANTEE is issued on BY:ADVANCED MICRO DEVICES INC., a corporation duly organised under the laws of the State of Delaware and having its registered office at One AMD Place, P.O. Box 3453, Sunnyvale, California 94088-3453, U. S. A. hereinafter...

  • Page 199
    ...CSSD immediately upon first demand given by CSSD to the Guarantor without requiring CSSD to take any further step in relation to the Company except that CSSD agrees to give the Guarantor written notice that the Company has failed to pay any 2.2 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 200
    ... its related security document or any security or other guarantee or indemnity, (3) the making or absence of any demand on the Company or any other person for payment, (4) the enforcement or absence of enforcement of the Contract or of any security or other guarantee or indemnity, (5) the release of...

  • Page 201
    ... in United States Dollars, in United States Dollars in immediately available and freely transferable funds, not later than 10 a.m. (Suzhou time) on the due...a judgment or order of a court or tribunal of any jurisdiction, in the dissolution of the Source: ADVANCED MICRO DEVIC, 10-K405, March 21, ...

  • Page 202
    ...usual practice, to purchase with the amount ...action, shall apply irrespective of any indulgence granted by CSSD and shall continue in full force and effect despite any judgment, order...person on its behalf) is required by law...the Guarantor shall pay any such ...ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 203
    ...Contract to pay the Secured Sum or any part thereof and its obligations hereunder will constitute direct, unconditional and general obligations of the Guarantor; the execution, delivery and performance by it of this Guarantee and the transactions contemplated hereby will not exceed any power granted...

  • Page 204
    ... no delay on its part in exercising, any right or remedy under this Guarantee will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the 7. 9.2 9.3 9.4 10. Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 205
    ... a party addressed as follows:To the Guarantor: Advanced Micro Devices, Inc. One AMD Place P.O. Box 3453, Mail Stop 68 Sunnyvale, CA 94088-3453, U.S. A. Attention: Thomas Michael McCoy, Secretary Facsimile: (408) 774 7002 To CSSD: China-Singapore Suzhou Industrial Park Development Co., Ltd. 128 Zhu...

  • Page 206
    ... Singapore (or, such other person in Singapore as the Guarantor may propose to and agreed by CSSD in writing from time to time) to receive, for the Guarantor and on its behalf, service of process in any Proceedings in Singapore. Such service shall be deemed completed on delivery to the process agent...

  • Page 207
    32 ANNEXURE 7 RESULTS OF SOIL TESTS CONDUCTED BY PARTY B Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 208
    32-1 AMD Suznou Sail Analysis Summary Sheet 1 from Keller & Gannon Final Report dated May 1995 Units = mg/kg Sample Location Compund Methamidophos Dimethoate Parathion-meth Nitrofen Cypermethrin alpha -HCH gamma -HCH pp'-DDE Org. C(%) Zn Ni Cu Pb Cr Cd As Hg Co Ag Mo TPH K1 K2 K3 G3 G7 G4 G6 ...

  • Page 209
    Map accompanying annexure 7 of the property in Suzhou, China has been omitted. Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 210
    33 ANNEXURE 8 DESIGN SPECIFICATIONS OF PUBLIC BASIC INFRASTRUCTURE WATER PIPE The water pipe serving the Land Parcel shall have a capability of delivering 965 cu metres of water per day. ELECTRICITY SUPPLY CABLE The electrical power supply cable serving the Land Parcel shall have a capability of ...

  • Page 211
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 212
    ... MICRO DEVICES, INC. STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS Three Years Ended December 31, 1995 (Thousands except per share) PRIMARY Weighted average number of common shares outstanding during the year...Incremental common shares attributable to shares issuable under employee stock plans...

  • Page 213
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 214
    [LOGO OF AMD APPEARS HERE] 1995 ANNUAL REPORT Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 215
    ..., flash memories, programmable logic devices, and circuits for telecommunications and networking applications. AMD has sales offices worldwide and has manufacturing facilities in Sunnyvale, California; Austin, Texas; Bangkok, Thailand; Penang, Malaysia; Singapore; and Aizu-Wakamatsu, Japan. AMD was...

