<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 2, 1995
---------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-7882
--------------------------------------
ADVANCED MICRO DEVICES, INC
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-1692300
- -------------------------------- ------------------------------------
State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization
One AMD Place
P. O. Box 3453
Sunnyvale, California 94088-3453
- --------------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (408) 732-2400
--------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
The number of shares of $0.01 par value common stock outstanding as of July 20,
1995: 103,772,256
<PAGE>
ADVANCED MICRO DEVICES, INC.
- ----------------------------
INDEX
- -----
<TABLE>
<CAPTION>
Part I. Financial Information Page No.
--------------------- --------
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Income--
Quarters Ended July 2, 1995
and June 26, 1994, and Six Months Ended
July 2, 1995 and June 26, 1994 3
Condensed Consolidated Balance Sheets--
July 2, 1995 and December 25, 1994 4
Condensed Consolidated Statements of Cash Flows--
Six Months Ended July 2, 1995
and June 26, 1994 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 8
Part II. Other Information
-----------------
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 13
Signature 14
---------
</TABLE>
2
<PAGE>
I.FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
------- --------------------
ADVANCED MICRO DEVICES, INC.
----------------------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
-------------------------------------------
(Unaudited)
(Thousands except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
------------------------------- -----------------------------
July 2, June 26, July 2, June 26,
1995 1994 1995 1994
--------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Net sales $ 626,214 $ 533,297 $ 1,246,310 $ 1,046,377
Expenses:
Cost of sales 300,959 235,623 591,731 466,060
Research and development 101,032 67,889 193,532 136,110
Marketing, general, and administrative 97,364 91,731 194,310 184,625
---------- ----------- ------------ -------------
499,355 395,243 979,573 786,795
---------- ----------- ------------ -------------
Operating income 126,859 138,054 266,737 259,582
Interest income and other, net 6,657 6,366 13,370 10,548
Interest expense - (899) (1) (1,638)
---------- ----------- ------------ -------------
Income before income taxes and equity in joint
venture 133,516 143,521 280,106 268,492
Provision for income taxes 44,060 47,362 92,435 87,352
---------- ----------- ------------ -------------
Income before equity in joint venture 89,456 96,159 187,671 181,140
Equity in net income (loss) of joint venture 2,529 (2,925) 1,115 (3,319)
---------- ----------- ------------ -------------
Net income 91,985 93,234 188,786 177,821
Preferred stock dividends - 2,587 10 5,175
---------- ----------- ------------ -------------
Net income applicable to common stockholders $ 91,985 $ 90,647 $ 188,776 $ 172,646
========== =========== ============ =============
Net income per common share:
Primary $ .86 $ .93 $ 1.81 $ 1.78
========== =========== ============ =============
Fully diluted $ .86 $ .89 $ 1.76 $ 1.71
========== =========== ============ =============
Shares used in per share calculation:
Primary 107,170 97,394 104,091 96,814
========== =========== ============ =============
Fully diluted 107,306 104,249 107,011 103,959
========== =========== ============ =============
</TABLE>
See accompanying notes
- ----------------------
3
<PAGE>
ADVANCED MICRO DEVICES, INC.
----------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Thousands)
<TABLE>
<CAPTION>
July 2, December 25,
1995 1994
(Unaudited) (Audited)
--------------- ---------------
<S> <C> <C>
Assets
- ------
Current assets:
Cash and cash equivalents $ 261,074 $ 121,343
Short-term investments 287,886 256,511
-------------- --------------
Total cash, cash equivalents, and
short-term investments 548,960 377,854
Accounts receivable, net 366,359 337,107
Inventories:
Raw materials 24,570 21,604
Work-in-process 68,805 72,632
Finished goods 39,829 34,454
-------------- --------------
Total inventories 133,204 128,690
Deferred income taxes 98,675 98,675
Prepaid expenses and other current assets 46,442 44,293
-------------- --------------
Total current assets 1,193,640 986,619
Property, plant, and equipment, at cost 2,691,685 2,464,929
Accumulated depreciation and amortization (1,206,603) (1,200,718)
-------------- --------------
Property, plant, and equipment, net 1,485,082 1,264,211
Investment in joint venture 144,114 124,588
Other assets 78,283 70,284
-------------- --------------
$ 2,901,119 $ 2,445,702
============== ==============
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Notes payable to banks $ 29,599 $ 32,459
Accounts payable 193,129 149,122
Accrued compensation and benefits 114,548 104,526
Accrued liabilities 92,750 82,570
Litigation settlement 20,000 58,000
Income tax payable 111,223 53,795
Deferred income on shipments to distributors 94,453 83,800
Current portion of long-term debt and capital
lease obligations 30,903 27,895
-------------- --------------
Total current liabilities 686,605 592,167
Deferred income taxes 42,518 42,518
Long-term debt and capital lease obligations, less
current portion 223,223 75,752
Commitments and contingencies - -
Stockholders' equity:
Capital stock:
Serial preferred stock, par value - 34
Common stock, par value 1,038 956
Capital in excess of par value 719,328 698,673
Retained earnings 1,228,407 1,035,602
-------------- --------------
Total stockholders' equity 1,948,773 1,735,265
-------------- --------------
$ 2,901,119 $ 2,445,702
============== ==============
</TABLE>
See accompanying notes
- ----------------------
4
<PAGE>
ADVANCED MICRO DEVICES, INC.
