AMD 1999 Annual Report Download

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FORM 10-K405
ADVANCED MICRO DEVICES INC - amd
Filed: March 21, 2000 (period: December 26, 1999)
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, 2000 (period: December 26, 1999) 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 SCHEDULES, AND REPORTS ON FORM 8-K SIGNATURES ITEM 14...

  • Page 3
    EX-10.55 (EMPLOYEE AGREEMENT DATED 01/13/2000) EX-10.56 (FORM OF INDEMNIFICATION AGREEMENT) EX-13 (PAGES 6-46 OF THE AMD'S ANNUAL REPORT) EX-21 (LIST OF AMD SUBSIDIARIES) 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) One AMD Place, Sunnyvale, California (Address of principal executive offices) 94-1692300 (I.R.S. Employer Identification...

  • Page 5
    ... trademarks of Microsoft Corporation. Alpha is a trademark of Compaq Computer Corporation. Pentium is a registered trademark of Intel Corporation. Other terms used to identify companies and products may be trademarks of their respective owners. Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 6
    ... as set forth below in this report or detailed 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...

  • Page 7
    ... are also an important part of the microprocessor market. Embedded processors are general purpose devices used to carry out a single application with limited user interface and programmability. A system designed around an embedded processor usually cannot be programmed by an end user because...

  • Page 8
    ... data in communication devices such as cellular telephones and routers (devices used to transfer data between local area networks). Another common application for Flash memory product is in PC cards, which are inserted into notebook and subnotebook computers or personal digital assistants to provide...

  • Page 9
    ... support for scalable multiprocessing. . Sales of AMD Athlon processors are highly dependent in 2000 upon the successful design, manufacture and delivery of processor modules by subcontractors. Overall CPG sales growth in 2000 is dependent upon a successful production ramp to .18 micron process...

  • Page 10
    ...handheld computing applications. These embedded processors are derivative of the microprocessors we sell in PCs. Memory Group Memory Group products ($773 million, or 27 percent, of our 1999 net sales) include Flash memory devices and EPROMs. Flash Memory Devices. Our Flash memory devices are used in...

  • Page 11
    ...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 ($298 million, or 10 percent, of our 1999 net sales) include telecommunication and networking products. In October 1999...

  • Page 12
    ... performance improvements. Competition 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...

  • Page 13
    Manufacturing Facilities Our current IC manufacturing facilities are described in the chart set forth below: Facility Location Austin, Texas Fab 25...Fab 14/15(1)...Aizu-Wakamatsu, Japan FASL(2)...FASL II(2)...Sunnyvale, California SDC... Production Technology Approximate Wafer Size (in Clean Room...

  • Page 14
    ...equipment in Dresden Fab 30, a 900,000-square-foot submicron integrated circuit manufacturing and design facility located in Dresden, in the State of Saxony, Germany. AMD, the Federal Republic of Germany, the State of Saxony and a consortium of banks are supporting the project. We currently estimate...

  • Page 15
    ... 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 and abroad (primarily Europe and Asia Pacific). We...

  • Page 16
    ... 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 we both transfer and receive...

  • Page 17
    ... Group. Before that, he was a director of Marketing for the Personal Computer Products Division. Thomas M. McCoy--Mr. McCoy, 49, is Senior Vice President, General Counsel, Secretary and Year 2000 Compliance Officer of Advanced Micro Devices, Inc. He held the office of Vice President, General Counsel...

  • Page 18
    ...was Senior Vice President and Chief Marketing Executive. ITEM 2. PROPERTIES Our principal engineering, manufacturing, warehouse and administrative facilities comprise approximately 4.0 million square feet and are located in Sunnyvale, California; Austin, Texas; and Dresden, Germany. Over 3.1 million...

  • Page 19
    ... industry in the wafer fabrication process prior to 1979. At least one of the released chemicals (which we no longer use) 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...

  • Page 20
    ... 23 through 46 of our 1999 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 under the...

  • Page 21
    ... Financial Statements or Notes thereto. With the exception of the information specifically incorporated by reference into Parts II and IV of this Annual Report on Form 10-K, the 1999 Annual Report to Stockholders is not to be deemed filed as part of this report. 17 Source: ADVANCED MICRO DEVIC...

