AMD 2001 Annual Report Download

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FORM 10-K
ADVANCED MICRO DEVICES INC - amd
Filed: March 07, 2002 (period: December 30, 2001)
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 07, 2002 (period: December 30, 2001) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ...REPORTS ON FORM 8-K Item 5--Other Events was filed announcing our intention to close two SIGNATURES ITEM 14(a) (1) and (2) EX-4.14 (INDENTURE DATED 01/29/02) EX-4.15 (FORM OF AMD 4.75% CONVERTIBLE SENIOR DEBENTURES) EX-4.16 (REGISTRATION RIGHTS AGREEMENT) EX-10.23(A) (AMD'S U.S. STOCK OPTION PROGRAM...

  • Page 3
    EX-10.47 (EMPLOYMENT AGREEMENT) EX-13 (PAGES OF AMD'S 2001 ANNUAL REPORT) EX-21 (LIST OF SUBSIDIARIES) EX-24 (POWER OF ATTORNEY)

  • 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
    ... Inc. Microsoft, Windows, Windows NT and MS-DOS are either registered trademarks or trademarks of Microsoft Corporation in the United States and/or other jurisdictions. Other terms used to identify companies and products may be trademarks of their respective owners. Source: ADVANCED MICRO DEVIC, 10...

  • Page 6
    ... 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) 732-2400...

  • Page 7
    ... cannot be programmed by an end user because the system is preprogrammed to execute a specific task. Key markets for embedded processors include telecommunications, networking, office automation, storage, automotive applications and industrial control. The Memory Market Memory ICs store data and...

  • Page 8
    ... main memory, and SRAM provides specialized high-speed memory. We do not produce any DRAM products, which make up the largest part of the memory market, or SRAM products. AMD produces Flash memory devices and EPROM devices. Flash and other non-volatile memory devices are used in applications in...

  • Page 9
    ...of chipsets, and networking products. Our Foundry Services segment consisted of service fees from Legerity, Inc., our former voice communication products subsidiary, and Vantis. Core Products Our Core Products segment ($3.8 billion, or 97 percent, of our 2001 net sales) includes PC processor, memory...

  • Page 10
    ... of these third-party designers and manufacturers have lost significant market share or exited the business. In addition, these companies produce chipsets, motherboards, BIOS software and other components to support each new generation of Intel's microprocessors, and Intel has significant leverage...

  • Page 11
    ... expect competition in the market for Flash memory devices to increase in 2002 and beyond as existing manufacturers introduce new products and industry-wide production capacity increases. In 2001, most of our Flash memory devices were produced in Japan through Fujitsu AMD Semiconductor Limited (FASL...

  • Page 12
    ..., web tablets, and portable and wired Internet access devices and gateways. Employees of Alchemy will be part of our new Personal Connectivity Solutions group, which will be dedicated to delivering connectivity solutions for the non-PC devices listed above. Research and Development; Manufacturing...

  • Page 13
    ... of 2001. We also have foundry arrangements for the production of our products by third parties. Research and development are conducted at our Submicron Development Center, a 42,000 square foot facility located in Sunnyvale, California, Fab 25 and Dresden Fab 30. 9 Source: ADVANCED MICRO DEVIC, 10...

  • Page 14
    ...we have relating to FASL, Dresden Fab 30, Motorola and UMC are set forth below: FASL. In 1993, we formed FASL, a joint venture with Fujitsu, for the development and manufacture of non-volatile memory devices. FASL operates advanced IC manufacturing facilities in Aizu-Wakamatsu, Japan (FASL JV1, FASL...

  • Page 15
    ... technologies to FASL. In addition, both companies 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...

  • Page 16
    ... the cost overrun facility made available by the banks. Under the February 2001 amendments, we were released from financial covenants limiting capital expenditures and requiring AMD Saxony to achieve capacity and production cost targets by the end of 2001. As of December 30, 2001, $59 million of...

  • Page 17
    ... PC processors to augment Dresden Fab 30 production capacity for devices produced on 130-nanometer and smaller-geometry technology. 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...

  • Page 18
    ... advantage to us. Further, patent applications that we file may not be issued. Despite our efforts to protect our rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to cost-effectively...

  • Page 19
    ... associate and then as a partner, from 1977 to 1995. Robert J. Rivet--Mr. Rivet, 47, is our Senior Vice President and Chief Financial Officer. Mr. Rivet joined us in September 2000. Before joining us, he had served as Senior Vice President and Director of Finance of the Semiconductor Products Sector...

  • Page 20
    ... offices in North America, 11 sales offices in Asia Pacific, 11 sales offices in Europe and one sales office in South America for our direct sales force. These offices are located in cities in major electronics markets where concentrations of our customers are located. Leases covering our facilities...

  • Page 21
    ... will not have a material adverse effect on our business. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of the fiscal year covered by this report. 17 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 22
    ... (symbol "AMD") is listed on 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 47 and 48 of our 2001 Annual Report to...

  • Page 23
    ... under the captions, "Board Compensation Committee Report on Executive Compensation," "Board Audit Committee Report" and "Performance Graph" in our 2002 Proxy Statement is not incorporated by reference in this Annual Report on Form 10-K. 19 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 24
    ... 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, between AMD and NexGen, Inc., filed as Exhibit 2 to...

  • Page 25
    ... Plan of Merger, dated January 11, 1996, between AMD and NexGen, Inc., filed as Exhibit 2.2 to AMD's Current Report on Form 8-K dated January 17, 1996, is hereby incorporated by reference. Stock Purchase Agreement dated as of April 21, 1999, by and between Lattice Semiconductor Corporation and AMD...

  • Page 26
    ...Suisse First Boston Corporation and Salomon Smith Barney Inc. AMD 1982 Stock Option Plan, as amended, filed as Exhibit 10.1 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference. 22 4.14 4.15 4.16 *10.1 Source: ADVANCED MICRO DEVIC, 10...

  • Page 27
    ... 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 28
    ...19 Intellectual Property Agreements with Intel Corporation, filed as Exhibit 10.21 to AMD's Annual Report on Form 10-K for the fiscal year ended December 29, 1991, are hereby incorporated by reference. *10.20 Form of Indemnification Agreements with former officers of Monolithic Memories, Inc., filed...

  • Page 29
    ... Limited, filed as Exhibit 10.23(j) to AMD's Quarterly Report on Form 10-Q for the period ended July 1, 2001, is hereby incorporated by reference. *10.23 AMD's Stock Option Program for Employees Outside the U.S. for options granted after April 25, 2000, filed as Exhibit 10.24 to AMD's Annual Report...

  • Page 30
    ... 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 31
    ... June 29, 1999, among AMD, AMD Saxony Holding GmbH, Dresdner Bank AG and Dresdner Bank Luxembourg S.A., filed as Exhibit 10.50 (f-3) to AMD's Quarterly Report on Form 10-Q for the period ended June 27, 1999, is hereby incorporated by reference. 27 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 32
    ... Wafer Purchase Agreement, dated as of February 20, 2001, between AMD and AMD Saxony Holding GmbH, filed as Exhibit 10.50(j-1) to AMD's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, is hereby incorporated by reference. **10.43(k) AMD Holding Research, Design and Development...

  • Page 33
    ... AMD and Hector de J. Ruiz. Form of indemnification agreements with officers and directors of AMD, filed as Exhibit 10.56 to AMD's Annual Report on Form 10-K for the fiscal year ended December 26, 1999, is hereby incorporated by reference. 29 *10.46 *10.47 *10.48 Source: ADVANCED MICRO DEVIC...

  • Page 34
    ... Item 5--Other Events was filed announcing expected financial results in the fourth quarter. 5. A Current Report on Form 8-K dated December 6, 2001 reporting under Item 5--Other Events was filed announcing updated expected financial results in the fourth quarter. 30 Source: ADVANCED MICRO DEVIC, 10...

