<PAGE>
UNITED STATES
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 June 29, 1997
------------------
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 August
1, 1997: 140,925,759.
<PAGE>
ADVANCED MICRO DEVICES, INC.
- ----------------------------
INDEX
- -----
<TABLE>
<CAPTION>
Part I. Financial Information
---------------------
Page No.
-------
<S> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Operations--
Quarters Ended June 29, 1997 and June 30, 1996,
and Six Months Ended June 29, 1997 and June 30,
1996 3
Condensed Consolidated Balance Sheets--
June 29, 1997 and December 29, 1996 4
Condensed Consolidated Statements of Cash Flows--
Six Months Ended June 29, 1997
and June 30, 1996 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 9
Part II. Other Information
-----------------
Item 4. Submission of Matters to a Vote of Security Holders 23
Item 6. Exhibits and Reports on Form 8-K 24
Signature 25
---------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
--------------------
ADVANCED MICRO DEVICES, INC.
----------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(Unaudited)
(Thousands except per share amounts)
Quarter Ended Six Months Ended
---------------------------- -----------------------------
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales .................................. $ 594,561 $ 455,077 $ 1,146,560 $ 999,289
Expenses:
Cost of sales ......................... 372,266 379,779 721,342 748,514
Research and development .............. 110,021 92,768 214,929 187,548
Marketing, general and administrative . 102,983 83,063 197,502 186,074
----------- ----------- ----------- -----------
585,270 555,610 1,133,773 1,122,136
----------- ----------- ----------- -----------
Operating income (loss) .................... 9,291 (100,533) 12,787 (122,847)
Interest income and other, net ............. 9,718 23,039 23,040 51,098
Interest expense ........................... (9,958) (1,812) (19,368) (3,793)
----------- ----------- ----------- -----------
Income (loss) before income taxes
and equity in joint venture ........... 9,051 (79,306) 16,459 (75,542)
Provision (benefit) for income taxes ....... 2,630 (31,723) 4,778 (31,723)
----------- ----------- ----------- -----------
Income (loss) before equity in joint venture 6,421 (47,583) 11,681 (43,819)
Equity in net income of joint venture ...... 3,547 12,911 11,238 34,474
----------- ----------- ----------- -----------
Net income (loss) .......................... $ 9,968 $ (34,672) $ 22,919 $ (9,345)
=========== =========== =========== ===========
Net income (loss) per common share:
Primary ............................... $ .07 $ (.26) $ .16 $ (.07)
=========== =========== =========== ===========
Fully diluted ......................... $ .07 $ (.26) $ .16 $ (.07)
=========== =========== =========== ===========
Shares used in per share calculation:
Primary ............................... 147,919 135,266 147,335 134,487
=========== =========== =========== ===========
Fully diluted ......................... 147,919 135,266 147,621 134,487
=========== =========== =========== ===========
</TABLE>
See accompanying notes
- ----------------------
3
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MICRO DEVICES, INC.