  • Page 22
    ..., Reimbursement and Indemnity Agreement, dated as of August 1, 1996, between AMD and IBJ Schroder Bank & Trust Company, filed as Exhibit 4.4 to AMD's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated by reference. 18 4.4 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 23
    .... Forms of Stock Option Agreements, filed as Exhibit 10.8 to AMD's Annual Report on Form 10-K for the fiscal year ended December 29, 1991, are hereby incorporated by reference. 19 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 *10.1 *10.2 *10.3 *10.4 *10.5 *10.6 Source: ADVANCED MICRO DEVIC...

  • Page 24
    ...*10.22 **10.23(a) Joint Venture Agreement between AMD and Fujitsu Limited, filed as Exhibit 10.27(a) to AMD's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference. 20 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 25
    ... agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and lender, filed as Exhibit 10.24(d) to AMD's Quarterly Report on Form 10-Q for the period ended September 28, 1997, is hereby incorporated by reference. 21 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 26
    ...27 *10.28(a) AMD Executive Savings Plan (Amendment and Restatement, effective as of August 1, 1993), filed as Exhibit 10.30 to AMD's Annual Report on Form 10-K for the fiscal year ended December 25, 1994, is hereby incorporated by reference. 22 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 27
    ... Intel Corporation, filed as Exhibit 10.38 to AMD's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, is hereby incorporated by reference. Contract for Transfer of the Right to the Use of Land between AMD (Suzhou) Limited and China-Singapore Suzhou Industrial Park Development...

  • Page 28
    ...dated February 6, 1998, among AMD Saxony Manufacturing GmbH, Dresdner Bank AG and Dresdner Bank Luxembourg S.A., filed as Exhibit 10.50(a-2) to AMD's Annual Report on Form 10-K/A (No.1) for the fiscal year ended December 28, 1997, is hereby incorporated by reference. 24 Source: ADVANCED MICRO DEVIC...

  • Page 29
    ..., dated as of March 11, 1997, among AMD, AMD Saxony Holding GmbH, AMD Saxony Manufacturing GmbH and Dresdner Bank AG, filed as Exhibit 10.50(h) to AMD's Quarterly Report on Form 10-Q for the period ended March 30, 1997, is hereby incorporated by reference. 25 Source: ADVANCED MICRO DEVIC, 10...

  • Page 30
    ... AMD Saxony Manufacturing GmbH, filed as Exhibit 10.50(p2) to AMD's Annual Report on Form 10-K for the fiscal year ended December 28, 1997, is hereby incorporated by reference. 10.51 Loan and Security Agreement, dated as of July 13,1999, among AMD, AMD International Sales and Service, Ltd. and Bank...

  • Page 31
    ...5-Other Events was filed announcing the intention of AMD to sell the Communications Group. A Current Report on Form 8-K dated November 11, 1999 reporting under Item 5--Other Events was filed announcing expected revenues in the fourth quarter. 27 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 32
    .... Advanced Micro Devices, Inc. March 16, 2000 /s/ Francis P. Barton By: _____ Francis P. Barton Senior Vice President, 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 of the registrant...

  • Page 33
    ... Financial Statements or Notes thereto. With the exception of the information specifically incorporated by reference into Parts II and IV of this Annual Report on Form 10-K, our 1999 Annual Report to Stockholders is not to be deemed filed as part of this report. F-1 Source: ADVANCED MICRO DEVIC...

  • Page 34
    ... the incorporation by reference in this Annual Report (Form 10K) of Advanced Micro Devices, Inc. of our report dated January 14, 2000 included in the 1999 Annual Report to Stockholders of Advanced Micro Devices, Inc. Our audits also included the financial statement schedule of Advanced Micro Devices...

  • Page 35
    ...Allowance for doubtful accounts: Years ended: December 28, 1997...December 27, 1998...December 26, 1999... $ 9,809 11,221 12,663 $1,500 1,498 3,543 $ (88) (56) (828) $11,221 12,663 15,378 -------(1) Accounts (written off) recovered, net. F-3 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 36
    AMD-22934-A Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 37
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 38
    ...that in the event that the annual meeting is called for a date that is ------not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than the close of business on the 1 (a) Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 39
    ... by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder's notice as described above. 2 Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 40
    ... election or reelection as a director (i) the name, age, nationality, business address and residence address of the person, (ii) the principal occupation and employment of the person, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or...

  • Page 41
    ... be given that shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the Certificate of Incorporation or these Bylaws, the written notice of any meeting shall be given not...

  • Page 42
    ... the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within thirty (30) days before or after such anniversary date, notice by the stockholder in order to be timely must be so received not later than...