----------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
(Thousands)
<TABLE>
<CAPTION>
Six Months Ended
----------------------------
July 2, June 26,
1995 1994
------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 188,786 $ 177,821
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 113,213 104,796
Net gain on sale of property, plant, and equipment (9) (431)
Write-down of property, plant, and equipment 380 1,044
Compensation recognized under employee stock plans 1,467 810
Undistributed (income) loss of joint venture (1,115) 3,319
Net increase in deferred income taxes - (183)
Changes in operating assets and liabilities:
Net increase in receivables, inventories, prepaid
expenses, and other assets (54,210) (69,369)
Increase in income tax payable 68,078 31,261
Net increase in payables and accrued liabilities 74,862 10,834
Litigation settlement (20,000) -
----------- ------------
Net cash provided by operating activities 371,452 259,902
----------- ------------
Cash flows from investing activities:
Purchase of property, plant, and equipment (322,814) (139,688)
Proceeds from sale of propery, plant, and equipment 1,400 1,101
Purchase of held-to-maturity debt securities (358,019) (349,157)
Maturities of held-to-maturity debt securities 326,644 284,871
Investment in joint venture (18,019) (39,453)
----------- ------------
Net cash used in investing activities (370,808) (242,326)
----------- ------------
Cash flows from financing activities:
Proceeds from borrowings 198,492 30,387
Payments on capital lease obligations and other debt (67,381) (40,618)
Net proceeds from issuance of stock 10,487 16,675
Redemption of preferred stock (2,501) -
Payments of preferred stock dividends (10) (5,175)
----------- ------------
Net cash provided by financing activities 139,087 1,269
----------- ------------
Net increase in cash and cash equivalents 139,731 18,845
Cash and cash equivalents at beginning of period 121,343 60,423
----------- ------------
Cash and cash equivalents at end of period $ 261,074 $ 79,268
=========== ============
Supplemental disclosures of cash flow information:
Cash paid during the first quarter for:
Interest (net of amounts capitalized) $ - $ 1,983
=========== ============
Income taxes $ 24,010 $ 56,272
=========== ============
Non-cash financing activities:
Equipment purchased under capital leases $ 16,508 $ 27,859
=========== ============
Conversion of preferred stock to common stock $ 164,127 $ -
=========== ============
</TABLE>
See accompanying notes
- ----------------------
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. The results of operations for the interim periods shown in this report are
not necessarily indicative of results to be expected for the fiscal year.
In the opinion of management, the information contained herein reflects all
adjustments necessary to make the results of operations for the interim
periods a fair statement of such operations. All such adjustments are of a
normal recurring nature.
The company uses a 52 to 53 week fiscal year ending on the Sunday closest
to December 31. The quarters ended July 2, 1995 and June 26, 1994 included
13 weeks. The six months ended July 2, 1995 and June 26, 1994 included 27
and 26 weeks, respectively.
Certain prior year amounts on the Condensed Consolidated Financial
Statements have been reclassified to conform to the 1995 presentation.
2. AMD has three groundwater contamination sites that are on the Federal
Superfund list. The company is in the process of an extensive clean-up and
studies of its sites.
3. The effective tax rate used for the first quarters and first half of 1995
and 1994 was approximately 33 percent.
4. In 1993, the company and Fujitsu Limited established a joint venture,
"Fujitsu AMD Semiconductor Limited (FASL)." AMD's share of FASL is 49.95
percent, and this investment is being accounted for under the equity
method. For the second quarter of 1995, the company's share of FASL's
income was $3.9 million, which was reduced by an estimated income tax
provision of approximately $1.4 million.
5. The following is a summary of held-to-maturity securities as of July 2,
1995 (in thousands):
<TABLE>
<S> <C>
Cash and cash equivalents
Money market preferreds $ 117,400
Commercial paper 49,926
Security repurchase agreements 38,300
Other 10,215
-------------
Total cash equivalents 215,841
Cash 45,233
-------------
Total cash and cash equivalents $ 261,074
=============
Short-term investments
Commercial paper $ 119,629
Certificates of deposit 110,583
Corporate notes 40,114
Other 17,560
-------------
Total short-term investments $ 287,886
=============
</TABLE>
Since held-to-maturity securities are short-term in nature, changes in
market interest rates would not have a significant impact on the fair value
of these securities. These securities are carried at amortized cost which
approximates fair value.
6
<PAGE>
As of July 2, 1995, the company held $12.1 million of available-for-sale
equity securities with a fair value of $31.7 million which is included in
other assets. The net unrealized holding gain on these equity securities is
included in retained earnings.