  • Page 216
    ... 3.02 2.92 394,452 1,735,265 582,944 215,984 279,984 13.1% 19.8 7.5% 11,793 348,277 300,521 2.85 2.81 475,032 2,100,128 645,237 262,501 397,555 16.4% 15.7 11.5% 12,730 [BAR CHARTS APPEAR HERE] Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 217
    .... Microsoft(R) Windows(R)-compatible microprocessors are our strategic thrust in this market. AMD has a singular opportunity in the PC market, where intellectual property requirements impose high barriers to market entry and limit the number of major Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 218
    ... market share. During the past year we took action on all fronts to fortify our position as the only credible challenger to Intel in Windows-compatible microprocessors. We achieved a successful startup at our new megafab for microprocessors and advanced logic products -- Fab 25 in Austin, Texas...

  • Page 219
    ... our core competency in advanced microprocessor design and acquiring a sixth-generation microprocessor design in an advanced stage of development. With this design, the AMD-K6(TM) microprocessor, we expect to have--for the first time in our history--microprocessor products competitive with Intel...

  • Page 220
    ... continued to win customer acceptance. We successfully started production at our Fujitsu AMD Semiconductor Limited (FASL) joint-venture megafab at Aizu-Wakamatsu, Japan, and rapidly ramped production. By year-end AMD had achieved a 30 percent market share with demand outstripping capacity...

  • Page 221
    ... uncertainties, including those discussed in the Company's Form 10-K for the fiscal year ended December 31, 1995, as filed with the Securities and Exchange Commission, that could cause actual results to differ materially from those projected Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 222
    ... of Income Consolidated Balance Sheets Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Ernst & Young LLP, Independent Auditors Supplementary Financial Data Financial Summary Corporate Directory Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 223
    ... in product mix resulting in higher average selling prices. Prices may decline in 1996 due to increased competition. The company plans to continue to meet projected long-term demand for Flash memory devices primarily through its manufacturing joint venture, Fujitsu AMD Semiconductor Limited (FASL...

  • Page 224
    - -------------------------------------------------------------------------------- Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 225
    ... as an end user in various derivative markets to manage its exposure to interest and foreign currency exchange rate fluctuations. The counterparties to the company's foreign exchange forward contracts and interest rate swaps consist of a number of major, high credit quality, international financial...

  • Page 226
    - -------------------------------------------------------------------------------- Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 227
    ... the company's microprocessor and Flash memory products, the company's ability to access external sources of capital, and such risks and uncertainties detailed from time to time in the company's SEC reports and filings, including the Form 10-K for the 1995 fiscal year and the Registration Statement...

  • Page 228
    ...users of integrated circuits, such as manufacturers of computers, telecommunications equipment, and consumer electronics. The company competes for integrated circuit market share with, among others, Intel, Texas Instruments, Motorola, IBM, National Semiconductor Corporation, Philips, Nippon Electric...

  • Page 229
    ...to produce limited volumes of NexGen products for sale to third parties could reduce the potential market for NexGen products produced by the company, the profit margin achievable with respect to such products, or both. The company has entered into a number of licenses and cross-licenses relating to...

  • Page 230
    ... income (loss) of joint venture Net income Preferred stock dividends Net income applicable to common stockholders Net income per common share: Primary Fully diluted Shares used in per share calculation: Primary Fully diluted See accompanying notes Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 231
    ... 1,000,000 shares authorized; 345,000 shares issued and 344,862 shares outstanding in 1994 Common stock, par value $.01; 250,000,000 shares authorized; 104,519,457 shares issued and outstanding in 1995 and 95,417,383 in 1994 Capital in excess of par value Retained earnings Total stockholders' equity...

  • Page 232
    ... Accrual for litigation settlement Net (gain) loss on sale of property, plant, and equipment Write-down of property, plant, and equipment Gain realized on sale of available-for-sale securities Compensation recognized under employee stock plans Undistributed (income) loss of joint venture Changes in...

  • Page 233
    ... manufacturing facilities in the U.S. and Asia, and sales offices throughout the world. Focusing on the personal and networked computing and communications markets, AMD is a global company that derives more than half of its revenues from international sales, mainly in Europe and Asia. The company...

  • Page 234
    ... into in order to manage financial market risk, including interest rate and foreign exchange risk. The notional values, carrying amounts, and fair values are tabled below. Foreign exchange forward contracts. The company enters into foreign exchange forward contracts to buy and sell currencies as...