  • Page 43
    ... name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Corporation which are owned beneficially and of record of such stockholder and such beneficial owner, (iii) a description of all...

  • Page 44
    ... of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period. Section 10. (a) Every written consent...

  • Page 45
    ... delivery to its registered office in the State of Delaware or to the Secretary of the Corporation at the Corporation's principal place of business. Delivery to the Corporation's registered office shall be made by hand or by certified or registered mail, return receipt requested. In the event of the...

  • Page 46
    ...meeting or any adjournment thereof and to make a written report thereof. The Board of Directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or 9 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 47
    ... (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspector's count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and...

  • Page 48
    ... meeting, or if sent by telephone, telegram, facsimile or e-mail not less than 24 hours before the date of the meeting to the director in accordance with the information for such communications as it appears in the records of the Corporation. 11 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 49
    ...of the Delaware Corporation Law, meetings of the Board of Directors may be held by use of conference telephone communications equipment by means of which all persons participating in the meeting can hear each other. Section 11. Unless otherwise restricted by the Certificate of Incorporation or these...

  • Page 50
    .... 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 bylaws otherwise provide. 13 Source: ADVANCED MICRO DEVIC, 10...

  • Page 51
    ... shall be the chief executive officer of the Corporation; he shall preside at all meetings of the stockholders and directors, shall have general and active management of the business of the Corporation, shall see that all orders and resolutions of the board are carried into effect and shall perform...

  • Page 52
    ... sign all certificates, contracts and other instruments of the Corporation, except as otherwise limited in writing by the chairman of the board or the president of the Corporation, and shall have such other authority and perform such other duties as these bylaws or the Board of Directors, executive...

  • Page 53
    ...issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. LOST CERTIFICATES Section 3. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by...

  • Page 54
    ... to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. Section 5. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at...

  • Page 55
    ... shall set forth as to each person whom the stockholder proposes to elect as a director (i) the name, age, business address, residence address and nationality of the person, (ii) the principal occupation and employment of the person, (iii) the class or series and number of shares of capital stock of...

  • Page 56
    ... cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Section 2. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in...

  • Page 57
    ... reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (an...

  • Page 58
    ... reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another Corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (an...

  • Page 59
    .... The term "other enterprise" as used in this Section shall mean any other Corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise which such person is or was serving at the request of the Corporation as a director, officer or employee. The provisions of this...

  • Page 60
    ... Corporation may purchase and maintain insurance on behalf of any person who is or was a director 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, employee benefit plan...

  • Page 61
    ... or employees, so that any person who is or was a director, officer or employee, of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer or employee of another corporation, partnership, joint venture, trust, employee benefit plan or...

  • Page 62
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 63
    EXHIBIT 4.2(c ADVANCED MICRO DEVICES, INC. ISSUER 11% Senior Secured Notes due 2003 SECOND SUPPLEMENTAL INDENTURE Dated as of April 8, 1999 United States Trust Company of New York TRUSTEE Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 64
    ... INDENTURE This SECOND SUPPLEMENTAL INDENTURE (this "Second Supplemental Indenture"), dated as of April 8, 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...

  • Page 65
    ... the Indenture, the respects hereinafter set forth, to provide that, from and after the date of this Second Supplemental Indenture, the Company shall, following receipt of the Net Proceeds from Asset Sales (including, without limitation, Asset Sales of the capital stock or assets of the PLD...

  • Page 66
    ..."Within 24 months after the receipt of any Net Proceeds from an Asset Sale, the Company may apply, or may cause the applicable Restricted Subsidiary to apply, such Net Proceeds to (i) the acquisition by the Company of all of the Capital Stock of any Person in the same or a substantially similar line...

  • Page 67
    ... shall become effective as of the date first written above. Headings. The Section references herein are for -------convenience of reference only and shall not affect the construction hereof. [Remainder of page intentionally left blank] 4 Section 7. Section 6. Source: ADVANCED MICRO DEVIC, 10-K405...

  • Page 68
    ... Supplemental Indenture to be duly executed by their duly authorized officers and attested, all as of the day and year first above written. ADVANCED MICRO DEVICES, INC. /s/Francis P. Barton By: Francis P. Barton Title: Senior Vice President and Chief Financial Officer UNITED STATES TRUST COMPANY...

  • Page 69
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 70
    ... 8, 1999, among Advanced Micro Devices, --------Inc., a Delaware corporation (the "Company"), the "Banks" party to the Credit ------Agreement referenced below (collectively, the "Banks"), ABN AMRO Bank N.V., as ----Syndication Agent for the Banks (the "Syndication Agent"), Canadian Imperial Bank of...