----------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS*
-------------------------------------
(Thousands)
June 29, December 29,
1997 1996
------------ -----------
<S> <C> <C>
Assets
- -----
Current assets:
Cash and cash equivalents ..................................... $ 160,595 $ 166,194
Short-term investments ........................................ 382,420 220,004
----------- -----------
Total cash, cash equivalents and short-term investments .... 543,015 386,198
Accounts receivable, net ...................................... 314,101 220,028
Inventories:
Raw materials .............................................. 33,011 22,050
Work-in-process ............................................ 100,258 83,853
Finished goods ............................................. 29,345 48,107
----------- -----------
Total inventories ...................................... 162,614 154,010
Deferred income taxes ......................................... 139,014 140,850
Prepaid expenses and other current assets ..................... 50,358 127,991
----------- -----------
Total current assets ....................................... 1,209,102 1,029,077
Property, plant and equipment, at cost ............................. 3,567,654 3,326,768
Accumulated depreciation and amortization .......................... (1,658,978) (1,539,366)
----------- -----------
Property, plant and equipment, net ......................... 1,908,676 1,787,402
Investment in joint venture ........................................ 207,410 197,205
Other assets ....................................................... 146,543 131,599
----------- -----------
$ 3,471,731 $ 3,145,283
=========== ===========
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Notes payable to banks ........................................ $ 12,000 $ 14,692
Accounts payable .............................................. 239,270 224,139
Accrued compensation and benefits ............................. 76,877 66,745
Accrued liabilities ........................................... 114,216 103,436
Income tax payable ............................................ 34,341 51,324
Deferred income on shipments to distributors .................. 90,897 95,466
Current portion of long-term debt and capital lease obligations 31,847 27,671
----------- -----------
Total current liabilities .................................. 599,448 583,473
Deferred income taxes .............................................. 102,452 95,102
Long-term debt and capital lease obligations, less current portion . 679,284 444,830
Stockholders' equity:
Capital stock:
Common stock, par value .................................... 1,410 1,380
Capital in excess of par value ................................ 1,009,344 957,226
Retained earnings ............................................. 1,079,793 1,063,272
----------- -----------
Total stockholders' equity ................................. 2,090,547 2,021,878
----------- -----------
$ 3,471,731 $ 3,145,283
=========== ===========
</TABLE>
* Amounts as of June 29, 1997 are unaudited. Amounts as of December 29, 1996
were derived from the December 29, 1996 audited financial statements.
See accompanying notes
----------------------
4
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<TABLE>
<CAPTION>
ADVANCED MICRO DEVICES, INC.
----------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
(Thousands)
Six Months Ended
------------------------
June 29, June 30,
1997 1996
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) .................................................... $ 22,919 $ (9,345)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization ................................. 182,825 170,756
Net loss on disposal of property, plant and equipment ......... 19,548 678
Net gain realized on sale of available-for-sale securities .... (4,978) (41,028)
Compensation recognized under employee stock plans ............ 12,867 1,403
Undistributed income of joint venture ......................... (11,238) (34,474)
Changes in operating assets and liabilities:
Net (increase) decrease in receivables, inventories,
prepaid expenses and other assets ..................... (67,637) 2,169
Net decrease in deferred income taxes ..................... 9,186 25,600
Decrease in income tax payable ............................ (16,983) (58,473)
Net increase (decrease) in payables and accrued liabilities 31,476 (107,325)
--------- ---------
Net cash provided by (used in) operating activities ....................... 177,985 (50,039)
--------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment ............................ (310,890) (205,647)
Proceeds from sale of property, plant and equipment .................. 567 1,248
Purchase of available-for-sale securities ........................... (407,098) (351,631)
Proceeds from sale of available-for-sale securities .................. 258,746 574,799
Investment in joint venture .......................................... (128) --
--------- ---------
Net cash provided by (used in) investing activities ....................... (458,803) 18,769
--------- ---------
Cash flows from financing activities:
Proceeds from borrowings ............................................. 271,644 26,231
Payments on debt and capital lease obligations ....................... (35,706) (68,411)
Proceeds from issuance of stock ...................................... 39,281 24,940
--------- ---------
Net cash provided by (used in) financing activities ....................... 275,219 (17,240)
--------- ---------
Net decrease in cash and cash equivalents ................................. (5,599) (48,510)
Cash and cash equivalents at beginning of period .......................... 166,194 126,316
--------- ---------
Cash and cash equivalents at end of period ................................ $ 160,595 $ 77,806
========= =========
Supplemental disclosures of cash flow information:
Cash (refunded) paid during the first six months for:
Income taxes ..................................................... $(102,830) $ 2,128
========= =========
Non-cash financing activities:
Equipment capital leases ......................................... $ 1,005 $ 342
========= =========
</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 last Sunday
in December. The quarters ended June 29, 1997 and June 30, 1996 included
13 weeks. The six months ended June 29, 1997 and June 30, 1996 included
26 weeks.