  • Page 35
    ...thereunto duly authorized. Advanced Micro Devices, Inc. March 6, 2002 By: /s/ ROBERT J. RIVET Robert J. Rivet 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...

  • Page 36
    ... of the information specifically incorporated by reference into Parts II and IV of this Annual Report on Form 10-K, our 2001 Annual Report to Stockholders is not to be deemed filed as part of this report. F- 1 ------- 46 25 26 27 28 29-45 -- Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 37
    ...the incorporation by reference in this Annual Report (Form 10-K) of Advanced Micro Devices, Inc. of our report dated January 8, 2002 with respect to the consolidated financial statements of Advanced Micro Devices, Inc. included in the 2001 Annual Report to Stockholders of Advanced Micro Devices, Inc...

  • Page 38
    ... Inc. 1987 Employee Stock Plan; and Post-Effective Amendment No. 2 on Form S-3 to the Registration Statement on Form S-4 (No. 33-64911) pertaining to common stock issuable to certain warrantholders. /s/ ERNST & YOUNG LLP . . San Jose, California March 6, 2002 F-3 Source: ADVANCED MICRO DEVIC, 10...

  • Page 39
    ... ended: December 26, 1999...December 31, 2000...December 30, 2001... Balance End of Period ------- $12,663 15,378 22,712 $3,543 8,154 9,791 $ (828) (820) (13,233) $15,378 22,712 19,270 -------/(1)/ Accounts (written off) recovered, net. F-4 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 40
    AMD-25689-A Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 41
    Exhibit 4.14 ADVANCED MICRO DEVICES, INC. as Issuer AND THE BANK OF NEW YORK as Trustee _____ Indenture Dated as of January 29, 2002 _____ 4.75% Convertible Senior Debentures Due 2022 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 42
    ... OF GENERAL APPLICATION SECTION 1.01. Definitions...SECTION 1.02. Compliance Certificates and Opinions...SECTION 1.03. Form of Documents Delivered to Trustee...SECTION 1.04. Acts of Holders; Record Dates...SECTION 1.05. Notices, Etc., to Trustee and Company...SECTION 1.06. Notice to Holders; Waiver...

  • Page 43
    ..., Destroyed, Lost and Stolen Securities...SECTION 3.07. Persons Deemed Owners...SECTION 3.08. Book-entry Provisions for Global Securities...SECTION 3.09. Cancellation...SECTION 3.10. Special Transfer Provisions...SECTION 3.11. Cusip Numbers...ARTICLE 4 SATISFACTION AND DISCHARGE SECTION 4.01...

  • Page 44
    ... Held in Trust...SECTION 6.07. Compensation and Reimbursement...SECTION 6.08. Disqualification; Conflicting Interests...SECTION 6.09. Corporate Trustee Required; Eligibility...iii 39 39 40 40 40 41 41 41 42 42 42 42 43 43 43 44 45 45 45 45 46 46 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 45
    ...' LISTS AND REPORTS BY TRUSTEE SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders...SECTION 7.02. Preservation of Information; Communications to Holders...SECTION 7.03. Reports by Trustee...SECTION 7.04. Reports by Company...ARTICLE 8 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER...

  • Page 46
    ... of Redemption Price...SECTION 11.06. Securities Redeemed in Part...SECTION 11.07. Conversion Arrangement on Call for Redemption...SECTION 11.08. Purchase of Securities at Option of the Holder...v 54 54 54 55 56 56 56 57 57 57 57 57 58 58 59 59 59 59 60 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 47
    ..., Merger or Sale...80 SECTION 13.07. Taxes on Shares Issued...80 SECTION 13.08. Reservation of Shares; Shares to be Fully Paid; Compliance with Governmental Requirements; Listing of Common Stock...81 SECTION 13.09. Responsibility of Trustee...81 vi Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 48
    SECTION 13.10. Notice to Holders Prior to Certain Actions...vii 82 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 49
    ..., between ADVANCED MICRO DEVICES, INC., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (herein called the "Company"), having its principal office at One AMD Place, Sunnyvale, California 94088, and THE BANK OF NEW YORK, a New York banking corporation duly...

  • Page 50
    ... in The City of New York are authorized or obligated by law, or executive order or governmental decree to be closed. "Capital Stock" means any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, including, without limitation, with respect...

  • Page 51
    ... administered, which office is, at the date of this Indenture, located at 101 Barclay Street, New York, New York 10286, Attention: Corporate Trust Administration. "corporation" means a corporation, association, company, joint-stock company or business trust. 3 Source: ADVANCED MICRO DEVIC, 10...

  • Page 52
    ... segment of the accounting profession, in each case, as in effect in the United States on the date hereof. "Global Security" means a Security in global form registered in the Security Register in the name of a Depositary or a nominee thereof. 4 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 53
    .... "Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time. "Issue Date" means the date the Securities are originally issued as set forth on the face of the Security under this Indenture. "Maturity", when used with...

  • Page 54
    ... and Additional Amounts on or Redemption Price, or Purchase Price or Fundamental Change Repurchase Price of any Securities on behalf of the Company. The Trustee shall initially be the Paying Agent. "Person" means any individual, corporation, partnership, limited liability company, joint venture...

  • Page 55
    ...the Company and the Initial Purchasers in connection with the sale of the Securities. "Purchase Date" has the meaning specified in Section 11.08. ----"Purchase Notice" has the meaning specified in Section 11.08. ----"Purchase Price" has the meaning specified in the Securities. "Purchased Shares" has...

  • Page 56
    ...if any, is due and payable. "Step-up Date" has the meaning specified the Securities. "Stock Transfer Agent" means EquiServe Trust Company, N.A. or such other Person designated by the Company as the transfer agent for the Common Stock. "Subsidiary" means a corporation more than 50% of the outstanding...

  • Page 57
    ...the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president". "Voting Stock" has the meaning specified in Section 11.09. ----SECTION 1.02. Compliance Certificates and Opinions . Upon any application or...

  • Page 58
    .... Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. SECTION 1.04. Acts of Holders; Record Dates. (a) Any...

  • Page 59
    ... in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at such Holder's address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case...

  • Page 60
    ... with the laws of the State of New York. SECTION 1.13. Legal Holiday. In any case where any Interest Payment Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities) 12 Source: ADVANCED MICRO DEVIC, 10...

  • Page 61
    ... ACT PROVIDED BY RULE 144A OR REGULATION S THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF ADVANCED MICRO DEVICES, INC. THAT (A) THIS SECURITY AND THE COMMON STOCK ISSUABLE UPON CONVERSION THEREOF MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON...

  • Page 62
    ... IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS...

  • Page 63
    ...: TREASURER, ADVANCED MICRO DEVICES, INC., ONE AMD PLACE, SUNNYVALE, CA 94088. ADVANCED MICRO DEVICES, INC. 4.75% Convertible Senior Debentures Due 2022 No. [ ] CUSIP NO. [ ] U.S. $[ ] Advanced Micro Devices, Inc., a corporation duly organized and validly existing under the laws of the State of...

  • Page 64
    be made by check mailed to the address of the Holder of this Security specified in the register of Securities, or, at the option of the Holder of this Security, at the Corporate Trust Office, in such lawful money of the United States of America as at the time of payment shall be legal tender for the...

  • Page 65
    ... the last reported sale price of the Company's common stock is at least 130% of the then effective Conversion Price for at lease 20 Trading Days within a period of 30 consecutive Trading Days ending within five Trading Days of the date of the redemption notice. Purchase By the Company at the Option...

