AMD 1998 Annual Report Download

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FORM 10-K
ADVANCED MICRO DEVICES INC - amd
Filed: March 29, 1999 (period: December 27, 1998)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    FORM 10-K ADVANCED MICRO DEVICES INC - amd Filed: March 29, 1999 (period: December 27, 1998) Annual report which provides a comprehensive overview of the company for the past year

  • 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 SCHEDULES, AND REPORTS ON FORM 8-K SIGNATURES ITEM 14...

  • Page 3
    EX-13 (ANNUAL REPORT) EX-21 (LIST OF SUBSIDIARIES) EX-24 (POWER OF ATTORNEY) EX-27 (FINANCIAL DATA SCHEDULE)

  • 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 (I.R.S. Employer...

  • Page 5
    ... registered trademarks or trademarks of Microsoft Corporation. Pentium is a registered trademark and Celeron is a trademark of Intel Corporation. Other terms used to identify companies and products may be trademarks of their respective owners. 2 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 6
    ... in our other Securities and Exchange Commission reports and filings. General Advanced Micro Devices, Inc. was incorporated under the laws of Delaware on May 1, 1969. Our mailing address and executive offices are located at One AMD Place, Sunnyvale, California 94086, and our telephone number is (408...

  • Page 7
    ...or software which controls the system. In 1981, IBM introduced its first PC containing a microprocessor based upon the x86 instruction set developed by Intel Corporation and utilizing the Microsoft(R) Corporation MS-DOS(TM) operating system. As circuit design and very large scale integration process...

  • Page 8
    ... end-product system. Although ASICs can be manufactured to perform customized functions, they generally involve relatively high initial design, engineering and manufacturing costs and significant design risks, and may increase an end-product's time to market. As a result, ASICs are generally limited...

  • Page 9
    ... Corporation. Computation Products Group CPG products ($1,257 million, or 50 percent, of our 1998 net sales) include microprocessors and core logic products, with the majority of CPG's net sales being derived from Microsoft Windows compatible microprocessors which are used primarily in PCs. In 1998...

  • Page 10
    ...manufacturers have lost significant market share to Intel. In addition, these companies produce chipsets, motherboards, BIOS software and other components to support each new generation of Intel's microprocessors only if Intel makes information about its products available to them in time to address...

  • Page 11
    ... than the market for Flash memory devices, will continue to decline as EPROMs are replaced in various applications by Flash memory devices. Communications Group Communications Group products ($519 million, or 20 percent, of our 1998 net sales) include telecommunication products, networking and input...

  • Page 12
    ..., of our 1998 net sales) include both complex and simple, high performance CMOS (complementary metal oxide semiconductor) PLDs. PLDs are standard products purchased by system manufacturers in an unprogrammed or blank state, which can be programmed by each system manufacturer to perform a variety of...

  • Page 13
    ... is based on: . performance; . product quality and reliability; . price; . adherence to industry standards; . software and hardware compatibility; . marketing and distribution capability; . brand recognition; . financial strength; and . ability to deliver in large volumes on a timely basis. In each...

  • Page 14
    ..., and in 1998 we installed equipment in the building and began testing. We also have foundry arrangements for the production of our products by third parties. Our current assembly and test facilities are described in the chart set forth below: Facility Location Penang, Malaysia...Bangkok, Thailand...

  • Page 15
    ... are collaborating in developing manufacturing processes and designing Flash memory devices for FASL. The right of each company to use the licensed intellectual property of the other with respect to certain products is limited both in scope and geographic areas. For instance, AMD and Fujitsu have...

  • Page 16
    ... networking devices may be subject to variable royalty payment provisions. Marketing and Sales Our products are marketed and sold under the AMD trademark. We employ a direct sales force through our principal facilities in Sunnyvale, California, and field sales offices throughout the United States...

  • Page 17
    ... royalty-bearing for our products that use certain Intel technologies. We are required to pay Intel minimum non-refundable royalties during the years 1997 through 2000. In addition, we have entered into numerous cross-licensing and technology exchange agreements with other companies under which they...

  • Page 18
    ... of land in Sunnyvale, California (One AMD Place). The lease term ends in December 2018. In 1993, we entered into a lease agreement for approximately 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...

  • Page 19
    ... and signed in the first quarter of 1999 that protects Vantis from this case being refiled against it. 5. Ellis Investment Co., Ltd. v. Advanced Micro Devices, Inc., et al. (Case No. C-99-01102-BZ, N.D. Cal.). This class action complaint was filed against AMD and an individual officer of AMD on...

  • Page 20
    ... the New York Stock Exchange. The information regarding market price range, dividend information and number of holders of our common stock appearing under the captions "Supplementary Financial Data" and "Financial Summary" on pages 46 and 47 of our 1998 Annual Report to Stockholders is incorporated...

  • Page 21
    ... deemed to be filed as part of this report. Without limiting the foregoing, the information under the captions "Board Compensation Committee Report on Executive Compensation" and "Performance Graphs" in our 1999 Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K. 18...

  • Page 22
    ... Index to Exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. The following is a list of such Exhibits: Exhibit Number - ------2.1 Description Of Exhibits Agreement and Plan of Merger dated October 20, 1995, as amended, between AMD and NexGen, Inc...

  • Page 23
    ... May 8, 1998, is hereby incorporated by reference. Officers' Certificate, dated as of May 8, 1998, filed as Exhibit 4.2 to AMD's Current Report on Form 8-K dated May 8, 1998, is hereby incorporated by reference. 20 4.2(b) 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 Source: ADVANCED MICRO DEVIC, 10...

  • Page 24
    ... incorporated 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 AMD's Annual Report on Form...

  • Page 25
    ... officers of Monolithic Memories, Inc., filed as Exhibit 10.22 to AMD's Annual Report on Form 10-K for the fiscal year ended December 27, 1987, is hereby incorporated by reference. Form of Management Continuity Agreement, filed as Exhibit 10.25 to AMD's Annual Report on Form 10-K for the fiscal year...

  • Page 26
    ..., dated as of December 22, 1998, between AMD and Delaware Chip LLC. *10.28(a) AMD Executive Savings Plan (Amendment and Restatement, effective as of August 1, 1993), filed as Exhibit 10.30 to AMD's Annual Report on Form 10-K for the fiscal year ended December 25, 1994, is hereby incorporated by...

  • Page 27
    ... Use of Land between AMD (Suzhou) Limited and China-Singapore Suzhou Industrial Park Development Co., Ltd., filed as Exhibit 10.39 to AMD's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, is hereby incorporated by reference. *10.39 NexGen, Inc. 1987 Employee Stock Plan, filed...

  • Page 28
    ...February 6, 1998, among AMD Saxony Manufacturing GmbH, Dresdner Bank AG and Dresdner Bank Luxemborg S.A., filed as Exhibit 10.50(a-2) to AMD's Annual Report on Form 10-K/A (No.1) for the fiscal year ended December 28, 1997, is hereby incorporated by reference. Determination Regarding the Request for...

  • Page 29
    ... February 6, 1998, between AMD Saxony Holding GmbH and AMD Saxony Manufacturing GmbH, filed as Exhibit 10.50 (l-2) to AMD's Annual Report on Form 10-K for the fiscal year ended December 28, 1997, is hereby incorporated by reference. AMD Saxonia Research, Design and Development Agreement, dated as of...