  • Page 235
    ... TO CONSOLIDATED FINANCIAL STATEMENTS Foreign currency options. The joint venture (FASL) investments are denominated in yen, and therefore, are subject to exposure due to fluctuations in yen exchange rates. Thus, the company hedges its exposures on certain firm commitments relating to the FASL...

  • Page 236
    ... $ 70,551 $ 95,342 Municipal notes and bonds 52,256 Corporate notes 37,898 101,850 Treasury notes 54,933 44,877 Commercial paper 46,656 14,442 Money market auction preferred stocks 114,999 36,700 Total short-term investments $377,293 $293,211 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 237
    ..., if deemed necessary. Bad debt expenses have not been material. The counterparties to the agreements relating to the company's foreign exchange and interest rate instruments consist of a number of major, high credit quality, international financial institutions. The company does not believe that...

  • Page 238
    ... developments, evolving industry standards, changes in customer requirements, frequent new product introductions and enhancements, and short product life cycles. The market for microprocessors and Flash memory devices is primarily dependent upon the market for personal computers. From time to time...

  • Page 239
    ...100,128 ========== NOTE 7 SERIAL PREFERRED STOCK In March 1987, the company sold 345,000 shares of Convertible Exchangeable Preferred Stock, $.10 par value. Dividends were payable quarterly in arrears at an annual rate of $30 per share (6 percent) cumulative from the date of original issue. The...

  • Page 240
    ...CONSOLIDATED FINANCIAL STATEMENTS were surrendered for conversion which resulted shares of the company's common stock. Pursuant March 14, 1995, the company sold 28,518 shares institutions and used the proceeds to fund the preferred stock which were not converted. NOTE 8 STOCKHOLDER RIGHTS PLAN in...

  • Page 241
    ... allowance for deferred tax assets, attributable to stock option deductions, were credited to equity upon realization in 1994. Pretax income from foreign operations was $60.6 million in 1995, $45.7 million in 1994, and $40.0 million in 1993 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 242
    ...holidays was an increase in net income of approximately $6.2 million ($0.06 per share) in 1995. NOTE 10 DEBT The company has certain debt agreements that contain provisions regarding restrictions on cash dividends, maintenance of specified working capital and net worth levels, and specific financial...

  • Page 243
    ... a floating interest rate that resets on the one, two, three, or six month LIBOR and requires quarterly interest payments with the principal to be paid at the end of the term in 1998. The interest rate on the loan at December 31, 1995 was 7.06 percent Source: ADVANCED MICRO DEVIC, 10-K405, March...

  • Page 244
    ... action offset by an $18 million gain resulting from an award of damages in the arbitration proceedings with Intel. Also included in other income (loss) for all years presented is the net gain (loss) on the sale of assets. NOTE 12 FOREIGN AND DOMESTIC OPERATIONS Source: ADVANCED MICRO DEVIC...

  • Page 245
    ... for personal and networked computation and communications. Operations outside the United States include both manufacturing and sales. Manufacturing subsidiaries are located in Malaysia, Singapore, and Thailand. Sales subsidiaries are in Europe and Asia. The following is a summary of operations...

  • Page 246
    ... of the fair market value at specified dates. At December 31, 1995, 6,723 employees were eligible to participate in the plan and 482,182 common shares remained available for issuance under the plan. A summary of stock purchased under the plan is shown below. Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 247
    ...purchase price $10,873 $8,115 $6,413 Shares purchased 467 412 387 Employee participants 2,720 1,941 1,684 Profit sharing program. The company has a profit sharing program to which the Board of Directors has authorized semiannual contributions. Profit sharing contributions were $44.7 million in 1995...

  • Page 248
    ... required to pay Intel minimum non-refundable royalties during the years 1997 through 2000. NOTE 15 INVESTMENT IN JOINT VENTURE In 1993, the company and Fujitsu Limited established a joint venture, Fujitsu AMD Semiconductor Limited (FASL), to manufacture Flash memory devices. The company's share of...