  • Page 71
    ..."), by the Company in the capital stock of Vantis Corporation or in the entity acquiring the Vantis Subsidiary as a portion of the consideration for the sale or transfer of the assets or capital stock of the Vantis Subsidiary, to the extent such Investments are permitted by waiver as set forth in...

  • Page 72
    ...Company's second fiscal quarter of 1999, plus (iv) 100% of the Net Issuance Proceeds (net of Taxes payable in ---respect thereof) of any sale of capital stock of the Vantis Subsidiary by or for the account of the Company... by this Amendment. 3 (b) Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 73
    ... Subsidiaries after the Effective Date, would exceed 20% of the Company's Consolidated Tangible Net Worth measured as of the Effective Date, (ii) set forth in Section 7.02(e)(ii) which would otherwise prohibit a percentage of the sales price to be paid in capital stock of the Vantis Subsidiary...

  • Page 74
    ... respective terms, without defense, counterclaim or offset. Amendment Effective Date. This Amendment will become effective as of March 18, 1999, provided that the Agent has received (a) from each of the -------Company and the Majority Banks an executed counterpart of this Amendment, (b) from the...

  • Page 75
    ... not be construed against the Banks, the Syndication Agent, the Documentation Agent or the Agent merely because of the Agent's or such other Person's involvement in the preparation of such documents and agreements. [Signature pages follow.] 6 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 76
    ... executed and delivered in San Francisco, California, by their proper and duly authorized officers as of the day and year first above written. THE COMPANY ----------ADVANCED MICRO DEVICES, INC. By: /s/ Francis P. Barton Title: Sr. Vice President and Chief Financial Officer THE AGENT --------BANK...

  • Page 77
    ...--------BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Bank By: /s/Roger Fleischmann Title: ABN AMRO BANK N.V., as a Bank By: /s/Nanci H. Meyer Vice President Title: By: /s/Thomas R. Wagner Group Vice President 8 Title: Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 78
    ...Vice President ---------------------------------------------- Title: THE DAI-ICHI KANGYO BANK, LTD. By: ---------------------------------------------------------------------------------------------9 Title: Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 79
    ... By: Mary K. Young Assistant Vice President Title: THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED By: /s/Noboiu Akahane Title: NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION By: Douglas A. Lindstrom Assistant Vice President 10 Title: Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 80
    ... ---------------------------------------------------------------------------------------------- Title: UNION BANK OF CALIFORNIA, N.A. By: ---------------------------------------------------------------------------------------------11 Title: Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 81
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 82
    ...to the Technology Development and License Agreement ("Agreement") entered into as of October 1, 1998 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 94088-3453, and...

  • Page 83
    ...as part of such *****, Page 2 CONFIDENTIAL *****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-K405, March 21, 2000

  • Page 84
    ... Motorola under AMD Intellectual Property, a non-exclusive, non-transferable, worldwide, royalty-free license to: (i) (ii) (iii) (iv) practice the methods and processes of ***** and AMD Improvements to *****, make, have made, use, import and sell devices manufactured using ***** and AMD Improvements...

  • Page 85
    ... first commercial shipment of a product manufactured using HIP6L. AMD will assign engineers to work in agreed-upon wafer fabrication facilities of Motorola in order to gain an understanding of *****. AMD will install an ***** production process in AMD's *****. Motorola will train and support the AMD...

  • Page 86
    ... prior to this Amendment, as the case may be. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of January 21, 2000. ADVANCED MICRO DEVICES, INC. Signature: Name MOTOROLA, INC. Signature: Name Page 5 CONFIDENTIAL ***** Certain information on this page has been...

  • Page 87
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 88
    ... the beneficial owner, directly or indirectly, of securities of the Company representing more than 35% of the combined voting power of the Company's then outstanding securities; or (ii) in any two year period, individuals who were members of the Board of Directors (the "Board") at the beginning...

  • Page 89
    ... this Agreement or otherwise are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or similar state tax and/or assessment), the Company shall pay to you an amount necessary to place you in the same after-tax position as you would have been in had no...

  • Page 90
    ... of Control, your "highest annual bonus" will be determined by annualizing the bonus earned during your period of employment. (2) Equity Compensation. All unvested stock options, stock appreciation rights and restricted stock awards held by you at the time of your Date of Termination shall be deemed...