  • Page 66
    ... of New York, or at the option of such Holder, the Corporate Trust Office, and, unless the shares issuable on conversion are to be issued in the same name as this Security, duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or...

  • Page 67
    .... A Holder of Securities may obtain the issue price, issue date, amount of original issue discount, yield to maturity, comparable yield and projected payment schedule by submitting a written request to the Company at the following address: Advanced Micro Devices, Inc., One AMD Place, Sunnyvale, CA...

  • Page 68
    ... of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and...

  • Page 69
    ... by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 21 Source: ADVANCED MICRO DEVIC, 10...

  • Page 70
    ... Security to Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint _____ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: _____ Signed: _____ (Sign exactly as your name...

  • Page 71
    ... investment letter in the case of box (3)) and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 23 Source: ADVANCED MICRO DEVIC...

  • Page 72
    ... Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 24 Source: ADVANCED MICRO DEVIC, 10...

  • Page 73
    ... that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date:_____ NOTICE: Signed: _____ To be executed by an executive officer. 25 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 74
    ... of $1,000): $_____ If you want the stock certificate made out in another person's name, fill in the form below Insert other person's social security or tax ID no Print or type other person's name, address and zip code) Date: _____ Signed: _____ (Sign exactly as your name appears on the other...

  • Page 75
    ... shall bear the ---applicable legends set forth on the face of the form of Security in Section 2.02. Except as provided in Section 3.05 and Section 3.10, the Trustee shall not ---------issue any unlegended Security until it has received an Officers' Certificate from the Company directing it to do so...

  • Page 76
    ... or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the 28 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 77
    ... so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in 29 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 78
    ...cease and terminate upon delivery by the Company to the Trustee of an Officers' Certificate stating that such Restricted Security has been sold pursuant to an effective Resale Registration Statement under the Securities Act or transferred in compliance with Rule 144 under the Securities Act (or any...

  • Page 79
    ... 3.05, the term ---"transfer" encompasses any sale, pledge, transfer or other disposition of any Restricted Security. (c) Neither the Trustee nor any of its agents shall (i) have any duty to monitor compliance with or with respect to any federal or state or other securities or tax laws or (ii) have...

  • Page 80
    ... Securities be issued; provided that Holders of Physical Securities offered and sold in reliance on Rule 144A shall have the right, subject to applicable law, to request that such Securities be exchanged for interests in the applicable Global Security. (c) In connection with any transfer or exchange...

  • Page 81
    ..., bear the legend regarding transfer restrictions applicable to the ---Physical Securities set forth on the face of the form of Security in Section 2.02. ---(f) The Holder of the Global Securities may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold...

  • Page 82
    ... Registrar in writing, that the sale has been made in compliance with the provisions of Rule 144A to a transferee who has signed the certification provided for on the form of Security stating, or has otherwise advised the Company and the Security Registrar in writing, that it is purchasing the...

  • Page 83
    ... time upon the giving of reasonable written notice to the Security Registrar. SECTION 3.11. Cusip Numbers. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders...

  • Page 84
    ... or any order, rule or regulation of any administrative or governmental body): (a) default in the payment of the Principal Amount, Redemption Price, Purchase Price or Fundamental Change Repurchase Price on any Security when it becomes due and payable; or 36 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 85
    ...failure by the Company to give the Fundamental Change Company Notice; or (e) the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Company or any of its significant subsidiaries of a voluntary case or proceeding under any applicable Federal or...

  • Page 86
    ... pay (A) all overdue interest on all Securities, (B) the Principal Amount plus accrued and unpaid interest and Additional Amounts, if any, Redemption Price, Purchase Price or Fundamental Change Repurchase Price, as applicable, on any Securities 38 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 87
    ..., expenses, disbursements and advances of the Trustee, its agents and counsel. If an Event of Default with respect to the Securities occurs and is continuing, the Trustee shall, subject to applicable law, proceed to protect and enforce its rights and the rights of the Holders by such appropriate...

  • Page 88
    ... been recovered. SECTION 5.06. Application of Money Collected. Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money to Holders, upon presentation of the Securities...

  • Page 89
    ... Purchase Price, Fundamental Change Repurchase Price or interest and Additional Amounts, if any, in respect of the Securities held by such Holder, on or after the respective due dates expressed in the Securities or any Redemption Date, Purchase Date or Fundamental Change Purchase Date, as applicable...

  • Page 90
    ... be deemed expedient, by the Trustee or by the Holders, as the case may be. SECTION 5.12. Control by Holders. The Holders of a majority in Principal Amount of the Outstanding Securities shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to...

  • Page 91
    ... in the case of any Default in the payment of Principal Amount or interest on any of the Securities, Redemption Price, Purchase Price or Fundamental Change Repurchase Price, the Trustee shall be protected in withholding such notice if and so long as a 43 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 92
    ... by it in compliance with such request or direction; (f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence...

  • Page 93
    ... extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and (k) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of...

  • Page 94
    ... a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising...

  • Page 95
    ... a majority in Principal Amount of the Outstanding Securities delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor 47 (ii) Source: ADVANCED MICRO DEVIC...

  • Page 96
    ... The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 1.06. Each notice shall include the ---name of the successor Trustee and the address of its Corporate Trust Office. SECTION...

  • Page 97
    ARTICLE 7 HOLDERS' LISTS AND REPORTS BY TRUSTEE SECTION 7.01. Company to Furnish Trustee Names and Addresses of Holders. The Company will furnish or cause to be furnished to the Trustee: (i) semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may ...

  • Page 98
    ... or the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership or trust (the...

  • Page 99
    ... Securities; or (ii) to add to the covenants of the Company for the benefit of the Holders, or to surrender any right or power herein conferred upon the Company; or (iii) to add any additional Events of Default for the benefit of the Holders; or 51 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 100
    ...; or (v) make any change that adversely affects the right to convert any Security; or (vi) make any change that adversely affects the right to require the Company to purchase the Securities in accordance with the terms thereof and this Indenture; or 52 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 101
    ... Indenture Act. SECTION 9.06. Reference in Securities to Supplemental Indentures. Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article shall bear a notation in form approved by the Trustee as to any matter 53 Source: ADVANCED MICRO DEVIC...

  • Page 102
    ...Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. The Company may also from time to time designate one or more other offices or agencies (in or outside the Borough of Manhattan, The City...

  • Page 103
    ...to the Trustee, as soon as possible and in any event within five days after the Company becomes aware of the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an 55 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 104
    ... it in writing. So long as any of the Securities remain Outstanding, the Company shall make available to any prospective purchaser of Securities or beneficial owner of Securities in connection with any sale thereof the information required by Rule 144A(d)(4) under the Securities Act, until the...

  • Page 105
    ... and file any form required to be submitted by the Company with the Internal Revenue Service and the Holders of the Notes relating to original issue discount, including, without limitation, Form 1099-OID or any successor form. ARTICLE 11 REDEMPTION AND PURCHASES 57 Source: ADVANCED MICRO DEVIC, 10...

  • Page 106
    ... by first-class mail, postage prepaid, to each Holder of Securities to be redeemed. state: The notice shall identify the Securities to be redeemed and shall (i) (ii) the Redemption Date; the Redemption Price; (iii) the Conversion Price; (iv) the name and address of the Paying Agent and Conversion...

  • Page 107
    ... in accordance with the terms of this Indenture. Upon surrender to the Paying Agent, such Securities shall be paid at the Redemption Price stated in the notice. SECTION 11.05. Deposit of Redemption Price. Prior to 10:00 a.m. (New York City Time) on a Redemption Date, the Company shall deposit with...

  • Page 108
    ... "Purchase Notice"), substantially in the form of Exhibit B hereto, at any time from the opening of business on the date --------that is 30 days prior to a Purchase Date until the close of business on the date that is 5 Business Days prior to such Purchase Date stating: (A) the certificate number of...