  • Page 30
    ... exhibit on request and payment of AMD's reasonable expenses of furnishing such exhibit. (b) Reports on Form 8-K. A Current Report on Form 8-K dated October 23, 1998 reporting under Item 5-Other Events was filed announcing AMD's third quarter earnings. 27 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 31
    ... duly authorized. ADVANCED MICRO DEVICES, INC. Registrant /s/ Francis P. Barton By: _____ Francis P. Barton Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf...

  • Page 32
    ... or Notes thereto. With the exception of the information specifically incorporated by reference into Parts II and IV of this Annual Report on Form 10-K, our 1998 Annual Report to Stockholders is not to be deemed filed as part of this report. F-1 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 33
    ... date is March 12, 1999, included in the 1998 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 management of Advanced Micro Devices...

  • Page 34
    SCHEDULE II ADVANCED MICRO DEVICES, INC. VALUATION AND QUALIFYING ACCOUNTS Years Ended December 29, 1996, December 28, 1997 and December 27, 1998 Additions Charged (Reductions Balance Credited) Balance Beginning to End of of Period Operations Deductions(1) Period Allowance for doubtful accounts: ...

  • Page 35
    AMD-22315A Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 36
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 37
    EXHIBIT 4.2(b ADVANCED MICRO DEVICES, INC. ISSUER 11% Senior Secured Notes due 2003 _____ FIRST SUPPLEMENTAL INDENTURE Dated as of January 13, 1999 _____ United States Trust Company of New York TRUSTEE Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 38
    ...as of January 13, 1999, by and between Advanced Micro Devices, Inc., a Delaware corporation (the "Company"), and United States Trust Company of New York, as trustee (the "Trustee"). RECITALS -------A. Pursuant to that certain Indenture (the "Indenture"), dated as of August 1, 1996 by and between the...

  • Page 39
    ... that 100% of the net proceeds from such Initial Public Offering received by the Company or any of its Subsidiaries are in the form of cash and all such proceeds are applied in accordance with Section 4.10(a) hereof, or (II) to directors, officers, employees, consultants and advisors of the PLD...

  • Page 40
    ..., with or into any Person, provided the Company and the PLD Subsidiary or the Person surviving such a merger, sale, transfer, lease or other disposition shall enter into a new agreement substantially in the form of, or a written agreement affirming, the Wafer Fabrication Agreement by and between the...

  • Page 41
    ... be duly executed by their duly authorized officers and attested, all as of the day and year first above written. ADVANCED MICRO DEVICES, INC. By: /s/ Francis P. Barton Name: Francis P. Barton Title: Senior Vice President and Chief Financial Officer UNITED STATES TRUST COMPANY OF NEW YORK, as...

  • Page 42
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 43
    ... Development and License Agreement ("Agreement") is entered into as of October 1, 1998 (the "Effective Date"), by and between Advanced Micro Devices, Inc. and its Subsidiaries ("AMD"), a Delaware Corporation, with principal offices located at One AMD Place, P.O. Box 3453, Sunnyvale, California...

  • Page 44
    ...as confidential, including but not limited to, documents expressly designated as confidential, and information related to either party's manufacturing processes, products, employees, facilities, equipment, security systems, information systems, finances, product plans, marketing plans, suppliers, or...

  • Page 45
    ... uses steps or elements developed for and utilized in such Technologies. "Derivative Product" means a product that incorporates, in whole or in substantial part, a pre-existing design, or a modification of a pre-existing design, and which may add functionality or performance to a pre-existing design...

  • Page 46
    ...Product" means a product, production units of which were first distributed to customers prior to or no more than six (6) months after a Change of Control. "Executive Board of Directors" means the ultimate governance authority for the AMD-Motorola alliance. "Foundry" means a company that manufactures...

  • Page 47
    ...undergoes a Change of Control. 1.24. 1.25. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 5 Source: ADVANCED MICRO DEVIC, 10-K, March 29...

  • Page 48
    ... or a device smaller than a palmtop or PDA, nor does it include communications, transportation, set top box or consumer electronics applications. "Power PC Microprocessors" means microprocessors designed for the Personal Computing Environment and embedded applications utilizing the industry desktop...

  • Page 49
    ..." means a technical manager who is an employee of a party and is responsible for managing the day-to-day development effort of a Project as set forth in Section 2.4. "Test Technology Know How" means the methods and techniques provided to Motorola by AMD used to produce highly reliable flash products...

  • Page 50
    ... Microprocessors" means microprocessors designed for personal computers and servers compatible with X86 versions of Microsoft Corporation's Windows(R) operating systems, and utilizing the industry standard, X86 architecture and instruction sets. 1.38. 1.39. 2. Alliance Governance 2.1. Executive...

  • Page 51
    ... three (3) members representing AMD and three (3) members representing Motorola. No action may be taken at any meeting of the Executive Board of Directors in the absence of a quorum. Notwithstanding Section 2.1.3.1 above, in the event all of the members representing one of the Parties fail to attend...

  • Page 52
    ... appropriate books and records necessary to verify its Development Costs. Each party may upon reasonable notice and at its expense during normal business hours and not more than once each year have a Big 6 certified public accounting Page 10 3.2. Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 53
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document firm review the other party's books and records to verify the information contained in the royalty statements. In the event an audit reveals that a party over-reported Development Costs and paid less or ...

  • Page 54
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document (a) (b) Assessment of current Project schedule outlook in comparison to Milestones; Short description of technical problems, issues or roadblocks encountered and identification of technical decisions that...

  • Page 55
    ...to produce Power PC Microprocessors or Motorola 5.2. 5.3. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 13 Source: ADVANCED MICRO DEVIC...

  • Page 56
    ...(iii) only as part of such *****, (iii) (iv) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 14 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 57
    ... Technology, subject to AMD's rights in HIP6L. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 15 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 58
    ... as a part of such *****. (iii) (iv) (v) (vi) (vii) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 16 Source: ADVANCED MICRO DEVIC, 10...

  • Page 59
    ... commercial shipment of a product manufactured using HIP6L and without written approval, undertake ***** HIP6L ***** thereafter with respect to HIP6L and (iii) (iv) (v) (vi) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission...

  • Page 60
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document sublicense the rights granted in Section 5.5 (c)(i), (ii) and (iii) only as a part of such *****, and (vii) undertake ***** within ***** after the first commercial shipment of a product manufactured using...

  • Page 61
    ... assign engineers to AMD facilities in order to participate in the development of HIP6L. AMD will install a production process for HIP6L into AMD's Dresden Fab30 facility. Motorola will train and support the AMD engineers with respect to the design and manufacturing processes related to HIP6L as set...

  • Page 62
    ...SGLPT and AMD Improvements to HIP7L and SGLPT, ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 20 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 63
    ... the first commercial shipment of a product manufactured using a particular HIP7L or SGLPT (iii) (iv) (v) (vi) (vii) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect...

  • Page 64
    ... Section, Motorola will ***** (e) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 22 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 65
    ... parties. (g) 5.7. Foundry Support. (a) In the event that Motorola has the HIP5L or HIP6L process in production earlier than AMD, providing AMD is in good faith attempting to qualify such process in its Dresden Fab 30 facility, at AMD's request, Motorola will manufacture utilizing HIP5L or HIP6L...

  • Page 66
    ... to meet the current CDR1 qualification schedule. Such assistance and support will consist of: (a) providing information and support in the areas of silicon processing, test flow, and design to support test flow; (b) assigning engineers as appropriate to work at Motorola's facilities as necessary to...

  • Page 67
    ... 6.5 and 6.6) license to: 6.4. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 25 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 68
    ... 3, 1998 - Execution Document (i) (ii) practice the methods and processes of CDR3 and Motorola Improvements to CDR3, make, have made, use, import and sell embedded flash devices manufactured using CDR3 and Motorola Improvements to CDR3 but only for the Personal Computing Environment, make, have...