Certain prior year amounts on the Condensed Consolidated Financial
Statements have been reclassified to conform to the 1997 presentation.
2. The following is a summary of available-for-sale securities included in
cash and cash equivalents and short-term investments as of June 29, 1997
(in thousands):
Cash equivalents
Certificates of deposit $ 5,001
Treasury notes 1,997
Federal agency notes 37,375
Security repurchase agreements 36,100
Commercial paper 61,666
Other debt securities 944
--------
Total cash equivalents $143,083
========
Short-term investments
Certificates of deposit $140,028
Bank/Corporate notes 44,729
Treasury notes 95,463
Commercial paper 102,200
--------
Total short-term investments $382,420
========
As of June 29, 1997, the Company held $6 million of available-for-sale
equity securities with a fair value of $12 million which are included in
other assets. The total net unrealized gain on these equity securities,
net of tax, is included in retained earnings.
6
<PAGE>
3. The net income per common share computations are based on the
weighted-average number of common shares outstanding plus dilutive common
share equivalents. The net loss per common share computations exclude
common share equivalents as their effect on the net loss per share would
be anti-dilutive. Shares used in the per share computations are as
follows:
Quarter Ended Six Months Ended
--------------------- ----------------------
June 29, June 30, June 29, June 30,
1997 1996 1997 1996
-------- -------- -------- -------
(Thousands) (Thousands)
Primary:
Common shares outstanding 140,255 135,027 139,435 134,259
Employee stock plans 7,602 239 7,738 228
Warrants 62 - 162 -
------- ------- ------- -------
147,919 135,266 147,335 134,487
======= ======= ======= =======
Fully diluted:
Common shares outstanding 140,255 135,027 139,435 134,259
Employee stock plans 7,602 239 8,020 228
Warrants 62 - 166 -
------- ------- ------- -------
147,919 135,266 147,621 134,487
======= ======= ======= =======
In February, 1997 the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 (SFAS 128), "Earnings
per Share." SFAS 128 supersedes Accounting Principles Board Opinion No.
15 (APB 15), "Earnings per Share," and other related interpretations and
is effective for the periods ending after December 15, 1997. Upon
adoption of SFAS 128, all prior-period earnings per share amounts are
required to be restated. The Company's pro forma basic and diluted
earnings (loss) per share as if SFAS 128 were effective for the periods
presented, are $0.07 and $0.07 for the quarter ended June 29, 1997,
respectively, and $(0.26) and $(0.26) for the quarter ended June 30,
1996, respectively. The Company's pro forma basic and diluted earnings
(loss) per share as if SFAS 128 were effective for the periods presented,
are $0.16 and $0.16 for the six months ended June 29, 1997, respectively,
and $(0.07) and $(0.07) for the six months ended June 30, 1996,
respectively.
4. On July 19, 1996, the Company entered into a syndicated bank loan
agreement (the Credit Agreement), providing for a $150 million three-year
secured revolving line of credit (which can be extended for one
additional year, subject to approval of the lending banks). No balances
were outstanding under the revolving line of credit at June 29, 1997 or
December 29, 1996. The Credit Agreement contains provisions regarding
limits on the Company's and its subsidiaries' ability to engage in
various transactions and requires satisfaction of specified financial
performance criteria. At June 29, 1997, the Company was in compliance
with all restrictive covenants of the Credit Agreement and all retained
earnings were restricted as to payments of cash dividends on common
stock.