  • Page 249
    ... $ (32,203) (32,293) $ (1,772) (1,772) Dec. 31, 1995 and Dec. 25, 1994 (Unaudited) (Thousands) 95 94 Current assets Non-current assets Current liabilities Non-current liabilities $161,810 326,252 107,524 284 $ 10,907 263,380 29,362 60 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 250
    ...Site Clean-up Requirements Orders from the California Regional Water Quality Control Board, San Francisco Bay Region (RWQCB) relating to the three sites. One of the orders named the company as well as TRW Microwave, Inc. and Philips Semiconductors Corporation. Another of the orders named the company...

  • Page 251
    ... stock of AMD for each outstanding share of the common stock of NexGen. The company expects to issue approximately 33.6 million shares of common stock to the holders of NexGen common stock, options, rights to purchase under the employee stock purchase plan, and warrants. Pursuant to the merger, AMD...

  • Page 252
    ... of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP San Jose, California January 9, 1996, except for note 18, as to which the date is January 17, 1996 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 253
    SUPPLEMENTARY financial data 1995 and 1994 by Quarter (Unaudited) Dec. 31, Oct. 1, July 2, Apr. 2, Dec. 25, Sept. 25, June 26, Mar. 27, (Thousands except per share amounts) 95 95 95 95 94 94 94 94 Net sales Expenses: Cost of sales Research and development Marketing, general, and administrative $...

  • Page 254
    ... portion Total assets AMD's common stock (symbol AMD) is listed on the New York Stock Exchange. The company has never paid cash dividends on common stock and has no present plans to do so. The number of stockholders of record at January 28, 1996 was 10,008. Source: ADVANCED MICRO DEVIC, 10...

  • Page 255
    ...President, Operations S. Atiq Raza Corporate Vice President and Chief Technical Officer, AMD Stanley Winvick Senior Vice President, Human Resources Stephen Zelencik Senior Vice President and Chief Marketing Executive Thomas M. McCoy Vice President, General Counsel and Secretary GROUP VICE PRESIDENTS...

  • Page 256
    ... Vice President, Manufacturing Services Division David Chavoustie Vice President and General Manager, Embedded Processor Division Susan T. Daniel Vice President, Human Resource Operations James Doran Vice President, Technical Operations Curt Francis Vice President, Corporate Planning and Development...

  • Page 257
    ... Danne Smith Vice President, Corporate Quality Tom Stites Vice President, Communications TRANSFER AGENT AND REGISTRAR The First National Bank of Boston P.O. Box 644 Boston, Massachusetts 02102 LEGAL COUNSEL Bronson, Bronson & McKinnon 505 Montgomery Street San Francisco, California 94111-2514...

  • Page 258
    ... phone number. For other investor-related information, interested parties should contact the Investor Relations Department at (408) 749-3127. Manufacturing Facilities Aizu-Wakamatsu, Japan Austin, Texas Bangkok, Thailand Penang, Malaysia Singapore Sunnyvale, California Source: ADVANCED MICRO DEVIC...

  • Page 259
    AMD One AMD Place P.O. Box 3453 Sunnyvale, California 94088-3453 (C) Advanced Micro Devices, Inc., 1996 Printed in U.S.A. AMD-90264 RKD-AL- 130K-3/96-0 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 260
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 261
    .... AMD Corporation AMD Far East Ltd. AMD International Sales and Service, Ltd. NSI _____ (1) (2) (3) (4) (5) Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary of of of of of AMD Holdings (Singapore) Pte. Ltd. Advanced Micro Devices Sdn. Bhd. Advanced Micro Devices Export Snd. Bhd. Advanced Micro...

  • Page 262
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 263
    ...Note 18, as to which the date is January 17, 1996, included in the 1995 Annual Report to Stockholders of Advanced Micro Devices, Inc. Our audits also included the financial statement schedule of Advanced Micro Devices, Inc. listed in Item 14(a). This schedule is the responsibility of the Corporation...

  • Page 264
    ...herein by reference, and our report included in the preceding paragraph with respect to the financial statement schedule included in this Annual Report (Form 10-K) of Advanced Micro Devices, Inc. ERNST & YOUNG LLP March 18, 1996 San Jose, California 2 Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 265
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 266
    ... Burkett, and each of 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...

  • Page 267
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996

  • Page 268
    ... 1,298,876 1,298,876 782,571 0 707 378,333 112,738 300,521 0 0 0 300,521 2.85 2.81 _____ Created by 10KWizard www.10KWizard.com Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 1996