  • Page 69
    ... Technology Development and License Agreement December 3, 1998 - Execution Document granted in Section 6.4 (b)(i), (ii) and (iii) only as a part of such *****, (vii) undertake one CDR3 or future CDR process ***** within ***** after the first commercial shipment of a product manufactured using...

  • Page 70
    ...Revenue" means the gross receipts received by AMD from the sale of Royalty Bearing Devices less any taxes, freight charges, insurance, discounts, credits, commissions paid to third parties, and returns. ***** Certain information on this page has been omitted and filed separately with the Securities...

  • Page 71
    ... Execution Document (ii) "Royalty Bearing Device" means a semiconductor product manufactured using a Logic Process Technology or other logic process utilizing copper metallization and sold by AMD as a production unit ***** of the first commercial shipment of any product using that specific process...

  • Page 72
    ...of products manufactured using a particular HIP6F or SGEFT to parties other than Motorola, AMD, ***** (b) (ii) (iii) (iv) (v) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with...

  • Page 73
    .../Motorola Technology Development and License Agreement December 3, 1998 - Execution Document within ***** after the first commercial shipment of a product manufactured using the particular HIP6F or SGEFT. Upon the approval of Motorola, such approval not to be unreasonably withheld, AMD may undertake...

  • Page 74
    ...within the ***** period. (vi) (vii) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 32 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 75
    ... remove from HIP6F any (e) (f) (g) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 33 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 76
    ... in a reasonable period of time or ***** ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 34 Source: ADVANCED MICRO DEVIC, 10-K, March 29...

  • Page 77
    .... At Motorola's request, AMD will manufacture utilizing future processes (including SGEFT), similar low volume and prototype products for Motorola until the Motorola is prepared to manufacture products utilizing such processes at its own facilities. In the event Motorola requests foundry support as...

  • Page 78
    ...in the Data Networking Products, and not to separate blocks providing new functionality. Royalties. (a) Definitions. Section 8.3. These definitions apply only to this 8.2. 8.3. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission...

  • Page 79
    ... Device" means a device that incorporates, in whole or in part, a Data Networking Product or an Improvement thereto. (ii) (iii) (b) Royalty Payments and Statements. Within thirty (30) days after the close of each quarter during which Net Revenue was received by Motorola, Motorola will pay to AMD...

  • Page 80
    ... of Confidential Information of the Disclosing party. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 38 Source: ADVANCED MICRO DEVIC, 10...

  • Page 81
    ... thirty (30) days after it begins. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 39 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 82
    ... are unable to reach (c) (d) (e) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 40 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 83
    ..., as set forth in a particular Statement of Work. 16. 17. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 41 Source: ADVANCED MICRO DEVIC...

  • Page 84
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document 17.2. Relationship of Parties. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint venturers of the other party, nor do they have any authority whatsoever ...

  • Page 85
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document to believe that an employment relationship exists between such employee and the other party. 17.2.4. Work Place Safety. The work place safety of employees assigned to Projects under this Agreement shall ...

  • Page 86
    ... Advanced Micro Devices, Inc. One AMD Place P.O. Box 3453 Sunnyvale, CA 94088-3453 17.7. Disputes. (a) Dispute Resolution. In the event of a dispute between the parties, the issue will first be escalated to the Executive Board of Directors for attempted resolution within a reasonable period of time...

  • Page 87
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document In the event that the parties fail or are unable to resolve a dispute between them after exhausting the escalation process set forth above, then either party may declare that a deadlock exists. In the ...

  • Page 88
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document OTHERWISE BE AVAILABLE TO IT UNDER THIS CONTRACT OR IN COURT ACTION. (c) Litigation. In the event a dispute is not resolved by such mediation, the parties shall have the right to initiate a suit, action ...

  • Page 89
    ... limited to the export control laws and regulations of the United States, with respect to any Confidential Information and technical data licensed, delivered, or to which a party is provided access under this Agreement. If requested by one party hereto, the other party hereto agrees to sign written...

  • Page 90
    ... of which are incorporated herein by this reference. Independent Action. The parties affirm that their respective marketing policies or activities, or pricing information, relative to the subject matter of this agreement shall not be discussed or exchanged between them. Publicity. Nothing contained...

  • Page 91
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document APPENDIX A EMBEDDED FLASH TECHNOLOGY DESCRIPTIONS ((S).1.12) Page 49 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 92
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document APPENDIX B LOGIC PROCESS TECHNOLOGY DESCRIPTIONS ((S).1.22) Page 50 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 93
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document APPENDIX C STATEMENT OF WORK (vii) 8. SCHEDULE SPECIFICATION Milestone Deliverables Party Responsible Due Date vii) Budget Estimate: Quarter Total Budget Elements Q199 Employee Expenses Facility...

  • Page 94
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document APPENDIX D COST EQUALIZATION ((S) 3.2) Page 52 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 95
    ... actual costs and 4Q98 estimated costs will occur according to this schedule. The determination, estimation, and reporting of allowable costs by both parties will be dependent on Statements of Work for the Projects. These Statements of Work will be Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 96
    ... each party's fiscal year-end 1998, presented by the Program Managers to the Executive Board and approved by the Executive Board by December 3, 1998. The 4Q98 Cost Equalization payment will be due on December 31, 1998 via electronic funds transfer as defined in section 1.5.2 below. Time is of the...

  • Page 97
    ... non-Project related unit in the same facility. Unit volumes processed through these facilities are determined via the Statements of Work and represent volumes necessary to complete the development requirements as identified therein. Processing of device and product test structures or test vehicles...

  • Page 98
    ...; facilities upkeep; phone; networking requirements; systems administration support; workstation hardware depreciation and maintenance; software amortization, expense, licenses, and maintenance; internal data processing charges; and general office supplies. This rate will be reviewed annually and...

  • Page 99
    ... by individual name and/or number of individuals and time applied by quarter, (4) Best estimates of device, reliability, test and related lab experimentation, evaluation, development, and testing requirements by quarter, (5) Identification of unique tools, anticipated delivery dates, estimated cost...

  • Page 100
    In the event of a material change in circumstances, estimates, or Project scope which makes the Project budget inaccurate, the Program Manager(s) must request a modification of the budget for that Project and present the revised plan to the Executive Board of Directors for approval of the ...

  • Page 101
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document APPENDIX E HIP5L, HIP6L PROGRAM PLAN - REV. 2.0 PROPOSAL FOR AMD PARTICIPATION IN LOGIC TECHNOLOGY PROGRAM (see attachment) Page 53 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 102
    ... AMD and Motorola will work towards developing a strategy and the creation of a ***** that will achieve ***** 2) 3) 4) 5) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with...

  • Page 103
    ... to meet the schedules set forth herein, *****. 7) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Source: ADVANCED MICRO DEVIC, 10-K, March 29...

  • Page 104
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document APPENDIX F CDR3 PROGRAM PLAN - REV. 3.0 PROPOSAL FOR AMD PARTICIPATION IN CDR3 PROGRAM (see attachment) Page 54 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 105
    ...assumption, a team of six AMD design and layout 2) 3) 4) 5) ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Source: ADVANCED MICRO DEVIC, 10...

  • Page 106
    ... time by a team consisting of members form technology, product, fab, reliability and quality, etc. MOS12 will carry the product silicon processing, qualification material processing and subsequent manufacture. MOS13 will support transfer to MOS12. AMD will provide selected technical support...