  • Page 109
    ...to such Purchase Date (the "Company Notice Date"). The Company Notice shall include a form of Purchase Notice to be completed by a Securityholder and shall state: (i) the Purchase Price and the Conversion Price applicable on the Company Notice Date; (ii) Conversion Agent; the name and address of the...

  • Page 110
    ...date of the Fundamental Change Company Notice (as defined below) until the close of business on a date that is 5 Business Days prior to the Fundamental Change Repurchase Date stating: (A) the certificate number of the Security which the Holder will deliver to be purchased; 62 Source: ADVANCED MICRO...

  • Page 111
    ... ------Repurchase Notice at any time prior to the close of business on the Business Day prior to the Fundamental Change Repurchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 11.10. ----The Paying Agent shall promptly notify the Company of the...

  • Page 112
    ...first-class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of Fundamental Change Repurchase Notice to be completed by the Securityholder and shall state: (i) (ii) the events causing a Fundamental Change and the date of...

  • Page 113
    .... Effect of Purchase Notice or Fundamental Change Repurchase Notice. Upon receipt by the Paying Agent of the Purchase Notice or Fundamental Change Repurchase Notice specified in Section 11.08(a) or Section -------11.09(a), as applicable, the Holder of the -------65 (d) Source: ADVANCED MICRO DEVIC...

  • Page 114
    ... the procedures set forth in the Company Notice or Fundamental Change Company Notice, as the case may be, at any time prior to the close of business on the Business Day prior to the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, specifying: (i) the certificate number of...

  • Page 115
    ... of Purchase Price or Fundamental Change Repurchase Price. Prior to 10:00 a.m. (local time in The City of New York) on the Business Day following the Purchase Date or the Fundamental Change Repurchase Date, as the case may be, the Company shall deposit with the Trustee or with the Paying Agent (or...

  • Page 116
    ... Security shall be made by check mailed to the address of the Holder specified in the register of Securities, or, at the option of the Holder, at the Corporate Trust Office, in such lawful money of the United States of America as at the time of payment shall be legal tender for the payment of public...

  • Page 117
    ... such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities at his address as it appears on the list of...

  • Page 118
    ... thereof specified in said notice. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Common Stock which shall be issuable on such conversion shall be issued, and shall be 70 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 119
    ... or persons in whose name the certificate or certificates for such shares are to be issued shall be deemed to have become the record Holder thereof for all purposes on the next day on which such stock transfer books are open, but such conversion shall be at the Conversion Price in effect on the date...

  • Page 120
    ... from time to time by the Company as follows: (a) In case the Company shall hereafter pay a dividend or make a distribution to all Holders of the outstanding Common Stock in shares of Common Stock, the Conversion Price in effect at the opening of business on the date following the date fixed for...

  • Page 121
    ... of Common Stock outstanding at the close of business on the date fixed for determination of stockholders entitled to receive such rights or warrants plus the number of shares which the aggregate offering price of the total number of shares so offered would purchase at such Current Market Price (or...

  • Page 122
    ... the opening of business on the day following the day upon which such subdivision or combination becomes effective. (d) In case the Company shall, by dividend or otherwise, distribute to all Holders of its Common Stock shares of any class of capital stock of the Company (other than any dividends or...

  • Page 123
    ... any shares of Common Stock included in such dividend or distribution shall not be deemed "outstanding at the close of business on the date fixed for such determination" within the meaning of Section 13.05(a). -------(e) In case the Company shall, by dividend or otherwise, distribute to all Holders...

  • Page 124
    ... the number of shares of Common Stock outstanding (including any tendered shares) at the Expiration Time multiplied by the Current Market Price of the Common Stock on the Trading Day next succeeding the Expiration Time and the denominator shall be the sum of (x) 76 Source: ADVANCED MICRO DEVIC, 10...

  • Page 125
    ... current market price per share of Common Stock at a specified date, mean the average of the Closing Prices for the 10 consecutive Trading Days (as defined below) preceding the day before the record date (or, if earlier, the ex-dividend date) with respect to any distribution, issuance or other event...

  • Page 126
    ...to the cash, assets, property or such securities. Interest will not accrue on the cash. (j) Whenever the Conversion Price is adjusted as herein provided, the Company shall promptly file with the Conversion Agent an Officers' Certificate setting forth the 78 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 127
    ... in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company. (m) In lieu of making any adjustment to the Conversion Price pursuant to Section 13...

  • Page 128
    ... into the kind and amount of shares of stock, securities or other property or assets (including cash) receivable upon such reclassification, change, consolidation, merger, combination, sale or conveyance by a holder of a number of shares of Common Stock issuable upon conversion of such Securities...

  • Page 129
    ... any such tax which may be payable in respect of any transfer involved in the issue and delivery of stock in any name other than that of the Holder of any Securities converted, and the Company shall not be required to issue or deliver any such stock certificate unless and until the person or persons...

  • Page 130
    ... or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. 82 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 131
    This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 83 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 132
    IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written. ADVANCED MICRO DEVICES, INC. By /s/ Thomas M. McCoy THE BANK OF NEW YORK, as Trustee By /s/ Michael Pitfick 84 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 133
    ... OR SUPPLEMENT. THE HOLDER OF THIS SECURITY IS SUBJECT TO, AND ENTITLED TO THE BENEFITS OF, A REGISTRATION RIGHTS AGREEMENT, DATED AS OF JANUARY 29, 2002, ENTERED INTO BY THE COMPANY FOR THE BENEFIT OF CERTAIN HOLDERS OF SECURITIES FROM TIME TO TIME. Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 134
    ... ONE AMD PLACE, SUNNYVALE, CA 94088. ADVANCED MICRO DEVICES, INC. 4.75% Convertible Senior Debentures Due 2022 No. R-1 CUSIP NO. 007903 AD9 ISIN NO. US007903AD99 U.S. $500,000,000 Advanced Micro Devices, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware...

  • Page 135
    ...be made by check mailed to the address of the Holder of this Security specified in the register of Securities, or, at the option of the Holder of this Security, at the Corporate Trust Office, in such lawful money of the United States of America as at the time of payment shall be legal tender for the...

  • Page 136
    ... any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee or a duly authorized authenticating agent under the Indenture. executed. IN WITNESS WHEREOF, the Company has caused this instrument to be duly ADVANCED MICRO DEVICES, INC. By: _____ Authorized...

  • Page 137
    ... the last reported sale price of the Company's common stock is at least 130% of the then effective Conversion Price for at lease 20 Trading Days within a period of 30 consecutive Trading Days ending within five Trading Days of the date of the redemption notice. Purchase By the Company at the Option...

  • Page 138
    ... of New York, or at the option of such Holder, the Corporate Trust Office, and, unless the shares issuable on conversion are to be issued in the same name as this Security, duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company duly executed by, the Holder or...

  • Page 139
    .... A Holder of Securities may obtain the issue price, issue date, amount of original issue discount, yield to maturity, comparable yield and projected payment schedule by submitting a written request to the Company at the following address: Advanced Micro Devices, Inc., One AMD Place, Sunnyvale, CA...

  • Page 140
    ... of transfer at the office or agency of the Company in The City of New York, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and...

  • Page 141
    ...affected by notice to the contrary. This Security shall be governed by and construed in accordance with the laws of the State of New York. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 9 Source: ADVANCED MICRO DEVIC, 10...

  • Page 142
    ... Security to Print or type name, address and zip code and social security or tax ID number of assignee) and irrevocably appoint _____ agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. Date: _____ Signed: _____ (Sign exactly as your name...

  • Page 143
    ... investment letter in the case of box (3)) and other information as the Company may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 11 Source: ADVANCED MICRO DEVIC...

