<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 10, 1996
ADVANCED MICRO DEVICES, INC.
----------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-7882 94-1692300
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One AMD Place,
P.O. Box 3453
Sunnyvale, California 94088-3453
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(address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (408) 732-2400
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Page 1 of 4
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Item 5. Other Events.
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On July 10, 1996, Advanced Micro Devices, Inc. (the "Company") announced
its second quarter revenues. The Company reported a net loss of $34,672,000 on
sales of $455,077,000. The loss amounted to $0.26 per common share on a fully
diluted basis. The results include a non-recurring pre-tax gain of $16.3
million resulting from a sale of securities. The full text of the press release
is set forth in Exhibit 99 attached hereto and is incorporated in this report as
if fully set forth herein.
During the second quarter, the Company produced more than 500,000 of its
AMD-K5(TM) PR75 (75 MHz) and AMD-K5 PR90 (90 MHz) microprocessors, but shipped
only 200,000 units. The Company also began initial shipments of its AMD-K5
PR100 (100 MHz) microprocessor in the second quarter. Due to anticipated slower
demand for its AMD-K5 products, the Company expects that it will produce fewer
AMD-K5 microprocessors in the third quarter of 1996 than its previous goal of
1,000,000 units. This may also cause the Company to produce fewer AMD-K5
microprocessors during the remainder of 1996 and through the first quarter of
1997 than the 3,000,000 units and 5,000,000 units previously announced with
respect to such periods.
The matters discussed above contain forward-looking statements regarding
the Company's anticipated production and sales of its AMD-K5 microprocessors.
These statements involve risks and uncertainties that could cause actual results
to differ from predicted results. The Company's production plans are subject to
change depending on customers inventory levels and orders for the Company's
products, changed industry and Company forecasts of demand, the timing of
introduction of higher-performance fifth-generation microprocessors and other
products, and the place at which the Company is able to ramp production of
fifth-generation microprocessors in FAB 25. The Company's success in producing
and selling products as planned is subject to numerous risks and uncertainties
including those related to the potentially adverse effects of marketing and
pricing strategies adopted by Intel Corporation which has a dominant position in
the microprocessor market, the possibility that products newly introduced by the
Company may fail to achieve market acceptance or that any of the Company's
products may be found to be defective, possibly adverse conditions in the
personal computer market and unexpected interruptions in the Company's
manufacturing operations. Information on the factors that could affect the
Company's financial results are set forth in the Company's SEC filings,
including the filed report on Form 10-K for the year ended December 31, 1995,
and the Company's quarterly report on Form 10-Q for the quarter ended March 31,
1996.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits:
99 Press release dated July 10, 1996
2
<PAGE>
SIGNATURES
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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 hereunto duly authorized.
ADVANCED MICRO DEVICES, INC.
(Registrant)
Date: July 22, 1996 By: /s/ Marvin D. Burkett
________________________________
Marvin D. Burkett
Senior Vice President, Chief
Financial and Administrative
Officer and Treasurer
3
<PAGE>
Exhibit Index
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Exhibit Number Exhibit
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99 Press release dated July 10, 1996
4
<PAGE>
EXHIBIT 99
NEWS RELEASE [LOGO OF AMD]
One AMD Place
P.O. Box 3453
Sunnyvale, CA 94088-3453
Tel (408) 732-2400
For further information:
Tom Stites
(408) 749-2918
AMD REPORTS SECOND QUARTER RESULTS
SUNNYVALE, CA--JULY 10, 1996--AMD today reported a net loss of
$34,672,000 on sales of $455,077,000 for the quarter ended June 30, 1996. The
loss amounted to $0.26 per share on a fully diluted basis. The company's second-
quarter results include a non-recurring, pre-tax gain of $16.3 million resulting
from a sale of securities.
Sales for the like period of 1995 amounted to $638,867,000, which
resulted in net income of $80,652,000, or $0.59 per share fully diluted.
In the immediate-prior quarter, AMD reported sales of $544,212,000,
which resulted in net income of $25,327,000, or $0.18 per share fully diluted.