6. The primary net income per common share computation is based on the
weighted average number of common shares outstanding plus dilutive common
share equivalents. The fully diluted computation also includes other
dilutive convertible securities. In the first quarter of 1995, the company
called for redemption all outstanding shares of its Convertible Preferred
Stock. As a result, all of its outstanding Preferred Stock was either
redeemed or converted to the company's common stock. Shares used in the per
share computations are as follows:
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
-------------------------------- --------------------------------
July 2, June 26, July 2, June 26,
1995 1994 1995 1994
--------------- --------------- --------------- ---------------
(Thousands) (Thousands)
<S> <C> <C> <C> <C>
Primary:
Common shares outstanding 103,437 93,617 100,394 93,096
Employee stock plans 3,733 3,777 3,697 3,718
--------------- --------------- --------------- ---------------
107,170 97,394 104,091 96,814
=============== =============== =============== ===============
Fully diluted:
Common shares outstanding 103,437 93,617 100,394 93,096
Employee stock plans 3,869 3,778 3,931 4,008
Preferred stock - 6,854 2,686 6,855
--------------- --------------- --------------- ---------------
107,306 104,249 107,011 103,959
=============== =============== =============== ===============
</TABLE>
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
- ------- -----------------------------------------------------------------
FINANCIAL CONDITION
-------------------
The following discussion should be read in conjunction with the attached
condensed consolidated financial statements and notes thereto, and with the
company's audited financial statements and notes thereto for the fiscal year
ended December 25, 1994.
RESULTS OF OPERATIONS
- ---------------------
Net sales for the second quarter and first half of 1995, rose by 17 percent and
19 percent, respectively from the corresponding periods of 1994. These increases
were primarily attributable to growth in flash memory sales and secondarily due
to an increase in Am486(R) sales. Net sales for the second quarter of 1995 grew
slightly over the immediate prior quarter. This increase was primarily
attributable to increased flash memory sales and secondarily due to increased
sales of communication products, offset by a decline in Am486 sales.
The increase in Am486 microprocessor sales in the second quarter and first six
months of 1995 compared to the same periods a year ago was attributable to unit
shipment growth while average selling prices declined. The decrease in Am486
microprocessor sales from first quarter 1995 to second quarter 1995 was due to
continued price declines while unit shipments remained relatively flat primarily
because of production constraints early in the quarter. Further price declines
of Am486 products are anticipated to continue.
A significant portion of the company's revenues, profits, and margins in 1995
have been and are expected to be attributable to Am486 products. The future
outlook for AMD's microprocessor business is highly dependent upon
microprocessor market conditions, which are subject to price declines and
changes in demand. The company anticipates that any growth in existing and
future generation microprocessor products will depend on market demand and the
company's ability to meet this demand.
Sales of flash memory devices for the second quarter and first six months of
1995 increased significantly as compared to the same periods in the prior year
primarily due to increased unit shipments. The company plans to meet projected
long-term demand for flash memory devices primarily through a manufacturing
joint venture, Fujitsu AMD Semiconductor Limited (FASL). The company began
purchasing products from FASL in the first quarter of 1995.
Revenues from communication products for the second quarter and first six months
of 1995 increased as compared to the same periods a year ago primarily due to
growth in the Ethernet family of products. For the second quarter and first six
months of 1995, EPROM sales decreased as compared to the same periods in 1994
primarily because of pricing pressures caused by increased competition. Sales of
CMOS programmable logic devices (PLDs) in the second quarter and first half of
1995 increased from comparable periods in 1994 primarily due to increased unit
shipments.
International sales for the second quarter and first half of 1995 were 58
percent of total sales as compared to 52 percent and 54 percent, respectively
for the comparable periods in 1994.
Am486 is a registered trademark of Advanced Micro Devices, Inc.
K86 RISC SUPERSCALAR and AMD-K5 are trademarks of Advanced Micro Devices, Inc
8
<PAGE>
Gross margins of 52 percent and 53 percent for the second quarter and first half
of 1995 declined approximately 4 percent and 2 percent, respectively, from
comparable periods in 1994. The decrease in gross margin was attributable
primarily to Am486 pricing pressures and secondarily to purchase of FASL
products, which are purchased at higher costs compared to similar products
manufactured internally. The impact of gross margin declines caused by purchase
of FASL products was partially offset by the company's share of FASL income in
the second quarter of 1995. Pricing pressures on Am486 microprocessors are
expected to continue. Gross margin is also anticipated to decline further
through 1995 due to increasing purchases from FASL and the transition of Fab 25
costs from research and development to cost of sales when production for revenue
begins in the third quarter of 1995.
Research and development expenses increased in the second quarter and first six
months of 1995 from the corresponding periods in the prior year. These increases
were primarily due to higher Fab 25 spending and secondarily due to increased
microprocessor development cost. The company anticipates that research and
development expenses may decline for the remainder of 1995 as compared to the
first half of 1995, depending on the rate of transition of Fab 25 costs from
research and development to cost of sales.
Marketing, general, and administrative expenses remained relatively flat in the
second quarter and first six months of 1995 from the corresponding periods a
year ago.
The income tax rates have remained constant at approximately 33 percent for the
second quarter and the first six months of 1995 compared to the same periods in
1994. The company anticipates that the income tax rate will be approximately 33
percent for the remainder of 1995.
The company enters into foreign exchange forward contracts to buy and sell
currencies as economic hedges of the company's foreign net monetary asset
position. In the second quarter of 1995, these hedging transactions were
denominated in lira, yen, French franc, deutsche mark, and pound sterling. The
maturities of these contracts are generally short-term in nature. The company
believes its foreign exchange contracts do not subject the company to material
risk from exchange rate movements because gains and losses on these contracts
are designed to offset losses and gains on the net monetary asset position being
hedged. Net foreign currency gains and losses have not been material. As of July
2, 1995, the company had approximately $42.9 million (notional amount) of
foreign exchange forward contracts.