  • Page 144
    ... Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 12 Source: ADVANCED MICRO DEVIC, 10...

  • Page 145
    ... that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Date:_____ Signed:_____ NOTICE: To be executed by an executive officer. 13 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 146
    ... of $1,000): $_____ If you want the stock certificate made out in another person's name, fill in the form below: _____ (Insert other person's social security or tax ID no Print or type other person's name, address and zip code) Date: _____ Signed: _____ (Sign exactly as your name appears on the...

  • Page 147
    ... 4.16 REGISTRATION RIGHTS AGREEMENT Dated as of January 29, 2002 By and Among ADVANCED MICRO DEVICES, INC. as Issuer and CREDIT SUISSE FIRST BOSTON CORPORATION SALOMON SMITH BARNEY INC. as Initial Purchasers 4.75% Convertible Senior Debentures Due 2022 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 148
    TABLE OF CONTENTS Page ---1. 2. 3. 4. 5. 6. 7. 8. Definitions ...Shelf Registration ...Additional Amounts ...Registration Procedures ...Registration Expenses ...Indemnification ...Rules 144 and 144A ...Miscellaneous ...1 5 7 8 13 13 17 17 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 149
    ...pursuant to the terms of the Purchase Agreement (the "Additional Notes and, together with the Firm Notes, the "Convertible Notes"). The Convertible Notes are being issued pursuant to an indenture dated as of the date hereof (the "Indenture") between the Company and the Bank of New York, as Trustee...

  • Page 150
    ... Company. Effectiveness Date: The 180th day after the Closing Date Effectiveness Period: See Section 2(a) hereof Exchange Act: The Securities Exchange Act of 1934, as amended, and the -----------rules and regulations of the SEC promulgated thereunder. Filing Date: The 90/th/ day after the Closing...

  • Page 151
    ... any Underlying Shares ceasing to be outstanding and (iv) the date that is two years from the Closing Date. For purposes of this definition, Underlying Shares shall not include shares of Common Stock of the Company issued upon conversion of Convertible -3- Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 152
    ... offers and sales by subsequent holders that are not affiliates of an issuer of such securities being free of the registration and prospectus delivery requirements of the Securities Act. Rule 144A: Rule 144A promulgated under the Securities Act, as such rule may --------be amended from time to time...

  • Page 153
    ... and until such Holder becomes a Notice Holder and, in the case that requirements under the Securities Act are changed after the date of this Agreement (all such requirements, the "New Requirements"), furnishes to the Company, upon request by the Company, any additional information pursuant to...

  • Page 154
    ... Prospectus to purchasers of the Registrable Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to -6(d) (c) Source: ADVANCED MICRO DEVIC, 10...

  • Page 155
    ...period for the purpose of naming Holders as selling securityholders who were not so named in the Initial Shelf Registration Statement at the time of effectiveness. 3. Additional Amounts (a) The Company and the Initial Purchasers agree that the Holders of Registrable Securities will suffer damages...

  • Page 156
    ... with the filing of any Registration Statement pursuant to Section 2 hereof, the Company shall effect such registrations to permit the resale of the securities covered thereby in accordance with the intended method or methods of disposition thereof, -8- Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 157
    ... hereof. (c) Notify the applicable selling Holders of Registrable Securities and their counsel promptly (but in any event within three Business Days) and, confirm such notice in writing, (i) when a Prospectus or any prospectus supplement or post-effective amendment has been filed, and, with respect...

  • Page 158
    ...sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto. (g) Prior to any public offering of Registrable Securities, to use its reasonable efforts to register or qualify, to the extent required by applicable law, and to cooperate with the selling Holders...

  • Page 159
    ... at such time or times as shall be mutually convenient for the Company and the Inspectors as a group, all financial and other records, pertinent corporate documents and instruments of the Company and its subsidiaries (collectively, the "Records") -------11- Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 160
    ... Securities agrees by acquisition of such Registrable Securities that, upon actual receipt of any notice from the Company of the happening of any event of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, such Holder will -12- Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 161
    ...of the Exchange Act) any of the foregoing (any of the Persons referred to in this clause (iii) being hereinafter referred to as a "controlling person"), (iv) the respective officers, directors, partners, employees, representatives and agents of each -13- Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 162
    ... the matters addressed by this Agreement which involves the Company or such Indemnified Holder. Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers and each Person who controls the Company within the meaning of either...

  • Page 163
    ... firm for the Indemnified Holders shall be designated in writing by the Holders of the majority in Amount of Registrable Securities, and any such separate firm for the Company, its directors, respective officers and such control Persons of the Company shall be designated in writing by the Company...

  • Page 164
    ... agent of an Initial Purchaser shall have the same rights to contribution as such Initial Purchaser, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have -16- Source: ADVANCED MICRO DEVIC...

  • Page 165
    ...or any Person controlling any Holder or by or on behalf of the Company, its officers or directors or any other Person controlling any of the Company and (iii) acceptance of and payment for any of the Registrable Securities. 7. Rules 144 and 144A The Company covenants that it will file the reports...

  • Page 166
    ...current address of such Holder set forth on the records of the registrar under the Indenture, in the case of Holders of Convertible Notes, and the stock ledger of the Company, in the case of Holders of Underlying Shares. (2) if to the Initial Purchasers: Credit Suisse First Boston Corporation Eleven...

  • Page 167
    (3) if to the Company, at the addresses as follows: Advanced Micro Devices, Inc. One AMD Place Sunnyvale, CA 94088 Facsimile No.: (408) 732-6164 Attention: General Counsel with copies to: Latham & Watkins 135 Commonwealth Drive Menlo Park, CA 94025 Facsimile No.: (650) 463-2600 Attention: ...

  • Page 168
    ..., and the Company on the other, or between or among any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby. -20- Source: ADVANCED MICRO DEVIC, 10...

  • Page 169
    ...as of the date first written above. ADVANCED MICRO DEVICES, INC. By: /s/ Thomas M. McCoy Name: Thomas M. McCoy Title: Senior Vice President, General Counsel and Secretary CREDIT SUISSE FIRST BOSTON CORPORATION By: /s/ Francisco J. Paret Name: Francisco J. Paret Title: Director SALOMON SMITH BARNEY...

  • Page 170
    EXHIBIT 10.23(a) AMD'S U.S. Stock Option Program For options granted after April 24, 2001. [LOGO] AMD[LOGO] Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 171
    ... profit sharing plans, which entitle you to a share of AMD's profits. The stock purchase plan, which enables you to buy AMD common stock at a discounted price and participate as an owner of the company. The stock option program, under which you can benefit from AMD's long-term success as the company...

  • Page 172
    ... of AMD has acquired by a single person or entity, Certain changes in the majority of AMD's Board of Directors occur during a two-year period, A merger or consolidation of the company with or into another company, Stockholders of the company approve a plan of complete liquidation, or There is a sale...

  • Page 173
    ... give Treasury Services a cashier's check or money order for the exercise cost plus taxes within two weeks from the exercise date. You may elect to receive either a stock certificate or have your shares electronically transferred to your brokerage account. . Financing through a Broker (also known...

  • Page 174
    ... and applicable state and local taxes. When you sell the shares of stock, you owe tax on the difference between the market value of the shares on the sale date and the market value of the shares on the option exercise date. Gains are taxed at the short-term or longterm capital gains rate based on...

  • Page 175
    ...If you leave AMD to work for a competitor, this extension does not apply and you have 3 or 12 months to exercise your options. + If you are terminated because of misconduct, AMD reserves the right to cancel all your options, whether vested or unvested. 5 Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 176
    ...if the outstanding number of AMD common stock changes as a result of changes in the capitalization of the company. These changes in capitalization include stock dividends, mergers, consolidations, re-capitalization, or split-up, combinations or exchange of shares. 6 Source: ADVANCED MICRO DEVIC, 10...