7
<PAGE>
5. In 1993, AMD and Fujitsu Limited formed a joint venture, Fujitsu AMD
Semiconductor Limited (FASL), for the development and manufacture of non-
volatile memory devices. FASL operates an advanced integrated circuit
manufacturing facility in Aizu-Wakamatsu, Japan, to produce Flash memory
devices. The Company's share of FASL is 49.992 percent and the investment
is being accounted for under the equity method. The accumulated
adjustment for the six months ended June 29, 1997 related to the
translation of the FASL financial statements into U.S. dollars resulted
in a decrease of approximately $29 million to the investment in FASL. In
the second quarter of 1997 and of 1996, the Company purchased $62 million
and $65 million, respectively, of Flash memory devices from FASL. At June
29, 1997 and June 30, 1996, the Company had outstanding payables to FASL
of $42 million and $39 million, respectively, for Flash memory device
purchases. In the second quarter of 1997 and of 1996, the Company earned
royalty income of $5 million and $9 million, respectively, as a result of
FASL sales. For the six months ended June 29, 1997 and June 30, 1996, the
Company earned royalty income of $9 million and $14 million,
respectively, as a result of purchases from FASL.
The following is condensed unaudited financial data of FASL:
Quarter Ended Six Months Ended
-------------------- ----------------------
(Unaudited) June 29, June 30, June 29, June 30,
(Thousands) 1997 1996 1997 1996
------- -------- -------- --------
Net sales $92,768 $172,324 $196,479 $306,664
Gross profit 38,071 122,993 73,654 206,725
Operating income 25,646 94,558 50,851 161,188
Net income 10,612 54,772 37,926 109,229
The Company's share of the above FASL net income differs from the equity
in net income of joint venture reported on the Consolidated Statements of
Operations due to adjustments resulting from the related party
relationship between FASL and the Company which are reflected on the
Company's Consolidated Statements of Operations.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
- ---------------------------------------------------------
The statements in this Management's Discussion and Analysis of Results of
Operations and Financial Condition that are forward-looking are based on
current expectations and beliefs and involve numerous risks and uncertainties
that could cause actual results to differ materially. The forward-looking
statements relate to operating results, cash flows, capital expenditures,
adequacy of resources to fund operations and capital investments; the effect
of foreign exchange contracts and interest rate swaps; and the proposed
Dresden (as defined below) and FASL manufacturing facilities. See Financial
Condition and Risk Factors below, as well as such other risks and
uncertainties as are detailed in the Company's Securities and Exchange
Commission reports and filings for a discussion of the factors that could
cause the actual results to differ materially from the forward-looking
statements.
The following discussion should be read in conjunction with the attached
condensed Consolidated Financial Statements and Notes thereto, and with the
Company's Consolidated Financial Statements and Notes thereto at December 29,
1996 and December 31, 1995 and for each of the three years in the period ended
December 29, 1996.
AMD, the AMD logo, and combinations thereof, Advanced Micro Devices, Vantis,
NexGen, MACH, Am486, K86, AMD-K5, AMD-K6, Nx586 and Nx686, are either
trademarks or registered trademarks of Advanced Micro Devices, Inc. Microsoft,
Windows, Windows 95 and Windows NT are either registered trademarks or
trademarks of Microsoft Corporation. Pentium is a registered trademark and MMX
is a trademark of Intel Corporation. Other terms used to identify companies
and products may be trademarks of their respective owners.
9
<PAGE>
RESULTS OF OPERATIONS
- ---------------------
AMD participates in the digital integrated circuit (IC) market - memory
circuits, microprocessors and logic circuits - through, collectively, its
Communications Group, its Memory Group, its Computation Products Group (CPG) and
its Programmable Logic Division (Vantis). Communications Group products include
voice and data communications products, microcontrollers, input/output (I/O)
devices, network products and bipolar programmable logic devices (an older line
of programmable logic devices that the Company manufactures). Memory Group
products include Flash memory devices and Erasable Programmable Read-Only Memory
(EPROM) devices. CPG products include microprocessors and chip sets. Vantis
products are high-speed CMOS programmable logic devices. During 1996 the
Company's business groups were reorganized. Results for periods in 1996 have
been reclassified to conform to the current presentation.