  • Page 91
    ... termination was preceded by a Change of Control, including but not limited to accrued vacation or sick pay, amounts or benefits payable under any employment agreement or any bonus or other compensation plans, stock option plan, stock ownership plan, stock purchase plan, life insurance plan, health...

  • Page 92
    ... by any amount received by you for any reason whatsoever from another employer or otherwise after the Date of Termination. 9. Indemnification. For at least six years following a Change of Control, you shall continue to be indemnified under the Company's Certificate of Incorporation and Bylaws at...

  • Page 93
    ..., termination or invalidity hereof; or (ii) the provision of or failure to provide any other benefits upon a Change of Control pursuant to any other employment agreement, bonus or compensation plans, stock option plan, stock ownership plan, stock purchase plan, life insurance plan or similar plan or...

  • Page 94
    ... reduce any amounts otherwise payable, or in any way diminish your existing rights, or rights which would accrue solely as a result of the passage of time, under any employment agreement or other contract, plan or agreement with the Company. 7 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 95
    ...sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, ADVANCED MICRO DEVICES, INC. By: _____ Chairman of the Compensation Committee of the Board of Directors...

  • Page 96
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 97
    ...January 13, 2000 Mr. Hector Ruiz 8218 Chalk Knoll Drive Austin, TX 78735 Employment Agreement Dear Hector: On behalf of the Board of Directors of Advanced Micro Devices, Inc. ("AMD"), I am pleased to offer you the position of President and Chief Operating Officer of AMD on the terms set forth below...

  • Page 98
    ... Chief Executive Officer of AMD following the Company's 2002 Annual Meeting (a "Specific Constructive Termination"); (b) You may terminate your employment upon written notice to the Board of Directors at any time in your discretion. ("Voluntary Termination"); (c) AMD may terminate your employment...

  • Page 99
    ... the date of your termination of employment and your benefits will be continued under AMD's then existing benefit plans and policies for so long as provided under the terms of such plans and policies and as required by applicable law. Under certain circumstances, you will also be entitled to receive...

  • Page 100
    ..., office or location of employment. (c) If all or any portion of the amounts payable to you on your behalf under this agreement or otherwise are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or similar state tax and/or assessment), AMD shall pay...

  • Page 101
    ... forfeiture of any gains attributable to your 46,667 vested Motorola stock options. (a) In the event that you forfeit any portion of your Motorola 1999 Annual Bonus, AMD will pay an equivalent amount to you (not to exceed $500,000) on the date that you provide evidence of such forfeiture. (b) In the...

  • Page 102
    ...recently communicated to AMD in writing. Notices to AMD will be addressed to its General Counsel at AMD's corporate headquarters. (d) Waiver. No provision of this agreement will be modified or waived -----except in writing signed by you and an officer of AMD duly authorized by its Board of Directors...

  • Page 103
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 104
    ... States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service...

  • Page 105
    ... consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction...

  • Page 106
    ... the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary. -3- Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 107
    ..., employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the best...

  • Page 108
    ...Company, unless and only to the extent that any court in which the Proceeding was brought shall determine upon application... in part, the Company shall ...Section and without limitation, the termination of any claim,...Corporate Status, a witness -5- Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 109
    ... the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law; or -6- Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 110
    ... Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though -7- Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 111
    ... of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate...

  • Page 112
    ... by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. (b) If the person, persons or entity...

  • Page 113
    ... or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. (e) Actions of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise...

  • Page 114
    ... and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company's Articles of Incorporation, the Company's Bylaws, any agreement, a vote of stockholders...

  • Page 115
    ... continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other...

  • Page 116
    ..., demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been -13- Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 117
    ...shall provide to the Company. (b) If to the Company, to One AMD Place, Sunnyvale, California 94086, Attn: General Counsel, or to any other address as may have been furnished to Indemnitee by the Company. 21. Contribution. To the fullest extent permissible under applicable law, if the indemnification...

  • Page 118
    ... part of this Agreement or to affect the construction thereof. IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written. ADVANCED MICRO DEVICES, INC By: Chief Executive Officer -15INDEMNITEE Name: Address: Source: ADVANCED MICRO DEVIC...

  • Page 119
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 120
    ... selling prices for AMD Athlon microprocessors; our ability to increase manufacturing capacity to meet the demand for Flash memory products; the effect of foreign currency hedging transactions; our new submicron integrated circuit manufacturing and design facility in Dresden, Germany (Dresden Fab 30...