  • Page 177
    ... in the AMD stock option program does not confer on any participant any rights whatsoever with respect to continued employment with the company. AMD[LOGO] Benefits Department One AMD Place P.O. Box 3453, Mailstop 181 Sunnyvale, CA 94088 Rev. 4/01 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 178
    ... Drive Austin, TX 78735 Re: Dear Hector: On behalf of the Board of Directors of Advanced Micro Devices, Inc. (including as successor thereto, "AMD"), I am pleased to offer you the position of President and Chief Executive Officer of AMD on the terms set forth below. 1. Position. -------Employment...

  • Page 179
    ... and contributions to the deferred profit sharing account under AMD's Retirement Savings and Deferred Profit Sharing Plan, bonuses under AMD's 1996 Executive Incentive Plan, special bonuses to the Chairman of the Board and other participating corporate officers of AMD, and bonuses provided for in...

  • Page 180
    ... On the Effective Date, you shall be granted a time-based option to purchase 400,000 shares of AMD's Common Stock in accordance with the following terms: The option shall have an exercise price equal to one hundred percent (100%) of the fair market value of AMD's Common Stock as of the date of grant...

  • Page 181
    ...Average Stock Price" means the sum of the closing prices of AMD's Common Stock on the New York Stock Exchange as reported in The Wall Street Journal during the applicable Target Period divided by the number of days in which AMD's Common Stock traded during such period. (ii) "Measurement Date" means...

  • Page 182
    ... year for commuting expenses for your spouse from Austin, Texas to Sunnyvale, California. (c) AMD shall reimburse you up to $25,000 each year for out-ofpocket expenses incurred by you for estate planning, financial planning, tax planning and tax return preparation. If such expenses are less than $25...

  • Page 183
    ...written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of your employment under the (g) 8. Source: ADVANCED MICRO DEVIC...

  • Page 184
    ...or, alternatively, AMD may place you on paid leave during such period) and (iii) if your employment is terminated by reason of death or Disability, the Date of Termination shall be the date of your death or the Disability Effective Date (as defined below), as the case may be. Definitions. As used in...

  • Page 185
    ... that an event constituting Cause has occurred, the event will no longer constitute Cause. (c) "Change in Control" means a change in control of a nature which would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 186
    ... which AMD's shares are listed which requires the reporting of a change of control. In addition, a Change in Control shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly...

  • Page 187
    ... not theretofore paid, plus (y) the product of (I) the Annual Bonus that you would have received had you remained Chief Executive Officer through the end of the calendar year in which occurs your Date of Termination, multiplied by (II) a fraction, the numerator of which is the number of days in the...

  • Page 188
    ... for you and your family from the Sunnyvale, California area to Austin, Texas within twelve (12) months of the Termination Date, in accordance with the most favorable terms of AMD's relocation policy (whether or not your residence in the Sunnyvale, California area is considered your primary...

  • Page 189
    ...intention or taken steps reasonably calculated to effect a Change in Control, (i) AMD shall pay to you in a lump sum within thirty (30) days after the Date of Termination: (A) the amount equal to (x) the product of three (3) multiplied by your Annual Base Salary plus (y) the Recent Annual Bonus; the...

  • Page 190
    ... benefit shall be reduced consistent with the group annuity mortality table and interest assumptions specified in the General Agreement on Tariffs and Trade (GATT Agreement) as of the date which is two (2) months prior to the date of election of the alternate form of annuity. Source: ADVANCED MICRO...

  • Page 191
    ... 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 (the "Code," or similar state tax and/or (j) (i) (h) (g) Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 192
    ... that employment will be finally settled by arbitration in San Jose, California by Judicial Arbitration and Mediation Services ("JAMS") under the then existing JAMS rules rather than by litigation in court, trial by jury, administrative proceeding or in any other forum. AMD shall pay all of the fees...

  • Page 193
    ...or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to you: at your current primary residential address as shown on the records of AMD If to AMD: Advanced Micro Devices, Inc. One AMD Place Sunnyvale, California 94088 Telecopy Number: (408) 749-2034...

  • Page 194
    ... 17 that the term "Cause" used in Section 8(a) of the Supplemental Agreement shall have the meaning ascribed to such term in Section 9(b) hereof. (h) Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to conflict...

  • Page 195
    ... this Agreement by signing in the place indicated below. Very truly yours, /s/ Charles M. Blalack Charles M. Blalack, Chairman, Compensation Committee of Advanced Micro Devices, Inc. /s/ W. J. Sanders, III W.J. Sanders, III Chairman and Chief Executive Officer Advanced Micro Devices, Inc. Accepted...

  • Page 196
    ...the communication and networking industries leading to an increase in the demand for Flash memory products; the effect of foreign currency hedging transactions; the process technology transition in our submicron integrated circuit manufacturing and design facility in Dresden, Germany (Dresden Fab 30...

  • Page 197
    ... the related revenues are recorded. We base these estimates on historical sales returns and other known factors. Actual returns could be different from our estimates and current provisions for sales returns and allowances, resulting in future charges to earnings. 10 Source: ADVANCED MICRO DEVIC, 10...

  • Page 198
    ... issue. The required reserves may change in the future due to new developments in each matter or changes in circumstances, such as a change in settlement strategy. Changes in required reserves could increase or decrease our earnings in the period the changes are made. Source: ADVANCED MICRO DEVIC...

  • Page 199
    ... Programmable Read-Only Memory (EPROM) devices. Other IC products include embedded processors, networking products and platform products, which primarily consist of chipsets. Our Foundry Services segment consists of service fees from Legerity, Inc. and Vantis Corporation. Our Voice Communications...

  • Page 200
    ... the AMD Athlon and AMD Duron microprocessors. Memory products net sales of $1,133 million decreased by 28 percent in 2001 compared to 2000. The decrease was primarily due to continuing weakness in the communications and networking equipment industries and excess inventories held by major customers...

  • Page 201
    ... 69 We operate in an industry characterized by intense competition and high fixed costs due to capital-intensive manufacturing processes, particularly the costs to build and maintain state-of-the-art production facilities required for PC processors and memory devices. As a result, our gross margin...

  • Page 202
    ...in revenues, we announced a restructuring plan to accelerate key components of our strategy to reduce costs and enhance the financial performance of our core products. In connection with the plan, we will close Fabs 14 and 15 in Austin, Texas by the end of June 2002. These facilities support certain...

  • Page 203
    ... OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following table summarizes activity under the plan through December 30, 2001: Facility Facility and Severance and and equipment Other employee equipment decommission facilities (Thousands) benefits impairment costs exit costs Total 2001...

  • Page 204
    ... of AMD, selling voice communications products. Our pre-tax gain on the sale of Legerity was $337 million. The gain was computed based on the excess of the consideration received for Legerity's net assets as of July 31, 2000, less direct expenses related to the sale. The applicable tax rate on...

  • Page 205
    ... includes PC processors, Flash memory devices, EPROMs, embedded processors, platform products and networking products. The Foundry Services segment included fees for services provided to Legerity and Vantis. Our previous Voice Communications segment included the voice communications products of our...

  • Page 206
    ...$554 million in 2001 primarily due to $679 million used for the purchases of property, plant, and equipment, primarily for Dresden Fab 30 and Asia manufacturing facilities, and $122 million for additional equity investments in FASL, offset by $246 million of net proceeds from sales and maturities of...

  • Page 207
    ... from the issuance of stock in connection with stock option exercises and purchases under our Employee Stock Purchase Plan, offset by $137 million in payments on debt and capital lease obligations and $77 million used to repurchase our common stock. Net cash used in financing activities was $101...