The company's first-quarter results included a non-recurring gain of $24.7
million resulting from a sale of securities and non-recurring charges of $8.7
million for expenses associated with AMD's merger with NexGen, Inc., which was
completed during the quarter.
For the first six months of 1996, the company reported total revenues of
$999,289,000, which resulted in a net loss applicable to common stockholders of
$9,345,000, or $0.07 per common share fully diluted. For the same period a year
ago, AMD reported revenues of $1,266,248,000, which resulted in net income
applicable to common stockholders of $164,972,000, or $1.21 per common share
fully diluted. (Financial results for 1995 have been restated to include the
historical financial information of NexGen, Inc.)
(more)
<PAGE>
2
"The main cause of our revenue decrease was a significant decline in flash
memory revenues from the immediate prior quarter," said W.J. Sanders III,
chairman and chief executive officer. "Flash memory sales were impacted by soft
demand and sharply lower prices as customers continued to reduce their
inventories to levels consistent with current availability. All AMD product
lines were adversely affected by weaker demand for semiconductors.
"AMD incurred a widening operating loss in its second quarter as aggregate
results from our other divisions were insufficient to offset the large losses we
are currently experiencing in our Microsoft(R) Windows(R)-compatible
microprocessor divisions," Sanders continued.
"The keys to returning to profitability in our Windows-compatible
microprocessor business are producing and selling our fifth-generation,
AMD-K5(TM) and successfully introducing our sixth-generation, AMD-K6 superscalar
microprocessors. In the just-completed quarter, we shipped more than 200,000
AMD-K5-PR75 and AMD-K5-PR90 microprocessors as direct plug-in replacements for
Pentium(R) 75 and Pentium 90 devices, demonstrating compatibility of AMD's
independently developed, fifth-generation processors," Sanders continued.
"Consistent with our road map to introduce higher-performance devices, we made
initial production shipments of our AMD-K5-PR100 devices during the second
quarter," Sanders concluded.
AMD is a global supplier of integrated circuits for the personal and
networked computer and communications markets. A Fortune 500 company, AMD
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produces processors, flash memories, programmable logic devices, and products
for communications and networking applications. Founded in 1969, AMD is based in
Sunnyvale, California, and has sales and manufacturing facilities worldwide. The
Company had revenues of $2.5 billion in 1995 (NYSE: AMD).
(more)
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3
_______________________________________________________________________________
CAUTIONARY STATEMENT
The forward-looking statements in the above news release relate to compatibility
and profitability of AMD's microprocessors. Such forward-looking statements are
based on current expectations and beliefs, and are subject to numerous risks and
uncertainties that could cause actual results to differ materially. Factors that
would cause the actual results to differ materially are: the risk that the
company's microprocessors may not be compatible with all industry-standard
software and hardware or competitive with products produced by other
manufacturers, primarily Intel Corporation; the risk that the company's
sixth-generation microprocessor design acquired in the NexGen merger which is
still in development, requires further modification using AMD's design
verification and manufacturing technologies and will be manufactured using
technologies which have not yet been successfully implemented; and such other
risks and uncertainties as are detailed under the "Management's Discussion and
Analysis of Results of Operations and Financial Condition" contained in the
company's annual report on Form 10-K for the fiscal year ended
December 31, 1995, and the company's quarterly report on Form 10-Q for the
quarter ended March 31, 1996.
_______________________________________________________________________________
WORLD WIDE WEB: Press announcements and other information about AMD are
available on the Internet via the World Wide Web. Type http://www.amd.com at the
URL prompt.
Microsoft and Windows are registered trademarks of Microsoft Corporation.
Pentium is a registered trademark of Intel Corporation.
AMD-K5, AMD, the AMD logo and combinations thereof are trademarks of Advanced
Micro Devices, Inc.