  • Page 107
    ...and augmenting the resource team assembled for CDR3. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Source: ADVANCED MICRO DEVIC, 10-K, March 29...

  • Page 108
    AMD/Motorola Technology Development and License Agreement December 3, 1998 - Execution Document APPENDIX G FORM OF CONFIDENTIALITY AGREEMENT ((S) 11.3) (see attachment) Page 55 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 109
    ...Agreement to offer for sale products using or incorporating the confidential information. 13. Recipient shall adhere to the US Export Administration Regulations (EAR), currently found at 15 CFR Parts 730 through 744, and shall not export or reexport or release the technology, software, or any source...

  • Page 110
    DISCLOSING PARTY By: Name: Title: Date: RECIPIENT By: Name: Title: Date: Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 111
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 112
    ... called "MOTOROLA"), and Advanced Micro Devices, Inc., a Delaware corporation having an office at One AMD Place, P.O. Box 3453, Sunnyvale, California 94088-3453 (hereinafter called "AMD"). WHEREAS, MOTOROLA owns and has, or may have, rights in various patents issued, and applications for patents...

  • Page 113
    ... Systems Group, a Networking & Computing Systems Group, a Semiconductor Components Group, a Transportation Systems Group, and a Wireless Subscriber Systems Group, (ii) having major manufacturing facilities located in Phoenix, Mesa, Chandler and Tempe, Arizona; Austin, Texas; Raleigh, North Carolina...

  • Page 114
    ... as consideration for the acquisition of such patents, utility models, design patents and applications. 1.13. PROCESS AND STRUCTURE PATENT means those claims of a MOTOROLA PATENT or AMD PATENT, as the case may be, that claim a SEMICONDUCTIVE Page 3 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 115
    ... 1, 1998. Section 2. - MUTUAL RELEASES 2.1 2.2. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 4 Source: ADVANCED MICRO DEVIC, 10...

  • Page 116
    ...the manufacture, sale, or other disposal of such LICENSED PRODUCTS. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 5 Source: ADVANCED MICRO...

  • Page 117
    ..., a world wide, non-exclusive, non***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 6 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 118
    ...execute the object code of, or which substantially utilizes the AMD ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 7 Source: ADVANCED MICRO...

  • Page 119
    ...or for AMD and sold by AMD, including but not limited to the products of the Kx families of MICROPROCESSORS, or any new family of MICROPROCESSORS created by AMD prior to the termination of this Agreement, or (ii) any INPUT-OUTPUT ADAPTOR which has a register set that is substantially compatible with...

  • Page 120
    ...or for the termination of its corporate charter. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 9 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 121
    ...MOTOROLA PATENTS, and the AMD PATENTS; ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Page 10 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 122
    ... are not to be used in interpreting the obligations of the parties under this Agreement. 6.6. This Agreement and the performance of the parties hereunder shall be construed in accordance with and governed by the laws of the State of Texas. Page 11 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 123
    ... permitted to be given hereunder shall be in writing and shall be valid and sufficient if dispatched by registered airmail, postage prepaid, in any post office in the United States, addressed as follows: Page 12 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 124
    ... in duplicate. ADVANCED MICRO DEVICES, INC. Signature: /s/ Gene Conner Name: Gene Conner Title: Executive VP, Strategic Relations Date MOTOROLA, INC. Signature: /s/ Bertrand Cambou Name: Dr. Bertrand Cambou Title: Senior VP and General Manager Date Page 13 Source: ADVANCED MICRO DEVIC, 10...

  • Page 125
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 126
    ... AGREEMENT by and between DELAWARE CHIP LLC, a Delaware limited liability company as LANDLORD and ADVANCED MICRO DEVICES, INC., a Delaware corporation, as TENANT Premises: One AMD Place Sunnyvale, California Dated as of: December 22, 1998 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 127
    ... Termination Events...19...Attornment...35 INTENTIONALLY DELETED...Tax Treatment; Reporting...Excess Land...Financing Major Alterations...Security Deposit...Right of First Refusal...Miscellaneous... Schedule of Permitted Encumbrances Rent Schedule Intentionally Deleted -i- Source: ADVANCED MICRO DEVIC,...

  • Page 128
    Exhibit "F" Exhibit "G" - Form of Subordination, Non-Disturbance and Attornment Agreement -- Schedule of Termination Amounts -ii- Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 129
    ... LLC, a Delaware limited liability company ("Landlord"), with an -------address c/o W. P. Carey & Co., Inc., 50 Rockefeller Plaza, 2nd Floor, New York, New York 10020, and ADVANCED MICRO DEVICES, INC., a Delaware corporation ("Tenant"), with an address at One AMD Place, Sunnyvale, California 94088...

  • Page 130
    ..., the federal Occupational Safety and Health Act of 1970, the federal National Environmental Policy Act and the federal Hazardous Materials Transportation Act, each as amended and as now or hereafter in effect and any similar state or local Law. "Environmental Violation" shall mean (a) any direct or...

  • Page 131
    ...medical waste, or other pollutant, in each case whether naturally occurring, man-made or the by-product of any process, that is toxic, harmful or hazardous or acutely hazardous to the environment or public health or safety or (ii) any substance supporting a claim under any Environmental Law, whether...

  • Page 132
    ...structural changes or improvements or results in interference with the use or enjoyment of any of the Leased Premises. "Lender" shall mean (a) Initial Lender, its successors and assigns, and (b) any person or entity (and their respective successors and assigns) which may, after the date hereof, make...

  • Page 133
    ... State of California. "Surviving Obligations" shall mean any obligations of Tenant under this Lease, actual or contingent, which arise on or prior to the expiration or prior termination of this Lease or which survive such expiration or termination by their own terms. 5 Source: ADVANCED MICRO DEVIC...

  • Page 134
    ... specified in Exhibit "G" for the applicable Lease Year. Paragraph 18. Paragraph 18. "Termination Date" shall mean Termination Date as defined in "Termination Event" shall mean a Termination Event as defined in "Termination Notice" shall mean Termination Notice as defined in Paragraph 18(a). "Third...

  • Page 135
    ...functions typically occurring in Tenant's headquarters complex, and uses incidental thereto, including, without limitation, auditoriums, conference facilities, classrooms, computer and data centers, engineering labs, product showrooms and sales centers, technical support centers, employee cafeterias...

  • Page 136
    ... period of ten (10) years (each such period a "Renewal Period"), unless Tenant shall notify Landlord in writing in recordable form at least eighteen (18) months prior to such upcoming Renewal Date that Tenant is terminating this Lease as of such upcoming Renewal Date. Any such extension of the...

  • Page 137
    ... Name: GMAC Commercial Mortgage Clearing House; Account No. 21000125-3771-5; Reference: GMACCM Loan # 18931 One AMD Place; Attn: Customer Service or such other address as Initial Lender, in its sole discretion shall direct (with notice of each such payment to Landlord concurrent with the making...

  • Page 138
    ... to pay for costs arising as a result of Landlord's actions or decisions as long as such actions or decisions do not arise as a result of Tenant's failure to perform its obligations under this Lease (e.g., defeasance or assumption charges or costs in connection with loan modifications requested by...

  • Page 139
    ... with the sale, exchange or other disposition of the Leased Premises to any Person, except that Tenant shall be responsible to pay any increase in real estate taxes and assessments that are imposed as a result of a change of ownership of the Leased Premises 11 Source: ADVANCED MICRO DEVIC, 10...