The following is a summary of the net sales of the Communications Group, Memory
Group, CPG and Vantis for the periods presented below:
Quarter Ended Six Months Ended
June 29, March 30, June 30, June 29, June 30,
(Millions) 1997 1997 1996 1997 1996
----- ----- ------ ------ ----
Communications Group $183 $171 $159 $ 354 $341
Memory Group 181 184 167 365 378
CPG 174 128 67 302 149
Vantis 57 69 62 126 131
---- ---- ---- ------ ----
Total $595 $552 $455 $1,147 $999
==== ==== ==== ====== ====
Revenue Comparison of Quarters Ended June 29, 1997 and June 30, 1996
- --------------------------------------------------------------------
Net sales increased, led by sales of AMD-K6(TM) MMX(TM) Enhanced
microprocessors.
Communications Group net sales increased primarily due to increased unit
shipments of the Company's telecommunication products and secondarily due to an
increase in both unit shipments and the average selling price of microcontroller
products. This increase was partially offset by a decline in both unit shipments
and the average selling price of bipolar programmable logic products.
Memory Group net sales increased as substantial unit growth more than offset
average selling price declines for Flash memory devices. This increase was
partially offset by decreased sales of EPROM products, due to a decline in both
the average selling price and unit shipments.
CPG net sales increased primarily due to sales of AMD-K6 microprocessors and
secondarily due to sales of AMD-K5 (TM) microprocessors. In addition, the
Company made initial shipments of chip sets in the second quarter of 1997. These
increases were partially offset by decreased sales of Am486 microprocessors
which represented most of the Company's microprocessor sales in the
10
<PAGE>
second quarter of 1996. The Company expects AMD-K5 microprocessor sales to
substantially decrease. The Company has stopped producing the AMD-K5
microprocessor in favor of maximizing the production ramp of the AMD-K6
microprocessor.
Vantis net sales decreased primarily due to a decline in average selling prices
in both MACH(R) and simple programmable logic products and secondarily due to a
decrease in unit shipments of simple programmable logic products. These
decreases were partially offset by unit growth in MACH products.
Revenue Comparison of Quarters Ended June 29, 1997 and March 30, 1997
- ---------------------------------------------------------------------
Net sales increased primarily as a result of increased sales of AMD-K6
microprocessors, which more than offset declines in AMD-K5 microprocessor sales.
Communications Group net sales increased primarily due to increased unit
shipments of the Company's telecommunication products and secondarily due to an
increase in both unit shipments and the average selling price of microcontroller
products.
Memory Group net sales decreased slightly due to a decline in the average
selling price of both EPROM and Flash memory device products.
CPG net sales increased primarily due to sales of AMD-K6 microprocessors which
shipped in volume for the first time in the second quarter of 1997, and
secondarily due to initial sales of chip sets. These increases more than offset
decreased sales of AMD-K5 microprocessors, due to a decrease in both unit
shipments and the average selling prices. The Company began shipments of its
AMD-K6 microprocessor at the end of the first quarter of 1997. AMD-K6
microprocessor sales did not materially impact the first quarter results.
Vantis net sales decreased primarily due to a decline in unit shipments and
secondarily due to a decline in the average selling prices in both MACH and
simple programmable logic products.
Revenue Comparison of Six Months Ended June 29, 1997 and June 30, 1996
- ----------------------------------------------------------------------
Net sales growth was driven by increased CPG sales, with sales of AMD-K6
microprocessors and related chip sets contributing most of this increase. In
addition, AMD-K5 microprocessor sales were at higher average selling prices than
the Am486 microprocessor which represented most of the Company's microprocessor
sales in the first half of 1996.
Communications Group net sales increased primarily due to increased unit
shipments of the Company's telecommunication products and secondarily due to an
increase in both unit shipments and the average selling price of microcontroller
products. This increase was partially offset by a decline in the average selling
price for network products and a decline in both unit shipments and the average
selling price of bipolar programmable logic products.