In the second quarter of 1995, approximately 19 percent of the company's net
sales were denominated in foreign currencies. The company does not have sales
denominated in local currencies in those countries which have highly
inflationary economies. The impact on the company's operating results from
changes in foreign currency rates individually and in the aggregate has not been
material.
The company has engaged in interest rate swaps primarily to reduce its interest
rate exposure by changing a portion of the company's interest rate obligation
from a floating rate to a fixed rate basis. At the end of the second quarter of
1995, the net outstanding notional amount of interest rate swaps was $40
million, which will mature in 1997. Gains and losses related to these interest
rate swaps have been immaterial.
9
<PAGE>
The company primarily addresses market risk by participating as an end-user in
various derivative markets to manage its exposure to interest and foreign
currency exchange rate fluctuations. The counterparties to the company's foreign
exchange forward contracts, foreign currency options, and interest rate swaps
consist of a number of major high credit quality international financial
institutions. The company does not believe that there is significant risk of
nonperformance by these counterparties because the company continually monitors
the credit ratings of such counterparties, and limits the financial exposure and
the amount of agreements entered into with any one financial institution.
FINANCIAL CONDITION
Cash, cash equivalents, and short-term cash investments increased by $171.1
million from the end of 1994 to July 2, 1995. This increase was primarily
attributable to a $150 million term loan obtained in January of 1995. Cash
generated from operating activities in the first half of 1995 was offset by
investments in property, plant and equipment to expand manufacturing capacity
primarily related to Fab 25. The company plans to continue to make significant
capital investments throughout 1995, including an estimated $150 million for Fab
25.
Working capital increased by $112.5 million from $394.5 million at the end of
1994 to $507.0 million in the second quarter of 1995. This increase was
primarily due to higher cash, cash equivalents, and short-term investments.
At the end of the second quarter of 1995, the company's total cash investment in
FASL was $160.4 million as compared to $142.3 million at the end of 1994. No
additional cash investment is currently planned for the remainder of 1995.
As of the end of the second quarter of 1995, the company had the following
financing arrangements: unsecured committed bank lines of credit of $250
million, unutilized; long-term secured equipment lease lines of $125 million, of
which $123 million were utilized; short-term, unsecured uncommitted bank credit
in the amount of $131 million, of which $33 million was utilized; and an
outstanding $150 million four-year term loan.
The company's current capital plan and requirements are based on various
product-mix, selling-price and unit-demand assumptions and are, therefore,
subject to revision due to future market conditions.
On May 25, 1994, the Securities and Exchange Commission declared effective the
company's shelf registration statement covering up to $400 million of its
securities, which may be either debt securities, preferred stock, depositary
shares representing fractions of shares of preferred stock, common stock,
warrants to purchase common stock, or any combination of the foregoing which the
company may offer from time to time in the future. To date, the company has not
offered or sold any securities registered under the $400 million registration
statement. The nature and terms of the securities will be established at the
time of their sale. The company may offer the securities through underwriters to
be named in the future, through agents or otherwise. It is presently expected
that the net proceeds of any offering would be used for general corporate
purposes including but not limited to the reduction of outstanding indebtedness,
working capital increases and capital expenditures.
The company believes that cash flows from operations and current cash balances,
together with current and anticipated available long-term financing, will be
sufficient to fund operations, capital investments, and research and development
projects currently planned for the remainder of 1995.
10
<PAGE>
FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The semiconductor industry is generally characterized by a highly competitive
and rapidly changing environment in which operating results are often subject to
the effects of new product introductions, manufacturing technology innovations,
rapid fluctuations in product demand, the availability of manufacturing
capacity, and the ability to secure and maintain intellectual property rights.
While the company attempts to identify and respond to rapidly changing events
and conditions as soon as possible, the anticipation of and reaction to such
events are an ongoing challenge.
The company believes that its future results of operations and financial
condition could be impacted by any of the following factors: market acceptance
and timing of new products; continued market acceptance of personal computer
industry standards applicable to the company's products; trends in the personal
computer marketplace; capacity constraints; intense price competition;
interruption in procuring needed manufacturing materials; disruption of
manufacturing facilities; and changes in domestic and international economic
conditions.
The company's microprocessor products, and more specifically the company's
current generation of 486 microprocessors, have significantly contributed, and
are expected to significantly contribute in 1995 to the company's revenues,
margins and profits. There can be no assurance that there will be continued
market acceptance of Am486 microprocessors, or that the Am486 microprocessors
will continue to generate profits and margins for the remainder of 1995 at the
levels experienced to date. The company's 486 microprocessors are re-engineered
versions of 486 microprocessors originally developed by Intel, and contain and
use, under license with Intel, its 486 microcode. The company's next generation
K86 RISC SUPERSCALAR(TM) products are being designed to be Microsoft(R)
Windows(R)-compatible and compete with Intel's post-486 generations of X86
microprocessors, including the Pentium and the P6. The company's K86 products
will not be re-engineered versions of microprocessors developed by Intel, and
pursuant to the litigation settlement agreement with Intel the company does not
have the right to use Intel microcodes in AMD product generations following the
486. Volume production of the initial K86 products, known as AMD-K5(TM), is
anticipated to begin in the first half of 1996. There can be no assurance that
the company will be able to introduce its K86 products in a timely manner to
meet competition, that these microprocessors will not face severe price
competition, or that superior competitive products will not be introduced. There
can be no assurance that the K86 products will achieve market acceptance or
desired operating results, including but not limited to profitability. Any such
failure could adversely affect the company's future operations.