  • Page 121
    motherboards from third-party suppliers and increasing market acceptance of AMD Athlon microprocessors, as to which we cannot give any assurance. 6 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 122
    ... unit sales of Flash memory devices. Oversupply in the Flash market, combined with an increase in competition, caused downward pressure on the average selling price of Flash memory devices in 1998. In addition, average selling prices and unit sales of EPROMs declined. Communications Group net sales...

  • Page 123
    ... below, increases in spending for facilitization and pre-production process development in Dresden Fab 30 and research and development activities for the AMD Athlon microprocessor. These additional costs were partially offset in 1999 by savings in our Submicron Development Center (SDC) as a result...

  • Page 124
    ... Fab 25 related to the 0.35-micron wafer fabrication process; . $6 million for the write-off of capitalized costs related to discontinued system projects; . $3 million for the disposal of equipment taken out of service in the SDC; . $3 million for severance and employee benefits for 178 terminated...

  • Page 125
    ... AMD, has constructed and is installing equipment in Dresden Fab 30, a 900,000-square-foot submicron integrated circuit manufacturing and design facility located in Dresden, in the State of Saxony, Germany. AMD, the Federal Republic of Germany, Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 126
    ...Dresden Fab 30. The funding consists of: . . equity, subordinated loans and loan guarantees from AMD; loans from a consortium of banks; and . grants, subsidies and loan guarantees from the Federal Republic of Germany and the State of Saxony. 10 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 127
    ..., 1999. Finally, the Federal Republic of Germany and the State of Saxony are supporting the Dresden Fab 30 project, in accordance with the Dresden Loan Agreements, in the form of: . guarantees of 65 percent of AMD Saxony bank debt up to a maximum amount of $850 million; . . capital investment grants...

  • Page 128
    11 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 129
    ... rating of any investment issuer or guarantor. The portfolio includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity. We use proceeds from debt obligations primarily to support general corporate purposes, including capital expenditures and working...

  • Page 130
    The table below presents principal (or notional) amounts and related weighted-average interest rates by year of maturity for our investment portfolio and debt obligations as of December 26, 1999 and December 27, 1998. 12 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 131
    ... exchange rate movements on our operating results and on the cost of capital asset acquisition. Our accounting policy for these instruments is based on our designation of such instruments as hedging transactions. We do not use derivative financial instruments for speculative or trading purposes...

  • Page 132
    ... to ramp production in Dresden Fab 30 on 0.18-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 bus) in the design of the AMD Athlon microprocessor, and the availability of chipsets from...

  • Page 133
    14 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 134
    ... chipsets designed for these processors; . whether we can successfully fabricate higher performance AMD Athlon and AMD-K6 microprocessors in planned volume and speed mixes; . the effects of Intel's new product introductions, marketing strategies and pricing; . the continued market acceptance for AMD...

  • Page 135
    ... manufacturers and their channels of distribution through the Intel Inside advertising rebate program and other marketing programs. Intel invests billions of dollars in, and as a result exerts influence over, many other technology companies. 15 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 136
    ... with non-Intel processor-based PC systems. Intel's Pentium(R) III and Celeron(TM) microprocessors are sold only in form factors that are not physically or interface protocol compatible with "Socket 7" motherboards currently used with AMD-K6 microprocessors. Thus, Intel no longer supports the Socket...

  • Page 137
    16 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 138
    ...February 1998 to reflect planned upgrades in wafer production technology as well as the decline in the deutsche mark relative to the U.S. dollar, require that we partially fund Dresden Fab 30 project costs in the form of subordinated loans to, or equity investments in, AMD Saxony. In accordance with...

  • Page 139
    ... significant capital investments in Fab 25 and Dresden Fab 30. In addition, in 1999, the building construction of FASL II, a second Flash memory device manufacturing facility, was completed, equipment was installed and production was initiated. We have also built a new test and assembly facility in...

  • Page 140
    ... effect on our business. International Manufacturing and Foundries. Nearly all product assembly and final testing of our products are performed at our manufacturing facilities in Penang, Malaysia; Bangkok, Thailand; Suzhou, China; and Singapore; or by subcontractors in the United States and Asia...

  • Page 141
    ... from transferring assets to us, which will prevent us from using current or future assets of AMD Saxony other than to satisfy obligations of AMD Saxony. Technological Change and Industry Standards. The market for our products is generally characterized by rapid technological developments, evolving...