  • Page 140
    ... shall have the option to pay such Imposition in installments; in such event, Tenant shall be liable only for those installments which accrue or become due and payable during the Term. Tenant shall prepare and file all tax reports required by governmental authorities which relate to the Impositions...

  • Page 141
    ... the Site Access Agreement dated March 21, 1997 between AMD International Sales & Service, Ltd., and Advanced Micro Devices, Inc. and 999 Arques Corporation and consents to the Site Access Agreement dated March 17, 1997 between AMD International Sales & Service, Ltd. and Advanced Micro Devices, Inc...

  • Page 142
    ...pay the cost of performing and reporting Site Assessments required in connection with any sale...date until the earlier to occur of (i) the completion of all remedial action in accordance with applicable Environmental Laws or (ii) one (1) year from the date on which this Lease would otherwise terminate...

  • Page 143
    ... acceptable by other companies in its industry or the then current standards for similarly situated office buildings prudently managed, and, in the case of the Equipment, in as good mechanical condition as it was on the later of the date hereof or the date of its installation, except for ordinary...

  • Page 144
    ... such Work shall be expeditiously completed in compliance with all Legal Requirements, (iv) all such Work shall comply with the Insurance Requirements, (v) if any such Work involves the replacement of Equipment or parts thereto, all replacement Equipment or parts shall have a value and useful life...

  • Page 145
    ... to any action or event which arises or occurs prior to the expiration of the Term or any earlier termination of this Lease and/or any consequences thereof, whether ascertainable prior to or at any time after such expiration of the Term or earlier termination of the Lease, Tenant shall pay, protect...

  • Page 146
    ... for personal and bodily injury, death or property damage occurring on, in or as a result of the use of the Leased Premises, in an amount not less than $15,000,000 per occurrence/annual aggregate and all other coverage extensions that are usual and customary for properties of this size and type...

  • Page 147
    ... limitation amounts of coverage, deductibles, form of mortgagee clause) on or in connection with any of the Leased Premises as Landlord or Lender may reasonably require, which at the time is usual and commonly obtained in connection with properties similar in type of building size, use and location...

  • Page 148
    ... provision, result in a forfeiture of all or a part of such insurance payment, (ii) the occupation or use of any of the Leased Premises for purposes more hazardous than those permitted by the provisions of such policy, (iii) any foreclosure or other action or proceeding taken by Lender pursuant to...

  • Page 149
    ... collection and compromise of the Net Award payable in connection with a Casualty. Tenant agrees to sign, upon the request of Landlord, all such proofs of loss, receipts, vouchers and releases. Each insurer is hereby authorized and directed to make payment under said policies directly to Landlord or...

  • Page 150
    ... Obligations on such date, then Landlord may, at its option, extend the date on which this Lease may terminate to a date which is no later than the first Basic Rent Payment Date after such date on which Tenant has satisfied all such Monetary Obligations. 22 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 151
    ... of Tenant, signed by an officer of Tenant, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Tenant has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully...

  • Page 152
    ...-Preapproved Assignment submit to Landlord and Lender information regarding the following with respect to the Non-Preapproved Assignee (collectively, the "Review Criteria"): (A) credit, (B) capital structure, (C management, (D) operating history, (E) proposed use of the Leased Premises and (F) risk...

  • Page 153
    ...in no event may Landlord sell or transfer to Intel Corporation, National Semiconductor, Inc. or to any Person directly engaged in the design, engineering or manufacturing of integrated circuits, including, without limitation, microprocessors, memory, networking, logic and communications devices (any...

  • Page 154
    ... in Paragraph 22(b)) shall, at the sole option of Landlord, constitute an "Event of Default" under this Lease: (i) a failure by Tenant to make any payment of any Monetary Obligation, regardless of the reason for such failure; (ii) a failure by Tenant duly to perform and observe, or a violation or...

  • Page 155
    ... and not in addition to the notice under California Civil Code 1161. 23. Remedies and Damages Upon Default (a) If an Event of Default shall have occurred and is continuing, Landlord shall have the right, at its sole option, then or at any time thereafter, to exercise its remedies and to collect...

  • Page 156
    ...from Tenant damages computed in accordance with the following provisions in addition to Landlord's other remedies under this Lease: (i) the worth at the time of award of any unpaid Rent which has been earned at the time of such termination; plus 28 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 157
    ...in its name, place and stead, to file this Lease with the clerk of any court of competent jurisdiction as statutory written consent to waiver of trial by jury. Landlord and Tenant agree that this Lease constitutes a written consent to waiver of trial by jury pursuant 29 Source: ADVANCED MICRO DEVIC...

  • Page 158
    ... to Tenant shall be sent to the attention of the Tenant's Real Estate Manager, and a copy of any such notice shall simultaneously be given by Landlord to Advanced Micro Devices, Inc., One AMD Place, Sunnyvale, California 94088, Attention: General Counsel. Copies of all notices sent by Landlord...

  • Page 159
    ... times as may be requested by Landlord. Upon the request of Lender or Landlord (either telephonically or in writing), Tenant shall provide the requesting party with copies of any information to which such party would be entitled in the course of a personal visit. 31 Source: ADVANCED MICRO DEVIC...

  • Page 160
    ..." as used in this Lease, shall mean all information disclosed by Tenant that is not generally known in the Tenant's trade or industry and shall include, without limitation, (a) information relating to the development and distribution of the current, future and proposed products or services of Tenant...

  • Page 161
    ... or any predecessor or successor partnership or corporation (or other entity), or (iv) any Person affiliated with any of the foregoing, or any director, officer, employee or agent of any thereof. 31. Financing. --------- (a) Tenant agrees to pay all Costs incurred by Landlord in connection with...

  • Page 162
    ... deductions under Section 167 or 168 of the Internal Revenue Code of 1986 (the "Code") with ---respect to the Leased Premises and Equipment, (2) Tenant reporting its Rent payments as rent expense under Section 162 of the Code, and (3) Landlord reporting the Rent payments as rental income. 35. Excess...

  • Page 163
    ... to pay Basic Rent in the amount set forth in Exhibit "D" hereto. ---------(b) In the event at any time during the...pay the Alteration Cost, or in installment payments as agreed, or on the date of completion of the Major Alterations, whichever shall be the later; (ii) an increase in the annual...

  • Page 164
    ...as no Event of Default exists, at any time following the later to occur of payment in full of the Initial Loan or the expiration of the tenth (10th) Lease Year, the balance of the Security Deposit shall be returned to Tenant upon the earlier to occur of: 36 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 165
    ... of this Lease, including this subparagraph (c). (e) At the request of Tenant (so long as no Event of Default exists) the Security Deposit shall be invested in: (i) securities issued or fully guaranteed or insured by the United States Government or any agency thereof having maturities of not more...

  • Page 166
    ...the Leased Premises), such Sale Contract must be conditioned upon Tenant's failure to exercise its right under this Paragraph 38, Landlord shall give written notice to Tenant of the Sale Contract, together with a copy of the executed Sale Contract and the name and business address of the Third Party...

  • Page 167
    ... PREMISES ARE SOLD OR TRANSFERRED PURSUANT TO THE EXERCISE OF A PRIVATE POWER OF SALE OR JUDICIAL FORECLOSURE OR ACCEPTANCE OF A DEED IN LIEU THEREOF. IN SUCH EVENT TENANT SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LANDLORD SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS...

  • Page 168
    ..., or changes in market conditions excepted), then the time for performance of the affected obligations of Landlord or Tenant, as the case may be, shall be extended for a period equivalent to the period of such delay, interruption or prevention. 40 Source: ADVANCED MICRO DEVIC, 10-K, March 29...