  • Page 208
    ... in order to finance the project. Because most of the amounts under the Dresden Loan Agreements are denominated in deutsche marks, the dollar amounts set forth below are subject to change based on applicable conversion rates. We used the exchange rate as of December 30, 2001, which was approximately...

  • Page 209
    ..., 2001 in the form of subordinated loans to and equity investments in AMD Saxony, which are eliminated in our consolidated financial statements. In addition to support from AMD, the consortium of banks referred to above has made available $692 million in loans to AMD Saxony to help fund Dresden Fab...

  • Page 210
    ... failure would have a material adverse effect on us. Commercial Mortgage As of December 30, 2001, we had a $1.2 million commercial mortgage outstanding relating to one of our research facilities. The mortgage balance will be repaid through 2007. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 211
    ...services. Total purchase commitments as of December 30, 2001 were approximately $55 million for periods through 2009. FASL Facilities and Guarantees FASL, a joint venture formed by AMD and Fujitsu Limited in 1993, operates advanced integrated circuit manufacturing facilities in Aizu-Wakamatsu, Japan...

  • Page 212
    ... conversion price, each $1,000 principal amount of the Debentures will be convertible into approximately 43 shares of our common stock. We intend to use the net proceeds generated from the offering for capital expenditures, working capital, and general corporate purposes. On August 1, 2001, we...

  • Page 213
    ... cost of $77 million. Shares repurchased under this program will be used in connection with our stock option plans. We plan to make capital investments of approximately $850 million during 2002, including amounts related to the continued facilitization of Dresden Fab 30. We believe that cash...

  • Page 214
    ... OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 2001 2000 Thousands) 2002 2003 2004 2005 2006 Thereafter Total Fair value Fair value Investment portfolio Cash equivalents: Fixed rate amounts Weighted-average rate Variable rate amounts Weighted-average rate Short-term investments: Fixed rate...

  • Page 215
    ... 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 hedges of underlying exposure to variability in cash flows. We do not use derivative financial instruments...

  • Page 216
    ... our market share in Flash memory devices as the market develops and Intel and other competitors introduce competitive products. A decline in sales of our Flash memory devices and/or lower average selling prices could have a material adverse effect on us. In 2001, we announced a new memory cell...

  • Page 217
    ... of these third-party designers and manufacturers have lost significant market share or exited the business. In addition, these companies produce chipsets, motherboards, BIOS software and other components to support each new generation of Intel's microprocessors, and Intel has significant leverage...

  • Page 218
    ... applications to take advantage of our innovations. In addition, we have entered into logo license agreements with Microsoft that allow us to label our products as "Designed for Microsoft Windows." If we fail to retain the support and certification of Microsoft, our ability to market our processors...

  • Page 219
    ... increasing our manufacturing capacity by making significant capital investments in Dresden Fab 30, FASL JV3 and our test and assembly facility in Suzhou, China. If the increase in demand for our products is not consistent with our expectations, 21 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 220
    ... had, and in the future may have, a material adverse effect on our earnings. We have also begun to convert our manufacturing facility in Austin, Texas (Fab 25) from production of microprocessors to production of our Flash memory devices. At this time, the most significant risk is that we will have...

  • Page 221
    ... facilities in Penang, Malaysia; Bangkok, Thailand; Suzhou, China; Japan; and Singapore; or by subcontractors in the United States and Asia. We also depend on foreign foundry suppliers and joint ventures for the manufacture of a portion of our finished silicon wafers and have international sales...

  • Page 222
    ... of our customers. We Face Intense Competition in the Integrated Circuit Industry. The integrated circuit industry is intensely competitive. Products compete on performance, quality, reliability, price, adherence to industry standards, software and hardware compatibility, marketing and distribution...

  • Page 223
    ... to foresee events that could have an adverse effect on our business. More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and 23 Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 224
    ...future price of our securities. We Are Located in an Earthquake Zone. Our corporate headquarters, a portion of our manufacturing facilities, assembly and research and development activities and certain other critical business operations are located near major earthquake fault lines. In the event of...

  • Page 225
    ... unrelated to the operating performance of the companies. Market volatility may adversely affect the market price of our common stock, which could affect the price of our debentures and limit our ability to raise capital or to make acquisitions. 24 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 226
    ...OF OPERATIONS Three Years Ended December 30, 2001 (Thousands except per share amounts) 2001 2000 1999 Net sales $ 3,891,754 $4,644,187 $2,857,604 Expenses: Cost of sales 2,589,747 2,514,637 1,964,434 Research and development 650,930 641,799 635,786 Marketing, general and administrative 620,030 599...

  • Page 227
    ... income taxes 105,305 203,986 Long-term debt, capital lease obligations and other, less current portion 672,945 1,167,973 Commitments and contingencies Stockholders' equity: Capital stock: Common stock, par value $0.01; 750,000,000 shares authorized in 2001 and 2000; 340,502,883 shares issued and...

  • Page 228
    ...) Premium from put options issued in Company stock 2,153 2,153 Compensation recognized under employee stock plans 4,592 4,592 December 30, 2001 340,503 $ 3,405 $ 1,966,374 $(77,157) $1,795,680 $ (133,247) $ 3,555,055 See accompanying notes 27 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 229
    ... for: Interest, net of amounts capitalized $ 52,749 $ 115,791 $ 51,682 Income taxes $ 68,220 $ 46,009 $ 15,466 Non-cash financing activities: Debt converted to common stock $ 509,590 $ $ Equipment capital leases $ 24,255 $ $ 2,307 See accompanying notes Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 230
    28 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 231
    ...specified notice, generally contain a provision for the return of the Company's products in the event the agreement with the distributor is terminated and such products have not yet been sold by the distributor. Accordingly, the Company defers recognition of revenue and related profits from sales to...

  • Page 232
    ...TO CONSOLIDATED FINANCIAL STATEMENTS Company recognizes revenue when it ships the product directly to the distributors. Shipping and handling costs associated with product sales are included in cost of sales. Investments in Derivative Financial Instruments Indexed to Advanced Micro Devices Stock. In...

  • Page 233
    ..., the Company's financial position is routinely subjected to market risk associated with foreign currency rate fluctuations. The Company's general practice is to ensure that material business exposure to foreign exchange risks are identified, measured and minimized using the most effective and...

  • Page 234
    ... for financial reporting purposes are as follows: o o o machinery and equipment, three to five years; buildings, up to 26 years; and leasehold improvements, the shorter of the remaining terms of the leases or the estimated economic useful lives of the improvements. 30 Source: ADVANCED MICRO DEVIC...

  • Page 235
    ...of Germany and the State of Saxony have agreed to support the Dresden Fab 30 project in the amount of $428 million, consisting of capital investment grants and interest subsidies. Dresden Fab 30 is the Company's integrated circuit manufacturing and design facility in Dresden, Germany. The grants and...

  • Page 236
    ...18) $ 3.25 $ (0.30) Extraordinary item $ $ (0.07) $ Net income (loss) $ (0.18) $ 3.18 $ (0.30) Diluted: Income (loss) before extraordinary item $ (0.18) $ 2.95 $ (0.30) Extraordinary item $ $ (0.06) $ Net income (loss) $ (0.18) $ 2.89 $ (0.30 31 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 237
    ...): Thousands) 2001 2000 ------Unrealized gain on investments, net of taxes of $2,939 Net unrealized loss on cash flow hedges Cumulative translation adjustments 5,071 $ 13,143 (3,399) (134,919) (107,168 133,247) $ (94,025 Stock-based Compensation and Employee Stock Plans. The Company uses the...