The company has entered into a number of licenses and cross-licenses relating to
several of the company's products. As is common in the semiconductor industry,
from time to time the company has been notified that it may be infringing other
parties' patents or copyrights. While patent and copyright owners in such
instances often express a willingness to resolve the dispute or grant a license,
no assurance can be given that all necessary licenses will be honored or
obtained on satisfactory terms, nor that the ultimate resolution of any material
dispute concerning the company's present or future products will not have an
adverse impact on the company's future results of operations or financial
condition.
Due to the factors noted above, the company's future operations, financial
condition, and stock price may be subject to volatility. In addition, an actual
or anticipated shortfall in revenue, gross margins, or earnings from securities
analysts' expectations could have an immediate adverse effect on the trading
price of the company's common stock in any given period.
11
<PAGE>
II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The company's annual meeting of stockholders, at which the proposals
described below were submitted to stockholders, was held on May 9,
1995.
Proposal No. 1 - Election of Directors. The following individuals, who
received the votes indicated, were elected as directors:
<TABLE>
<CAPTION>
NAME FOR WITHHELD
<S> <C> <C>
W. J. Sanders III 88,827,903 352,282
Friedrich Baur 88,804,773 375,412
Charles M. Blalack 88,849,214 330,971
R. Gene Brown 88,865,038 315,147
Anthony B. Holbrook 88,815,619 364,566
Richard Previte 88,849,649 330,536
Joe L. Roby 88,856,350 323,835
Leonard Silverman 88,801,257 378,928
</TABLE>
Proposal No. 2 - The proposal to ratify the appointment of Ernst &
Young LLP, as the company's independent auditors for the current
fiscal year was approved. The results of the voting were as follows:
For: 88,656,660 Against: 414,199 Abstain: 112,326
Proposal No. 3 - The stockholders disapproved a stockholder proposal
requesting that the Board of Directors establish a nominating
committee composed solely of independent directors (as defined in the
stockholder proposal). The results of the voting were as follows:
For: 12,395,510 Against: 58,926,237 Abstain: 2,516,156
Broker Non-votes: 15,342,282
12
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
--------
3.1 Certificate of Incorporation as amended
3.2 Certificate of Elimination of $30.00 Convertible Exchangeable
Preferred Shares
3.3 Certificate of Elimination of Series A Junior Participating
Preferred Stock
27.1 Financial Data Schedule
B. Report on Form 8-K
------------------
The following report on Form 8-K was filed during the quarter for
which this report is filed:
1. Current Report on Form 8-K, dated April 17, 1995, filed April 19,
1995, reporting under Item 5, that the Board of Directors, acting
through its Stockholder Rights Committee, ordered the redemption
of the company's preferred stock purchase rights to occur on May
3, 1995.
13
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADVANCED MICRO DEVICES, INC.
Date: July 24,1995 By: /s/ Marvin Burkett
--------------- ------------------
Marvin Burkett
Senior Vice President,
Chief Financial and
Administrative Officer.
Signing on behalf of the
registrant and as the principal
financial officer
14
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibits
- --------
<S> <C>
3.1 Certificate of Incorporation as amended
3.2 Certificate of Elimination of $30.00 Convertible Exchangeable
Preferred Shares
3.3 Certificate of Elimination of Series A Junior Participating
Preferred Stock
27.1 Financial Data Schedule
</TABLE>
<PAGE>
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
of
ADVANCED MICRO DEVICES, INC.
---00000---
FIRST. The name of the corporation is ADVANCED MICRO DEVICES, INC.
SECOND. The address of its registered office in the State of Delaware is
No. 100 West Tenth Street, in the City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
THIRD. The nature of the business or purposes to be conducted or promoted
is:
The development, manufacture and marketing of integrated circuits,
electronic components, and related products.
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
<PAGE>
To manufacture, purchase or otherwise acquire, invest in, own, mortgage,
pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and
deal with goods, wares and merchandise and personal property of every class and
description.
To acquire, and pay for in cash, stock or bonds of this corporation
or otherwise, the good will, rights, assets and property, and to undertake or
assume the whole or any part of the obligations or liabilities of any person,
firm, association or corporation.
To acquire, hold, use, sell, assign, lease, grant licenses in respect of,
mortgage or otherwise dispose of letters patent of the United States or any
foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks and trade names, relating to
or useful in connection with any business of this corporation.
To acquire by purchase, subscription or otherwise, and to receive, hold,
own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds,
<PAGE>
debentures, notes, trust receipts, and other securities, obligations, choses in
action and evidences of indebtedness or interest issued or created by any
corporations, joint stock companies, syndicates, associations, firms, trusts or
persons, public or private, or by the government of the United States of
America, or by any foreign government, or by any state, territory, province,
municipality or other political subdivision or by any governmental agency, and
as owner thereof to possess and exercise all the rights, powers and privileges
of ownership, including the right to execute consents and vote thereon, and to
do any and all acts and things necessary or advisable for the preservation,
protection, improvement and enhancement in value thereof.