  • Page 169
    ... executed as of the day and year first above written. LANDLORD: DELAWARE CHIP LLC, a Delaware limited liability company By: /s/ W. Sean Sovak Title: First Vice President TENANT: ADVANCED MICRO DEVICES, INC., a Delaware corporation By: /s/ R. Previte Title: President & Chief Operating Officer...

  • Page 170
    ... of Santa Clara, State of California, described as follows: Parcel A, as shown upon that Parcel Map recorded February 26, 1975 in Book 352 of Maps, pages 54 and 55, Santa Clara County Records. APN: 205-22-020 & 021 ARB: 206-60-12, 13, 14, 15, 18, 35, 42, 52, 53 and 57 Source: ADVANCED MICRO DEVIC...

  • Page 171
    Exhibit A-2 [This exhibit consists of a map of Parcel 1 and Parcel 2.] Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 172
    ..., as buildings, of the buildings which constitute part of the Leased Premises, including, without limitation, the following items of personal property of Tenant: 1. 2. 3. audio/visual equipment; artwork; and furniture and furniture systems. Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 173
    EXHIBIT C --------Site Access Agreement. An easement as follows as shown on the Map of Tract 2421, filed July 15, 1959 in Book 108 of Maps, page 53, Santa Clara County Records, being the same as shown on the survey For: Public Utilities, Storm Drainage and Sanitary Sewer Easement Affects: The ...

  • Page 174
    ... survey Purpose : The right from time to time to construct, install, inspect, maintain, replace, remove, and use facilities, together with a right-of-way thereof, and also ingress thereto and egress therefrom : Pacific Gas and Electric Company, a California corporation : September 26, 1977 in Book...

  • Page 175
    ... therein Dated : As of December 22, 1998 Lessor : Delaware Chip LLC, a Delaware limited liability company Lessee : Advanced Micro Devices, Inc., a Delaware corporation Disclosed by : Memorandum of Lease, recorded December ____, 1998 as Instrument No. _____ Official Records. A DEED OF TRUST to secure...

  • Page 176
    ...annum, payable monthly in advance on each Basic Rent Payment Date, in equal installments of $762,125 each. CPI Adjustments to Basic Rent. The Basic Rent shall be subject to adjustment, in the manner hereinafter set forth, for increases in the index known as United States Department of Labor, Bureau...

  • Page 177
    ...notice of the new annual Basic Rent is delivered to Tenant, all amounts due from Tenant, but unpaid, because the stated amount as set forth above was not delivered to Tenant at least ten (10) days preceding the Basic Rent Adjustment Date in question. -2- Source: ADVANCED MICRO DEVIC, 10-K, March 29...

  • Page 178
    EXHIBIT E INTENTIONALLY DELETED Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 179
    ... a Delaware limited liability company ("LANDLORD"). A. Pursuant to a Lease Agreement dated as of December 22, 1998 (the "LEASE") between Landlord and Tenant, Tenant is leasing from Landlord all of that certain real property located in the County of Santa Clara, State of California, more particularly...

  • Page 180
    ... that, provided an Event of Default under the Lease has not occurred with respect to Tenant, Tenant shall not be disturbed in its possession or use of the Property, said nondisturbance to be effective and self-operative without the execution of any other instrument(s) on the part of either party...

  • Page 181
    ...Security Deposit dated the date hereof between Lender and Landlord, as Borrower, and acknowledged and agreed to by Tenant; or (f) obligated to commence or complete any construction or contribute toward the construction or installation... provision -3- Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 182
    ... in possession," nor shall said instrument operate to make Lender responsible or liable for any waste committed on the Property by any person whatsoever, or for any dangerous or defective condition of the Property, or for any negligence in the management, upkeep, repair or control of the Property...

  • Page 183
    ... by and construed in accordance with the internal laws of the State of California. NOTICE AND CURE. In the event that Landlord shall default in the performance or observance of any of the terms, conditions or agreements in the Lease, Tenant shall give written notice thereof to Lender and Lender...

  • Page 184
    ... by United States Express Mail or by private overnight courier, effective upon receipt, or (iii) served by certified mail, postage prepaid, return receipt requested, deemed effective on the day of actual delivery as shown by the -616. 15. 14. 13. 12. 11. Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 185
    addressee's return receipt or the expiration of three (3) business days after the date of mailing, whichever is the earlier in time; addressed to the party intended to receive the same at the address set forth below; If to Tenant Advanced Micro Devices, Inc. One AMD Place Sunnyvale, California 94088...

  • Page 186
    ...to information requested by Lender or required to be delivered to Lender pursuant to the terms of the Security Instrument or the other loan documents, to be bound to the confidentiality provisions contained in Section 28(c) of the Lease as of the date hereof. -818. Source: ADVANCED MICRO DEVIC, 10...

  • Page 187
    ... liability company By: MICRO (CA) QRS 11-43, INC., a Delaware corporation, Its Manager By:_____ W. Sean Sovak First Vice President TENANT; ADVANCED MICRO DEVICES, INC., a Delaware corporation By: _____ Name: _____ Title: _____ LENDER: GMAC COMMERCIAL MORTGAGE CORPORATION, a California corporation...

  • Page 188
    ... he acted executed the within instrument. WITNESS my hand and official seal. Signature:_____ (SEAL) STATE OF NEW YORK COUNTY OF NEW YORK ) ) ss: _____ ) On December _____, 1998, before me, _____, a Notary Public in and for the State of California, personally appeared _____, personally known to me...

  • Page 189
    ... ____, 1998, before me, _____, a Notary Public in and for the State of California, personally appeared _____, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the...

  • Page 190
    EXHIBIT G SCHEDULE OF TERMINATION AMOUNTS The Termination Amount shall equal the following amounts for the specified lease year plus the Prepayment Premium. Lease Year Amount 1 $ 99,546,291.00 2 $ 99,546,291.00 3 $ 99....00 20 $ 93,815,960.00 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 191
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 192
    ...mean the Company's Board of Directors or its delegate as set forth in Section 3(d) below. (c) "Change of Control" Unless otherwise defined in a Participant's employment agreement, the term "Change of Control" shall be deemed to mean any of the following events: (i) any "person" (as such term is used...

  • Page 193
    ... by the Company. (d) "Code" The term "Code" shall mean the Internal Revenue Code of 1986, as amended to date and as it may be amended from time to time. (e) "Company" The term "Company" shall mean Advanced Micro Devices, Inc., a Delaware corporation. (f) "Constructive Termination" The term...

  • Page 194
    ...term "Participant" shall mean any person who holds an Option or Restricted Stock Award granted under this Plan. (k) "Plan" The term "Plan" shall mean this Advanced Micro Devices, Inc. 1998 Stock Incentive Plan, as amended from time to time. (l) "Restricted Stock" or "Restricted Stock Award" The term...

  • Page 195
    ...(including, without limitation, the Board's powers under Sections 3(b) and (c) above), under either or both of the following: (1) with respect to the participation of or granting of Options or Restricted Stock Awards to an employee, consultant or advisor, to a committee of one or more members of the...

  • Page 196
    ... stock options. Options may be granted only to full or part-time employees, officers, consultants and advisors of the Company and/or of any Affiliate; provided that -------such consultants and advisors render bona fide services not in connection with the offer and sale of securities in a capital...

  • Page 197
    ... a Participant's service is terminated for any reason other than those mentioned above under "DEATH OR DISABILITY" or "MISCONDUCT," the Participant, the Participant's estate, or such other person who may then hold the Option may, within three months following such 6 Source: ADVANCED MICRO DEVIC, 10...