AMD news release #96CORP18 9664
<PAGE>
Advanced Micro Devices, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION> Quarters Ended Six Months Ended
- -------------------------------------------------------------------------------------------------------
June 30, March 31, July 2, June 30, July 2,
1996 1996 1995 1996 1995
(Restated)* (Restated)*
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $455,077 $544,212 $638,867 $999,289 $1,266,248
Cost of sales 379,779 368,735 315,905 748,514 621,590
Research and development 92,768 94,780 105,695 187,548 202,569
Marketing, general, and
administrative 83,063 103,011 106,602 186,074 209,336
- -------------------------------------------------------------------------------------------------------
555,610 566,526 528,202 1,122,136 1,033,495
- -------------------------------------------------------------------------------------------------------
Operating income (loss) (100,533) (22,314) 110,665 (122,847) 232,753
Interest income and other, net 23,039 28,059 6,975 51,098 14,033
Interest expense (1,812) (1,981) (501) (3,793) (1,079)
- -------------------------------------------------------------------------------------------------------
Income (loss) before income taxes
and equity in joint venture (79,306) 3,764 117,139 (75,542) 245,707
Provision (credit) for income
taxes (31,723) - 39,016 (31,723) 81,840
- -------------------------------------------------------------------------------------------------------
Income (loss) before equity
in joint venture (47,583) 3,764 78,123 (43,819) 163,867
Equity in net income of
joint venture 12,911 21,563 2,529 34,474 1,115
- -------------------------------------------------------------------------------------------------------
Net income (loss) (34,672) 25,327 80,652 (9,345) 164,982
Preferred stock dividends - - - - 10
- -------------------------------------------------------------------------------------------------------
Net income (loss) applicable
to common stockholders $(34,672) $25,327 $80,652 $(9,345) $164,972
- -------------------------------------------------------------------------------------------------------
Net income (loss) per common share
- - Primary $(0.26) $0.18 $0.59 $(0.07) $1.24
- - Fully diluted $(0.26) $0.18 $0.59 $(0.07) $1.21
- -------------------------------------------------------------------------------------------------------
Shares used in per share calculation
- - Primary 135,266 138,399 136,950 134,487 132,722
- - Fully diluted 135,266 138,399 137,647 134,487 136,467
- -------------------------------------------------------------------------------------------------------
</TABLE>
* Restated from previously released financial information as a result of the
January 1996 merger with NexGen, Inc.
<PAGE>
<TABLE>
<CAPTION>
Advanced Micro Devices, Inc.
CONSOLIDATED BALANCE SHEETS
(Thousands)
June 30, December 31,
1996 1995
(Unaudited) (Audited)
(Restated)*
- ------------------------------------------------------------------------------
<S> <C> <C>
Assets
- ------------------------------------------------------------------------------
Current assets:
Cash, cash equivalents, and short-term investments $281,658 $ 509,665
Accounts receivable, net 209,691 284,238
Inventories 175,837 155,986
Deferred income taxes 141,089 147,489
Prepaid expenses and other current assets 64,236 40,564
- ------------------------------------------------------------------------------
Total current assets 872,511 1,137,942
Property, plant, and equipment, net 1,681,120 1,641,634
Investment in joint venture 187,881 176,821
Other assets 103,513 122,070
- ------------------------------------------------------------------------------
$2,845,025 $3,078,467
==============================================================================
Liabilities and Stockholders' Equity
- ------------------------------------------------------------------------------
Current liabilities:
Notes payable to banks $ 11,878 $ 26,770
Accounts payable 177,240 241,916
Accrued compensation and benefits 57,178 106,347
Accrued liabilities 96,916 103,404
Income tax payable 3,000 56,297
Deferred income on shipments to distributors 93,990 100,057
Current portion of long-term debt and capital
lease obligations 27,739 41,642
- ------------------------------------------------------------------------------
Total current liabilities 467,941 676,433
Deferred income taxes 103,807 84,607
Long-term debt and capital lease obligations,
less current portion 201,922 214,965
Stockholders' equity:
Capital stock:
Common stock, par value 1,404 1,050
Capital in excess of par value 936,475 908,989
Retained earnings 1,133,476 1,192,423
- ------------------------------------------------------------------------------
Total stockholders' equity 2,071,355 2,102,462
- ------------------------------------------------------------------------------
$2,845,025 $3,078,467
==============================================================================
</TABLE>
* Restated from previously released financial information as a result of the
January 1996 merger with NexGen, Inc.