To borrow or raise moneys for any of the purposes of the corporation and,
from time to time without limit as to amount, to draw, make, accept, endorse,
execute and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures and other negotiable or non-negotiable instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of the
whole or any part of the property of the corporation, whether at the time owned
or thereafter
<PAGE>
acquired, and to sell, pledge or otherwise dispose of such bonds or other
obligations of the corporation for its corporate purposes.
To purchase, receive, take by grant, gift, devise, bequest or otherwise,
lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in and with real or personal property, or any interest therein, wherever
situated, and to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of the corporation's property and assets,
or any interest therein, wherever situated.
In general, to possess and exercise all the powers and privileges granted
by the General Corporation Law of Delaware or by any other law of Delaware or by
this Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the conduct,
promotion or attainment of the business or purposes of the corporation.
The business and purposes specified in the foregoing clauses shall, except
where otherwise expressed, be in nowise limited or restricted by reference to,
or inference from, the terms of any other clause in this certificate of
incorporation, but the business and pur-
<PAGE>
poses specified in each of the foregoing clauses of this article shall be
regarded as independent business and purposes.
FOURTH. The total number of shares of stock which the corporation shall
have authority to issue is five hundred thousand (500,000) and the par value of
each of such shares is Ten Cents ($.10) amounting in the aggregate to Fifty
Thousand Dollars ($50,000).
At all elections of directors of the corporation, each stockholder shall
be entitled to as many votes as shall equal the number of votes which (except
for such provision as to cumulative voting) he would be entitled to cast for
the election of directors with respect to his shares of stock multiplied by the
number of directors to be elected, and he may cast all of such votes for a
single director or may distribute them among the number to be voted for, or for
any two or more of them as he may see fit.
FIFTH. The name and mailing address of each incorporator is as follows:
NAME MAILING ADDRESS
---- ---------------
B. J. Consono 100 West Tenth Street
Wilmington, Delaware
<PAGE>
F. J. Obara, Jr. 100 West Tenth Street
Wilmington, Delaware
J. L. Rivera 100 West Tenth Street
Wilmington, Delaware
SIXTH. The corporation is to have perpetual existence.
SEVENTH. In furtherance and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:
To make, alter or repeal the by-laws of the corporation.
To authorize and cause to be executed mortgages and liens upon the real
and personal property of the corporation.
To set apart out of any of the funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more committees,
each committee to consist of two or more of the directors of the corporation.
The board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such
<PAGE>
committee, to the extent provided in the resolution or in the by-laws of the
corporation, shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the corporation, and may authorize
the seal of the corporation to be affixed to all papers which may require it;
provided, however, the by-laws may provide that in the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may unanimously appoint another member of
the board of directors to act at the meeting in the place of any such absent or
disqualified member.
When and as authorized by the affirmative vote of the holders of
two-thirds of the stock issued and outstanding having voting power given at a
stockholders' meeting duly called upon such notice as is required by statute, or
when authorized by the written consent of the holders of two-thirds of the
voting stock issued and outstanding, to sell, lease or exchange all or
substantially all of the property and assets of the corporation, including its
good will and its corporate franchises, upon such terms and conditions and for
such consideration,
<PAGE>
which may consist in whole or in part of money or property including shares of
stock in, and/or other securities of, any other corporation or corporations, as
its board of directors shall deem expedient and for the best interests of the
corporation.
EIGHTH. Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this corporation under
the provisions of section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of credi-
<PAGE>
tors, and/or of the stockholders or class of stockholders of this corporation,
as the case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
NINTH. Any corporate action upon which a vote of stockholders is required
or permitted may be taken with the written consent of stockholders having not
less than fifty percent (50%) of all of the stock entitled to vote upon the
action if a meeting were held; provided that in no case shall the written
consent be by holders having less than the minimum percentage of the total vote
required by statute for the proposed corporate action and provided that prompt
notice be given to all stockholders of the taking of corporate action without a
meeting and by less than unanimous written consent.
<PAGE>
TENTH. Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation. Elections of directors
need not be by written ballot unless the by-laws of the corporation shall so
provide.
ELEVENTH. The corporation reserves the right to amend, alter, change or
repeal any provision contained in this certificate of incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named,
for the purpose of forming a corporation pursuant to the General Corporation Law
of the State of Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts herein stated are true,
and accordingly have hereunto set our hands this 1st day of May, 1969.
B. J. Consono
F. J. Obara, Jr.
J. L. Rivera
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * * * * * *
Advanced Micro Devices, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware, DOES
HEREBY CERTIFY;
FIRST: That at a meeting of the Board of Directors of Advanced Micro
Devices, Inc. resolutions were duly adopted setting forth a proposed amendment
to the Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and calling a meeting of the shareholders of said
corporation for consideration thereof. The amended article is as follows:
"FOURTH. The total number of shares of stock which the corporation
shall have authority to issue is Two Hundred Fifty One Million (251,000,000) of
which Two Hundred Fifty Million (250,000,000) shares shall be Common Stock of
the par value of the One Cent ($0.01) per share and One Million (1,000,000)
shares shall be Serial Preferred Stock of the par value of Ten Cents ($0.10) per
share."