  • Page 198
    ...to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing; or (v) in the case of transfer between locations of the Company or between the Company or its Affiliates. In the case of any employee on an approved leave of absence, the Board may make such...

  • Page 199
    ..., any stock exchange on which the Shares are then listed, and any applicable federal or state securities law. The Board or its delegate may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions. 8 Source: ADVANCED MICRO DEVIC, 10...

  • Page 200
    ... the Restricted Stock, (v) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price, or (vi) any combination of the 9 Source: ADVANCED MICRO DEVIC, 10...

  • Page 201
    ... Common Stock of the Company by reason of any stock dividend, stock split, spin-off, split up, merger, consolidation, recapitalization, reclassification, combination or exchange of Shares, or any other similar corporate event, then the Board shall make appropriate adjustments to the number of Shares...

  • Page 202
    ...paid with respect to such Shares. 12. EXCHANGE AND BUYOUT OF AWARDS The Board or its delegate may, at any time or from time to time, authorize the Company, with the consent of the respective Participants, to issue new Options or Restricted Stock Awards in exchange for the surrender and cancellation...

  • Page 203
    ... of any state securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 16. NO RIGHT TO EMPLOYMENT Nothing in this Plan or in any Option or Restricted Stock Award shall be deemed to confer on any employee any right...

  • Page 204
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 205
    ... per common share: Basic Diluted Working capital Total assets Long-term debt, capital lease obligations and other, less current portion Stockholders' equity Capital additions Depreciation and amortization Research and development Research and development as a percentage of net sales Return on equity...

  • Page 206
    ... annual revenues of $2,542,141,000. In 1998, AMD revenues grew by 8 percent in a year when worldwide shipments of integrated circuits declined by nearly 10 percent. Despite the progress we made in microprocessors, enabling a return to profitability in the second half, AMD incurred a substantial net...

  • Page 207
    ... incorporate 3DNow! technology, which is supported by Microsoft Windows Direct X. The AMD-K6-III processor with 3DNow! technology, our latest offering for the mainstream PC market, features a unique performance-enhancing tri-level cache memory design with more on-system 3 Source: ADVANCED MICRO...

  • Page 208
    ... those discussed in this annual report and the company's Form 10-K for the fiscal year ended December 27, 1998, as filed with the Securities and Exchange Commission, that could cause actual results to differ materially from those projected 4 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 209
    ... resources to fund operations and capital investments; our ability to access external sources of capital; our ability to transition to new process technologies; our ability to increase unit shipments of microprocessors at higher speed grades; anticipated market growth; Year 2000 costs; the effect of...

  • Page 210
    ...year primarily due to a significant decrease in unit shipments of nearly all products. Our offerings of network products, which represented approximately one-half of the decline in Communications Group net sales, have not kept pace with the market shift towards higher-performance products. Our sales...

  • Page 211
    ... percent in 1997. The decline in gross margin percentage was primarily caused by a decline in net sales of non-microprocessor products. During 1998, we continued to invest in the facilitization of Fab 25, our submicron integrated circuit manufacturing facility in Austin, Texas, and in the transition...

  • Page 212
    ... was devoted to process development. Marketing, general and administrative expenses increased in 1998 compared to 1997 primarily due to depreciation expense and labor costs associated with the installation of new order management and accounts receivable systems and related software upgrades. In 1997...

  • Page 213
    8 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 214
    ... with microprocessor products, as well as increased costs for research and development related to Dresden Fab 30 and the Motorola alliance and depreciation expense and labor costs associated with the installation of new order management and accounts receivable systems and related software upgrades...

  • Page 215
    ... change or filings of proceedings in bankruptcy or insolvency with respect to us, AMD Saxony or AMD Holding; and the occurrence of default under the indenture pursuant to which the Senior Secured Notes were issued (the Indenture) or the Credit Agreement. 10 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 216
    ... formed by AMD and Fujitsu Limited in 1993, is continuing the facilitization of its second Flash memory device wafer fabrication facility, FASL II, in Aizu-Wakamatsu, Japan. We expect the facility, including equipment, to cost approximately $1 billion when fully equipped. As of December 27, 1998...

  • Page 217
    ... rates relates primarily to our investment portfolio and long-term debt obligations. We do not use derivative financial instruments in our investment portfolio. We place our investments with high credit quality issuers and, by policy, limit the amount of credit exposure to any one issuer. As stated...

  • Page 218
    ...subject to a number of risk factors, including the following: Demand for Our Products Affected by Asian and Other Domestic and International Economic Conditions The demand for our products has been weak due to the general downturn in the worldwide semiconductor market and the current economic crisis...

  • Page 219
    ... can successfully fabricate higher-performance AMD-K6 and AMD-K7 microprocessors in planned volume mixes; . the effects of Intel new product introductions, marketing strategies and pricing; . the continued development of worldwide market acceptance for the AMD-K6 microprocessors and systems based on...

  • Page 220
    ...manufacturers have lost significant market share to Intel. In addition, these companies produce chipsets, motherboards, BIOS software and other components to support each new generation of Intel's microprocessors only if Intel makes information about its products available to them in time to address...

  • Page 221
    ...-micron copper interconnect process technology; . the use and market acceptance of a non-Intel processor bus (adapted by us from Digital Equipment Corporation's EV6 pin bus) in the design of the AMD-K7, and the availability of chipset vendors who will develop, manufacture and sell chipsets with the...

  • Page 222
    ...FASL II, a second Flash memory device manufacturing facility, is complete and equipment installation is in progress. We have also built a new test and assembly facility in Suzhou, China. We are basing our strategy of increasing our manufacturing capacity on industry projections for future growth. If...

  • Page 223
    ... up new fabrication areas and/or new manufacturing processes include equipment performance and process controls as well as other risks, all of which can affect yields. Product Incompatibility. Our products may possibly be incompatible with some or all industry-standard software and hardware. If...

  • Page 224
    ... to install the products and to do adequate testing, or if the products do not adequately address the Year 2000 problem, our business will be materially and adversely affected. Our assembly and test facilities are located in Malaysia, Thailand, Singapore. The remediation and replacement process for...

  • Page 225
    ... at Year 2000 readiness. For example, the facilities department is in the process of upgrading the building management system at our corporate marketing, general and administrative facility located in Sunnyvale, California. Our goal is to install all software upgrades required by facilities for Year...

  • Page 226
    ... and commerce, such as utility or transportation company Year 2000 compliance failures and related service interruptions. Other Risk Factors Debt Restrictions. The Credit Agreement and the Indenture contain significant covenants that limit our ability and our subsidiaries' ability to engage in...

  • Page 227
    ... in the sale of ICs is based on: ...performance; product quality and reliability; price; adherence to industry standards; software and hardware compatibility; marketing and distribution capability; brand recognition; financial strength; and ability to deliver in large volumes on a timely basis...

  • Page 228
    ... new product manufacturing ramps; production yields of key products; and general conditions in the semiconductor industry. In addition, an actual or anticipated shortfall in revenue, gross margins or earnings from securities analysts' expectations could have an immediate effect on the trading price...

  • Page 229
    ... OF OPERATIONS Three Years Ended December 27, 1998 (Thousands except per share amounts) 1998 1997 1996 Net sales Expenses: Cost of sales Research and development Marketing, general and administrative Operating loss Litigation settlement Interest income and other, net Interest expense $2,542...