  • Page 142
    20 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 143
    ... 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. Order Revision and Cancellation Policies. We manufacture and market standard lines of products. Sales...

  • Page 144
    any Year 2000 issues that may arise are addressed as promptly as possible. Our inability to adequately address all Year 2000-related issues that may arise could have a material adverse impact on our operations. 21 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 145
    ...: ...quarterly fluctuations in our operating and financial results; announcements of new products and/or pricing by us or our competitors; the pace of new process technology and product manufacturing ramps; production yields of key products; and general conditions in the semiconductor industry. In...

  • Page 146
    ... OF OPERATIONS Three Years Ended December 26, 1999 (Thousands except per share amounts) 1999 1998 1997 Net sales $2,857,604 $2,542,141 $2,356,375 Expenses: Cost of sales 1,964,434 1,718,703 1,578,438 Research and development 635,786 567,402 467,877 Marketing, general and administrative 540...

  • Page 147
    ...27, 1998 (Thousands except per share amounts) 1999 1998 ASSETS Current assets: Cash and cash equivalents $ 294,125 $ 361,908 Short-term investments 302,386 335,117 Total cash, cash equivalents and short-term investments 596,511 697,025 Accounts receivable, net of allowance for doubtful accounts of...

  • Page 148
    ...of shares: Employee stock plans 2,679 26 31,153 --31,179 Fujitsu Limited 500 5 12,593 --12,598 Compensation recognized under employee stock plans --6,619 --6,619 December 26, 1999 148,656 $1,496 $1,121,956 $ 873,235 $(17,414) $1,979,273 See accompanying notes 25 Source: ADVANCED MICRO DEVIC, 10...

  • Page 149
    ... on disposal of property, plant and equipment 10,665 11,515 19,763 Net gain realized on sale of available-for-sale securities (4,250) -(4,978) Compensation recognized under employee stock plans 2,655 8,645 21,232 Undistributed income of joint venture (4,789) (11,591) (24,587) Recognition of deferred...

  • Page 150
    ... 28, 1997 Note 1: Nature of Operations AMD (the Company) is a semiconductor manfacturer with manufacturing facilities in the U.S., Europe and Asia and sales offices throughout the world. The Company's products include a wide variety of industry-standard integrated circuits (ICs) which are used in...

  • Page 151
    ... and the State of Saxony have agreed to support the Dresden Fab 30 project in the amount of $443 million (denominated in deutsche marks) consisting of capital investment grants and interest subsidies. Dresden Fab 30 is the Company's new integrated circuit manufacturing and design facility in Dresden...

  • Page 152
    ...pack services to Vantis. The Company expects the wafer fabrication and assembly, test, mark and pack service contracts to continue until September 2003. Approximately $43 million of revenue was generated from the above service contracts in 1999. Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 153
    29 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 154
    ... 1999 Cash equivalents: Commercial paper $ 19,505 -$ (21) $ 19,484 Money market funds 143,000 --143,000 Total cash equivalents $162,505 -$ (21) $162,484 Short-term investments: Money market auction rate preferred stocks $126,700 --$126,700 Certificates of deposit 27,454 -$ (26) 27,428 Corporate...

  • Page 155
    ... million call option contracts purchased in 1997 to hedge our obligations to provide loans to or invest equity in, AMD Saxony also expired. Fair Value of Other Financial Instruments The fair value of debt was estimated using discounted cash flow analysis based on estimated interest rates for similar...

  • Page 156
    ... certificates of deposit from banks having combined capital, surplus and undistributed profits of not less than $200 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 tax...

  • Page 157
    ---------------------------------------------------------------------Net deferred tax assets (liabilities) $ (4,535) $ 171,175 ---------------------------------------------------------------------32 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 158
    ... income at other than U.S. rates (4,952) (6.7) Net operating losses not currently benefitted 126,684 172.1 Other 2,600 3.5 167,350 227.3 1998 Statutory federal income tax benefit $(72,598) (35.0)% State taxes, net of federal benefit (8,000) (3.9) Tax-exempt Foreign Sales Corporation income (940...

  • Page 159
    ..., capital lease obligations and other, less current portion $1,427,282 $1,372,416 The 1996 syndicated bank loan agreement (the Credit Agreement) provided for a $150 million three-year secured revolving line of credit and a $250 million four-year secured term loan. On June 25, 1999, the Company...