<PAGE>
Advanced Micro Devices, Inc. INFORMATION ONLY
- ---------------------------------------------------------------------------
NON-GAAP CONSOLIDATED STATEMENTS OF OPERATIONS*
(Includes Pre-Tax FASL Investment Equity Income in Operating Income (Loss))
- ---------------------------------------------------------------------------
(Thousands except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
(Unaudited) (Unaudited)
- --------------------------------------------------------------------------------------------------------
June 30, March 31, July 2, June 30, July 2,
1996 1996 1995 ** 1996 1995 **
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Net sales $455,077 $544,212 $638,867 999,289 $1,266,248
Cost of sales 379,779 368,735 315,905 748,514 621,590
Net income from equity
investment in FASL (19,863) (33,174) (3,891) (53,037) (1,715)
Research and development 92,768 94,780 105,695 187,548 202,569
Marketing, general, and
administrative 83,063 103,011 106,602 186,074 209,336
- --------------------------------------------------------------------------------------------------------
535,747 533,352 524,311 1,069,099 1,031,780
- --------------------------------------------------------------------------------------------------------
Operating income (loss) (80,670) 10,860 114,556 (69,810) 234,468
Interest income and other, net 23,039 28,059 6,975 51,098 14,033
Interest expense (1,812) (1,981) (501) (3,793) (1,079)
- --------------------------------------------------------------------------------------------------------
Income (loss) before income taxes
and equity in joint venture (59,443) 36,938 121,030 (22,505) 247,422
Provision (credit) for income
taxes (31,723) - 39,016 (31,723) 81,840
Provision for taxes on equity
in income of FASL 6,952 11,611 1,362 18,563 600
- --------------------------------------------------------------------------------------------------------
Net income (loss) (34,672) 25,327 80,652 (9,345) 164,982
Preferred stock dividends - - - - 10
- --------------------------------------------------------------------------------------------------------
Net income (loss) applicable
to common stockholders $(34,672) $25,327 $80,652 $(9,345) $164,972
- --------------------------------------------------------------------------------------------------------
Net income (loss) per common share
- Primary $(0.26) $0.18 $0.59 $(0.07) $1.24
- Fully diluted $(0.26) $0.18 $0.59 $(0.07) $1.21
- --------------------------------------------------------------------------------------------------------
Shares used in per share calculation
- Primary 135,266 138,399 136,950 134,487 132,722
- Fully diluted 135,266 138,399 137,647 134,487 136,467
- --------------------------------------------------------------------------------------------------------
</TABLE>
* The above statements of operations are not in accordance with generally
accepted accounting principles (GAAP) in that the pre-tax equity income of
FASL has been reclassified and included in the determination of operating
income (loss). Net income (loss) and related net income (loss) per common
share amounts are the same as those reported under generally accepted
accounting principles.
** Financial results for 1995 have been restated to include the historical
financial information of NexGen, Inc.
<PAGE>
AMD
SELECTED CORPORATE DATA
(UNAUDITED)
<TABLE>
<CAPTION>
PRODUCT LINE BREAKDOWN*
- ----------------------- Q2 '96 Q1 '96 Q2 '95
% OF SALES REVENUE % OF SALES REVENUE % OF SALES REVENUE
---------- ------- ---------- ------- ---------- -------
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Computation Products Group 23 $103M 23 $126M 47 $ 298M
Communications and
Components Group 64 290M 64 348M 44 280M
Programmable Logic Subsidiary 13 62M 13 70M 9 61M
(TBN)
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
OTHER DATA Q2 '96 Q1 '96 Q2 '95
- ---------- ------- ------- -------
- ---------------------------------------------------------------------------------------------
Depreciation $88M $76M $56M
Capital Spending 110M 96M 141M
Headcount 12,535 12,806 12,352
- ---------------------------------------------------------------------------------------------
International Sales 53% 52% 58%
</TABLE>
* Restated to include NEXGEN