  • Page 230
    ... DEFERRED INCOME TAXES LONG-TERM DEBT, CAPITAL LEASE OBLIGATIONS AND OTHER, LESS CURRENT PORTION Commitments and contingencies STOCKHOLDERS' EQUITY: Capital stock: Common stock, par value $0.01; 250,000,000 shares authorized; 145,477,376 shares issued and outstanding in 1998 and 142,123,079 in 1997...

  • Page 231
    ...Stock Capital in Accumulated other Total Three Years Ended December 27, 1998 Number excess of Retained comprehensive Stockholders' (Thousands) of Shares Amount par value earnings income (loss) equity December 31, 1995 Comprehensive loss: Net... 26 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 232
    ...sale securities Proceeds from sale of available-for-sale securities Net cash used in investing activities Cash flows from financing activities: Proceeds from borrowings Debt issuance costs Payments on debt and capital lease obligations Proceeds from foreign grants Proceeds from issuance of stock Net...

  • Page 233
    ... and sales offices throughout the world. Our 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 equipment, consumer electronics, personal computers...

  • Page 234
    ... upon specified notice, generally contain a provision for the return of our products in the event the agreement with the distributor is terminated. Accordingly, we defer recognition of revenue and related gross profits from sales to distributors with agreements that have the aforementioned terms...

  • Page 235
    29 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 236
    ...," we continue to account for our stock option plans and our employee stock purchase plan in accordance with provisions of the Accounting Principles Board's Opinion No. 25 (APB 25), "Accounting for Stock Issued to Employees" (see Note 10). USE OF ESTIMATES The preparation of the consolidated...

  • Page 237
    ...-for-sale securities in 1998. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK As part of our asset and liability management strategy, we use financial instruments with off-balancesheet risk to manage financial market risk, including interest rate and foreign 31 Source: ADVANCED MICRO DEVIC, 10...

  • Page 238
    ...million. Investments in commercial paper and money market auction rate preferred stocks of industrial firms and financial institutions are rated A1, P1 or better; investments in taxexempt securities including municipal notes and bonds are rated AA, Aa or Source: ADVANCED MICRO DEVIC, 10-K, March 29...

  • Page 239
    better; and investments in repurchase agreements must have securities of the type and quality listed above as collateral. 32 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 240
    ... to trade receivables because a large number of geographically diverse customers make up our customer base, thus spreading the trade credit risk. We control credit risk through credit approvals, credit limits and monitoring procedures. We perform in-depth credit evaluations of all new customers and...

  • Page 241
    ..., ultimate realization could be negatively impacted by market conditions and other variables not known or anticipated at this time. The valuation allowance increased $29 million in 1998 from 1997. The valuation allowance for deferred tax assets includes $29 million attributable to stock option...

  • Page 242
    ... from October 1998 through May 2000, secured by the Fab 25 facility and equipment Obligations under capital leases Mortgage with principal and 9.88% interest payable in monthly installments through April 2007 Promissory notes Obligations secured by equipment Other debt Other Less: current portion...

  • Page 243
    ..., interest expense primarily consisted of interest expense incurred on our Senior Secured Notes sold in August 1996, net of interest capitalized primarily related to equipment installation in Fab 25. INTEREST INCOME AND OTHER, NET (Thousands) 1998 1997 1996 Interest income $31,478 $28,975 $19,564...

  • Page 244
    ...units with separate management teams and separate performance assessment and resource allocation processes. The AMD segment produces microprocessors, core logic products, Flash memory devices, EPROMs, telecommunication products, networking and I/O products and embedded processors. The Vantis segment...

  • Page 245
    .... We extended the vesting schedules and expiration dates of repriced stock options by one year, and certain employees canceled stock options for four shares of common stock in exchange for repriced options for three shares of common stock. 38 Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 246
    ... similar to those of options granted under the stock option plans, including exercise prices, exercise dates and expiration dates. To date, we have granted only limited SARs, which become exercisable in the event of certain changes in control of AMD. 39 Source: ADVANCED MICRO DEVIC, 10-K, March 29...

  • Page 247
    ... of our stock-based awards to employees is amortized over the options' vesting period (for options) and the three-month purchase period (for stock purchases under the ESPP). Our pro forma information follows: (Thousands except per share amounts) 1998 1997 1996 Net loss - as reported Net loss - pro...

  • Page 248
    ... option purchase price. In December 1998, we arranged for the sale of the facility to a third party and leased it back under a new operating lease. We realized a gain of $34 million as a part of this transaction. We have deferred the gain and will amortize it over a 41 Source: ADVANCED MICRO DEVIC...

  • Page 249
    ... at December 27, 1998. AMD Saxony has constructed and is installing equipment in Dresden Fab 30, a 900,000-square-foot submicron integrated circuit manufacturing and design facility. AMD, the Federal Republic of Germany, the State of Saxony and a consortium of banks are supporting the project. In...

  • Page 250
    ..., the two companies have constructed and are operating an advanced IC manufacturing facility in Aizu-Wakamatsu, Japan, to produce Flash memory devices. Our share of FASL is 49.992 percent and the investment is being accounted for under the equity method. Our share of FASL net income during 1998 was...

  • Page 251
    ...wafer fabrication process prior to 1979. At least one of the released chemicals (which is no longer used by AMD) has been identified as a probable carcinogen. In 1991, we received four Final Site Clean-up Requirements Orders from the California Regional Water Quality Control Board, San Francisco Bay...

  • Page 252
    ...or plaintiff in various other actions which arose in the normal course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on our financial condition or results of operations. Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 253
    ... of the three years in the period ended December 27, 1998, in conformity with generally accepted accounting principles. /s/ Ernst & Young LLP San Jose, California January 12, 1999 except for the third paragraph of Note 14, as to which the date is March 12, 1999 45 Source: ADVANCED MICRO DEVIC, 10...

  • Page 254
    ... and market price amounts) 1998 1998 1998 1998 1997 1997 1997 1997 NET SALES Expenses: Cost of sales Research and development Marketing, general ...5,260 NET INCOME (LOSS) NET INCOME (LOSS) PER SHARe Basic Diluted Shares used in per share calculation Basic Diluted Common stock market price range High...

  • Page 255
    ...New York Stock Exchange. The company has never paid cash dividends on common stock and is restricted from doing so. Refer to the notes to consolidated financial statements. The number of stockholders of record at January 29, 1999 was 9,734. AMD, the AMD logo, and combinations thereof, Advanced Micro...

  • Page 256
    ...Board and Chief Executive Officer of Blalack and Company, Investment Advisors Dr. R. Gene Brown Private Investor and Financial and Management Consultant Richard Previte President and Co-Chief Operating Officer and Member of the Office of the CEO, AMD S. Atiq Raza Co-Chief Operating Officer and Chief...

  • Page 257
    ..., Worldwide Headquarter Sales Randy Burdick Vice President, Chief Information Officer James Doran Vice President, Fab 25 and Submicron Development Center Operations Gino Giannotti Vice President, Business Marketing, Computation Products Group Richard Heye Vice President and General Manager, Texas...

  • Page 258
    Dave Sheffler Vice President, Sales, Americas Danne Smith Vice President, Corporate Quality Michael Van Buskirk Vice President, Design Engineering, Non-Volatile Memory Products Division Jerry Vogel Vice President and General Manager, California Microprocessor Division Michael Woollems Vice President...

  • Page 259
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 260
    ... 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 Devices (Canada) Limited Advanced Micro Devices...

  • Page 261
    ...of Vantis Corporation 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...

  • Page 262
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 263
    ...-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 27, 1998, and any and all amendments thereto, and to file...

  • Page 264
    Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999

  • Page 265
    ...-TYPE>