  • Page 160
    ... and Fab 30. In 1997, interest expense primarily consisted of interest expense incurred on the Company's Senior Secured Notes sold in August 1996 and interest on the Company's $250 million four-year secured term loan, net of interest capitalized primarily related to Source: ADVANCED MICRO DEVIC, 10...

  • Page 161
    the second phase of construction of Fab 25 and Dresden Fab 30. 35 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 162
    ... 15, 1999, the Vantis segment. The Company's reportable segments were organized as discrete and separate functional units with separate management teams and separate performance assessment and resource allocation processes. The AMD segment produces microprocessors, core logic products, Flash memory...

  • Page 163
    Vantis segment 6,141 2,491 1,754 Total expenditures for long-lived assets $ 619,772 $ 996,170 $ 685,100 Depreciation and amortization expense: AMD segment $ 513,247 $ 463,719 $ 390,577 36 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 164
    ... prices of NSOs range from $0.01 to the fair market value of the common stock on the date of grant. As of December 26, 1999, 2,884 employees were eligible and participating in the plans. In 1998, the Compensation Committee of the Company's Board of Directors approved a stock option repricing program...

  • Page 165
    ----------------------------------------------------------------------------------------------------------------------------------- 37 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 166
    ... of the fair market value at specified dates. As of December 26, 1999, 1,566,766 common shares remained available for issuance under the plan. A summary of stock purchased under the plan is shown below: (Thousands except employee participants) 1999 1998 1997 Aggregate purchase price $13,294 $14...

  • Page 167
    ...and 1997 was $4.77 per share, $6.21 per share and $8.42 per share, respectively. Note 11: Other Employee Benefit Plans Profit Sharing Program. The Company had a profit sharing program to which the Board of Directors authorized semiannual contributions. Effective January 2000, profit sharing is based...

  • Page 168
    ..., 1999. Finally, the Federal Republic of Germany and the State of Saxony are supporting the Dresden Fab 30 project, in accordance with the Dresden Loan Agreements, in the form of: . guarantees of 65 percent of AMD Saxony bank debt up to a maximum amount of $850 million; Source: ADVANCED MICRO DEVIC...

  • Page 169
    . . capital investment grants and allowances totaling $287 million; and interest subsidies totaling $156 million. 40 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 170
    ... required to pay Intel minimum nonrefundable royalties through 2000. Note 13: Investment in Joint Venture In 1993, the Company formed a joint venture (FASL) with Fujitsu Limited for the development and manufacture of non-volatile memory devices. FASL operates advanced IC manufacturing facilities in...

  • Page 171
    41 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 172
    ... equipment in the Submicron Development Center (SDC); . write-off of equipment taken out of service in Fab 25, our integrated circuit (IC) manufacturing facility located in Austin, Texas, related to the 0.35-micron wafer fabrication process; and write-off of capitalized costs related to discontinued...

  • Page 173
    ... received a notice dated October 14, 1998 from the Environmental Protection Agency (EPA) indicating that the EPA has determined AMD to be a potentially responsible party that arranged for disposal of hazardous substances at a site located in Santa Barbara County, California. The Company is currently...

  • Page 174
    ... of its operations and its cash flows for each of the three years in the period ended December 26, 1999, in conformity with accounting principles generally accepted in the United States. /s/ Ernst & Young LLP San Jose, California January 14, 2000 44 Source: ADVANCED MICRO DEVIC, 10-K405, March 21...

  • Page 175
    ... FINANCIAL DATA 1999 and 1998 by Quarter (Unaudited) (Thousands except per share and market price amounts) 1999 1998 Dec. 26 Sept. 26 June 27 Mar. 28 Dec. 27 Sept. 27 June 28 Mar. 29 Net sales $968,710 $ 662,192 $ 595,109 $ 631,593 $788,820 $685,927 $ 526,538 $ 540,856 Expenses: Cost of sales...

  • Page 176
    ... Windows are registered 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. 46 Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 177
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 178
    ... GmbH AMD Saxony Manufacturing GmbH (3) AMD Foreign Sales Corporation Advanced Micro Devices S.p.A. AMD Japan Ltd. Advanced Micro Devices Sdn. Bhd. Advanced Micro Devices Export Sdn. Bhd. (4) Advanced Micro Devices Services Sdn. Bhd. AMD (Netherlands) B.V. (5) Advanced Micro Devices (Singapore) Pte...

  • Page 179
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 180
    ... 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 26, 1999, and any and...

  • Page 181
    Source: ADVANCED MICRO DEVIC, 10-K405, March 21, 2000

  • Page 182
    ...1999 ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000