"The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of each class of stock of
the corporation shall be as follows:
<PAGE>
"(A) Serial Preferred Stock
----------------------
(1) The Serial Preferred Stock may be issued from time to time in one or
more series and shall have such voting powers, designations, preferences
and relative, participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, as may be fixed by
this Certificate of Incorporation or by resolution of the Board of
Directors providing for the issue of each such series. The Board of
Directors is vested with authority to fix variations in voting powers and
in any of the designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions thereof as being between series of Serial Preferred Stock
including, without limitation, variations in the following:
(a) The distinctive designation of each series and the number of
shares which shall constitute each series, which number may be increased
(except where otherwise provided by the Board of Directors in creating such
series) or decreased (but not below the number of shares thereof then
outstanding) from time to time by like action of the Board of Directors;
(b) The annual rate of dividends payable on shares of each series,
the conditions upon which, and the dates when, such dividends shall be
payable and the dates (if any) from which dividends shall be cumulative;
(c) The time or times when and the price or prices at which shares
of each series shall be redeemable;
(d) The obligation, if any, of the corporation to acquire shares of
each series for retirement as a sinking fund;
(e) The granting, denial or limitation of voting rights of shares of
each series;
(f) The amount or amounts per share of each series payable in the
event of any voluntary liquidation, dissolution or winding up of the
corporation;
(g) The rights, if any, of the holders of shares of each series to
convert such shares into or exchange such shares for Common Stock or shares
of any other series of Serial Preferred Stock and the terms and conditions
of such conversion or exchange, including any provisions for the subsequent
adjustment of any such conversion or exchange rights.
<PAGE>
"Subject to variations in the voting powers, designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof as between series of Serial Preferred Stock
fixed by resolution of the Board of Directors in accordance with this Paragraph
A(1), each share of Serial Preferred Stock shall be equal to every other share
of Serial Preferred Stock.
"The voting powers, designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations of
restrictions thereof, of the shares of each series of Serial Preferred Stock
shall, before the issuance of each series of Serial Preferred Stock, be set
forth in a certificate filed pursuant to the General Corporation Law of the
State of Delaware.
"(B) Common Stock
------------
(1) After the requirements with respect to preferential dividends upon all
classes and series of stock entitled thereto shall have been paid or
declared and set apart for payment and after the corporation shall have
complied with all requirements, if any, with respect to the setting aside
of sums as a sinking fund or for a redemption account on any class of
stock, then and not otherwise, the holders of Common Stock shall be
entitled to receive such dividends as may be declared from time to time by
the Board of Directors.
(2) After distribution in full of the preferential amounts to be
distributed to the holders of all classes and series of stock entitled
thereto in the event of a voluntary or involuntary liquidation, dissolution
or winding up of the corporation, the holders of the Common Stock shall be
entitled to receive all the remaining assets of the corporation.
(3) Each holder of Common Stock shall have one vote in respect of each
share of such stock held by him, subject, however, to such special voting
rights by class as are or may be granted to holders of Serial Preferred
Stock with respect to the election of a limited number of directors upon
default by the corporation in the payment of dividends of such Serial
Preferred Stock."
SECOND: That, thereafter, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in accordance with Section 222
of the General Corporation
<PAGE>
Law of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused this
certificate to be signed by George M. Scalise, its Senior Vice President-Chief
Administrative Officer, and attested by Thomas W. Armstrong, its Assistant
Secretary this 1st day of October, 1985.
ADVANCED MICRO DEVICES, INC.
By: /s/ George M. Scalise
------------------------------
George M. Scalise
Senior Vice President
Chief Administrative Officer
ATTEST:
By: /s/ Thomas W. Armstrong
--------------------------------
Thomas W. Armstrong
Assistant Secretary
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * * * * * *
Advanced Micro Devices, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the state of Delaware, DOES
HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Advanced Micro
Devices, Inc. resolutions were duly adopted setting forth proposed amendments
to the Certificate of Incorporation of said corporation, declaring said
amendments to be advisable and calling a meeting of the shareholders of said
corporation for consideration thereof. The amended articles are as follows:
"THIRD. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
"SIXTH. In furtherance and not in limitation of the powers conferred
by statute, the board of directors is expressly authorized:
<PAGE>
To make, alter or repeal the Bylaws of the corporation.
When and as authorized by the affirmative vote of the holders of two-thirds of
the stock issued and outstanding having voting power given at a stockholders'
meeting duly called upon such notice as is required by statute, or when
authorized by the written consent of the holders of two-thirds of the voting
stock issued and outstanding, to sell, lease or exchange all or substantially
all of the property and assets of the corporation, including its good will and
its corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other corporation
or corporations, as its board of directors shall deem expedient and for the best
interests of the corporation.
"SEVENTH. Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
<PAGE>
Delaware at such place or places as may be designated from time to time by the
board of directors or in the Bylaws of the corporation. Elections of directors
need not be by written ballot unless the Bylaws of the corporation shall so
provide.
EIGHTH. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this certificate of incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
NINTH. A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
<PAGE>
If the Delaware General Corporation Law hereafter is amended to authorize the
further elimination or limitation of the liability of directors, then the
liability of a director of the corporation, in addition to the limitation on
personal liability provided herein, shall be limited to the fullest extent
permitted by the amended Delaware General Corporation Law. Any repeal or
modification of this Article by the stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation on the personal
liability of a director of the corporation for acts or omissions of such
director occurring prior to such amendment.
SECOND: That Articles TENTH and ELEVENTH have been deleted from the
Certificate.
THIRD: That, thereafter, an annual meeting of the shareholders of said
corporation was duly called and held, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendments.