  • Page 238
    ... of AMD, selling voice communications products. The Company's pretax gain on the sale of Legerity was $337 million. The gain was computed based on the excess of the consideration received for Legerity's net assets as of July 31, 2000, less direct expenses related to the sale. The applicable tax rate...

  • Page 239
    ...: $ 990,214 $ 23,607 $ (2,844) $ 1,010,977 The Company realized a loss on the sale of available-for-sale securities of $1.6 million in 2001 and a gain of $4.3 million in 1999. The Company did not sell any available-for-sale securities in 2000. 33 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 240
    ... and derivative financial instruments used in hedging activities. The Company places its cash equivalents and short-term investments with high credit quality financial institutions and, by policy, limits the amount of credit exposure with any one financial Source: ADVANCED MICRO DEVIC, 10-K, March...

  • Page 241
    .... The Company acquires investments in time deposits and 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...

  • Page 242
    ... disqualifying disposition of shares issued under the Company's stock-based compensation plans reduced taxes currently payable by $158.3 million in 2000. Such benefits were credited to capital in excess of par value. Deferred income taxes reflect the net tax effects of tax carryovers and temporary...

  • Page 243
    ... TO CONSOLIDATED FINANCIAL STATEMENTS 2000 Thousands except percent) Tax Rate Statutory federal income tax expense $438,165 35.0% State taxes, net of federal benefit 9,292 0.7 Tax-exempt foreign sales corporation income (1,756) (0.2) Foreign income at other than U.S. rates (9,091) (0.7) Valuation...

  • Page 244
    ... by the Fab 25 property, facility and equipment Term loans under the Dresden Loan Agreements with a weighted-average interest rate of 5.72% and principal due between February 2001 and December 2005, secured by the Dresden Fab 30 property, facility and equipment Obligations under capital leases...

  • Page 245
    ...these notes at a premium of $36 million. The premium was recorded as an extraordinary loss of approximately $23 million net of tax benefit of $13 million. On August 1, 2001, the Company redeemed the remaining $43 million of these notes for cash. 36 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 246
    ...Company's corporate marketing, general and administrative facility in 1998. The Company is amortizing the deferred gain ratably over the lease term, which is 20 years. See Note 12. In addition, Other includes $103.5 million in customer cash deposits related to multi-year memory product manufacturing...

  • Page 247
    ...memory devices, Erasable Programmable Read-Only Memory (EPROM) devices, embedded processors, platform products and networking products. The Foundry Services segment includes fees for services provided to Legerity and Vantis. During 2000 and 1999, the Company also operated in the Voice Communications...

  • Page 248
    ... tax benefit (23,044 Net income (loss) $ (60,581) $ 983,026 $ (88,936 Total assets: Core Products segment Assets excluding investment in FASL $ 5,283,631 $ 5,506,007 $ 4,066,346 Investment in FASL 363,611 261,728 273,608 5,647,242 5,767,735 4,339,954 Foundry Services segment* Voice Communications...

  • Page 249
    ... Long-lived assets are those assets used in each geographic area. The Company markets and sells its products primarily to a broad base of customers comprised of distributors and OEMs of computation and communications equipment. No OEM customer accounted for more than ten percent of net sales in 2001...

  • Page 250
    ... FINANCIAL STATEMENTS The following is a summary of stock option activity and related information: Shares in thousands) 2001 2000 1999 WeightedWeightedWeightedaverage average average Number exercise Number exercise Number exercise of shares price of shares price of shares price Options...

  • Page 251
    ... has granted only limited SARs, which become exercisable in the event of certain changes in control of AMD. Restricted Stock Awards. In 1998, the Company adopted the 1998 stock incentive plan under which the Company was authorized to issue two million shares of common stock to employees who are not...

  • Page 252
    ... prices less than the market price of the stock on the grant date. The weighted-average exercise price and weighted-average fair value of these awards were $4.92 and $31.25, respectively. The weighted-average fair value of shares purchased under the Company's employee stock purchase plan during 2001...

  • Page 253
    ... FINANCIAL STATEMENTS Retirement Savings Plan. The Company has a retirement savings plan, commonly known as a 401(k) plan, that allows participating United States employees to contribute from one percent to 15 percent of their pretax salary subject to Internal Revenue Service limits. Before...

  • Page 254
    ... the cost overrun facility made available by the banks. Under these amendments, the Company was released from financial covenants limiting capital expenditures and requiring AMD Saxony to achieve capacity and production cost targets by the end of 2001. Source: ADVANCED MICRO DEVIC, 10-K, March 07...

  • Page 255
    ...joint venture (FASL) with Fujitsu Limited for the development and manufacture of non-volatile memory devices. FASL operates advanced IC manufacturing facilities in Aizu-Wakamatsu, Japan, to produce Flash memory devices, which are sold to the Company and Fujitsu. The Company's share of FASL is 49.992...

  • Page 256
    ... provision, Fujitsu Limited purchased nine million shares of the Company's common stock as of December 30, 2001. FASL is continuing the facilitization of its second and third Flash memory device wafer fabrication facilities, FASL JV2 and FASL JV3, in Aizu-Wakamatsu, Japan. Capital expenditures for...

  • Page 257
    ... in revenues, the Company announced a restructuring plan to accelerate key components of its strategy to reduce costs and enhance the financial performance of its core products. In connection with the plan, the Company will close Fabs 14 and 15 in Austin, Texas. These facilities support certain...

  • Page 258
    43 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 259
    ... Cash charges (443) (443 Accruals at December 30, 2001 $ $ 40 $ $ $ $ 40 The Company anticipates that the remaining accruals for sales office facilities will be utilized over the period through lease termination in the second quarter of 2002. Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 260
    ... at our facilities in Santa Clara County, California, adversely affected the groundwater. The chemicals released into the groundwater were commonly in use in the semiconductor industry in the wafer fabrication process prior to 1979. At least one of the released chemicals (which the Company no longer...

  • Page 261
    ... 2006 unless the last reported sale price of the Company's common stock is at least 130% of the then effective conversion price for at least 20 trading days within a period of 30 consecutive trading days ending within five trading days of the date of the redemption notice. Holders of the Debentures...

  • Page 262
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS change of control. In each such case, the redemption or repurchase price would be 100% of the principal amount of the Debentures plus accrued and unpaid interest. 45 Source: ADVANCED MICRO DEVIC, 10-K, March 07, 2002

  • Page 263
    REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS The Board of Directors and Stockholders Advanced Micro Devices, Inc. We have audited the accompanying consolidated balance sheets of Advanced Micro Devices, Inc. as of December 30, 2001 and December 31, 2000, and the related consolidated statements ...

  • Page 264
    ... FINANCIAL DATA 2001 and 2000 by Quarter (Unaudited) (Thousands except per share and market 2001 2000 price amounts Dec. 30 Sept. 30 July 1 Apr. 1 Dec. 31 Oct. 1 July 2 Apr. 2 Net Sales $951,873 $ 765,870 $ 985,264 $1,188,747 $1,175,172 $1,206,549 $1,170,437 $1,092,029 Expenses: Cost of sales...

  • Page 265
    ... The Company has never paid cash dividends on common stock and may be restricted from doing so. Refer to the notes to consolidated financial statements. The number of stockholders of record at February 25, 2002 was 7,815. AMD, the AMD Arrow logo, and combinations thereof, Advanced Micro Devices, AMD...

  • Page 266
    ... Sales and Service, Ltd. AMD Texas Properties, LLC AMD Latin America Ltd. AMD Reinsurance Co. Inc. Foreign Subsidiaries Advanced Micro Devices S.A.N.V. AMD South America Limitada (1) Advanced Micro Devices (Canada) Limited Advanced Micro Devices (Suzhou) Limited (2) AMD International Trading...

  • Page 267
    ... 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 30, 2001, and any and...