FOURTH: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
IN WITNESS WHEREOF, Advanced Micro Devices, Inc. has caused this
certificate to be signed by Anthony B. Holbrook, its President, and attested by
Richard Previte, its Secretary this 11th day of September, 1987.
ADVANCED MICRO DEVICES, INC.
/s/ ANTHONY B. HOLBROOK
By: ___________________________________
Anthony B. Holbrook
President
ATTEST:
/s/ RICHARD PREVITE
By: ______________________________________
Richard Previte
Secretary
<PAGE>
EXHIBIT 3.2
CERTIFICATE OF ELIMINATION
OF
$30.00 CONVERTIBLE EXCHANGEABLE
PREFERRED SHARES
OF
ADVANCED MICRO DEVICES, INC.
ADVANCED MICRO DEVICES, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY THAT:
FIRST: At a meeting of the Board of Directors of ADVANCED MICRO DEVICES,
INC., resolutions were duly adopted setting forth the proposed elimination of
the series of Preferred Stock designated as $30.00 Convertible Exchangeable
Preferred Shares as set forth herein:
RESOLVED, that no shares of the series of Preferred Stock designated
as $30.00 Convertible Exchangeable Preferred Shares are outstanding and
none will be issued; and be it
RESOLVED FURTHER, that a Certificate of Elimination be executed,
which shall have the effect when filed in Delaware of eliminating from the
Certificate of Incorporation the Certificate of Powers, Designations,
Preferences and Rights of the $30.00 Convertible Exchangeable Preferred
Shares filed in the Office of the Secretary of State of Delaware on March
27, 1987.
SECOND: None of the authorized shares of the series of Preferred Stock
designated as $30.00 Convertible Exchangeable Preferred are outstanding and none
will be issued.
THIRD: In accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the Certificate of Incorporation is
hereby amended to eliminate the Certificate of Powers, Designations, Preferences
and Rights of the $30.00 Convertible Exchangeable Preferred Shares filed in the
Office of the Secretary of State of Delaware on March 27, 1987.
<PAGE>
IN WITNESS THEREOF, said Advanced Micro Devices, Inc. has caused this
certificate to be signed by Marvin D. Burkett, its Senior Vice President, Chief
Administrative Officer, Chief Financial Officer and Treasurer, this 9th day of
May, 1995.
ADVANCED MICRO DEVICES, INC.
By /s/ Marvin D. Burkett
---------------------------------------
MARVIN D. BURKETT
Senior Vice President,
Chief Administrative Officer,
Chief Financial Officer and Treasurer
<PAGE>
EXHIBIT 3.3
CERTIFICATE OF ELIMINATION
OF
SERIES A JUNIOR PARTICIPATING
PREFERRED STOCK
OF
ADVANCED MICRO DEVICES, INC.
ADVANCED MICRO DEVICES, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY THAT:
FIRST: At a meeting of the Board of Directors of ADVANCED MICRO DEVICES,
INC., resolutions were duly adopted setting forth the proposed elimination of
the series of Preferred Stock designated Series A Junior Participating
Preferred Stock as set forth herein:
RESOLVED, that no shares of the series of Preferred Stock designated
as Series A Junior Participating Preferred Stock are outstanding and none
will be issued; and be it
RESOLVED FURTHER, that a Certificate of Elimination be executed,
which shall have the effect when filed in Delaware of eliminating from the
Certificate of Incorporation the Certificate of Designation, Preferences
and Rights of the Series A Junior Participating Preferred Stock filed in
the Office of the Secretary of State of Delaware on February 21, 1990.
SECOND: None of the authorized shares of the series of Preferred Stock
designated as Series A Junior Participating Preferred Stock are outstanding and
none will be issued.
THIRD: In accordance with the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the Certificate of Incorporation is
hereby amended to eliminate the Certificate of Designation, Preferences
and Rights of the Series A Junior Participating Preferred Stock.
<PAGE>
IN WITNESS THEREOF, said Advanced Micro Devices, Inc. has caused this
certificate to be signed by Marvin D. Burkett, its Senior Vice President, Chief
Administrative Officer, Chief Financial Officer and Treasurer, this 9th day of
May, 1995.
ADVANCED MICRO DEVICES, INC.
By /s/ Marvin D. Burkett
---------------------------------------
MARVIN D. BURKETT
Senior Vice President,
Chief Administrative Officer,
Chief Financial Officer and Treasurer
<TABLE> <S> <C>
<PAGE>
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<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUL-2-1995
<CASH> 261,074
<SECURITIES> 287,886
<RECEIVABLES> 375,551
<ALLOWANCES> (9,192)
<INVENTORY> 133,204
<CURRENT-ASSETS> 1,193,640
<PP&E> 2,691,685
<DEPRECIATION> (1,206,603)
<TOTAL-ASSETS> 2,901,119
<CURRENT-LIABILITIES> 686,605
<BONDS> 0
<COMMON> 1,038
0
0
<OTHER-SE> 1,947,735
<TOTAL-LIABILITY-AND-EQUITY> 2,901,119
<SALES> 1,245,245
<TOTAL-REVENUES> 1,246,310
<CGS> 591,731
<TOTAL-COSTS> 591,731
<OTHER-EXPENSES> 387,842
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1
<INCOME-PRETAX> 280,106
<INCOME-TAX> 92,435
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