11
<PAGE>
Memory Group net sales decreased primarily due to a decline in the average
selling price of Flash memory devices, and secondarily due to a decline in both
unit shipments and the average selling price for EPROM products. These declines
were mostly offset by substantial unit growth of Flash memory devices.
Vantis net sales decreased primarily due to a decline in average selling prices
in both MACH and simple programmable logic products and secondarily due to a
decline in unit shipments of simple programmable logic products. These decreases
were partially offset by unit growth in MACH products.
Comparison of Expenses, Gross Margin Percentage and Interest
- ------------------------------------------------------------
The following is a summary of expenses, gross margin percentage and interest
income for the periods presented below:
Quarter Ended Six Months Ended
June 29, March 30, June 30, June 29, June 30,
1997 1997 1996 1997 1996
-------- --------- -------- -------- --------
(Millions except for
gross margin percentage)
Cost of sales $372 $349 $380 $721 $749
Gross margin percentage 37% 37% 17% 37% 25%
Research and development $110 $105 $ 93 $215 $188
Marketing, general and
administrative 103 95 83 198 186
Interest income and
other, net 10 13 23 23 51
Interest expense 10 9 2 19 4
Gross margin percentage increased as compared to the second quarter of 1996
primarily due to better utilization of the Company's Fab 25 wafer production
facilities for production of the higher margin AMD-K6 microprocessor, and
secondarily due to the transition of a higher proportion of Submicron
Development Center (SDC) activities from production to research and
development. These items were partially offset by lower margins on the AMD-K5
microprocessor as average selling prices declined. Gross margin percentage
remained the same as compared to the first quarter of 1997. Higher margins on
the AMD-K6 microprocessor were offset by lower Memory Group product and AMD-K5
microprocessor margins as average selling prices for these products declined.
The Company's gross margin in the second quarter of 1997 benefited from a $9
million gain on the sale of a building, which was included in cost of sales.
Gross margin percentage in the first half of 1997 increased as compared to the
first half of 1996 primarily due to better utilization of the Company's Fab 25
wafer production facilities for production of the higher margin AMD-K6
microprocessor, and secondarily due to the transition of a higher proportion
of Submicron Development Center (SDC) activities from production to research
and development. These items were partially offset by lower Memory Group
product and AMD-K5 microprocessor margins as average selling prices for these
products declined.
12
<PAGE>
Research and development expenses increased as compared to the second quarter of
1996 primarily due to the transition of a higher proportion of SDC activities
from production to research and development, and secondarily due to research and
development costs related to the Dresden Facility (as defined below) and the
AMD-K6 microprocessor. SDC activities support research and development efforts
for all product lines. These increases were partially offset by the cessation of
research and development spending related to the AMD-K5 microprocessor. Research
and development expenses increased in the first half of 1997 as compared to the
first half of 1996 primarily due to the transition of a higher proportion of SDC
activities from production to research and development.
Marketing, general and administrative expenses increased in all cases primarily
due to higher advertising and marketing expenses.
Interest income and other includes pre-tax gains of $5 million, $16 million and
$41 million, resulting from sales of equity investments for the first quarter of
1997, the second quarter of 1996 and the six months ended June 30, 1996,
respectively. Interest expense increased as compared to the second quarter of
1996 and the six months ended June 30, 1996, primarily due to interest expense
incurred on the Company's $400 million Senior Secured Notes sold in August, 1996
and interest expense on its $250 million four-year secured term loan. These
increases were partially offset by higher capitalized interest mainly related to
the second phase of construction of Fab 25.
Income Tax
- ----------
The Company's effective tax rate for the second quarter and the first six months
of 1997 was 29 percent primarily due to certain foreign source income being
taxed at less than the U.S. statutory tax rate, and to a lesser extent, the
utilization of research and development and other tax credits. The income tax
benefit rate was approximately 40 percent in the second quarter and first six
months of 1996.
Other Items
- -----------
International sales were 54 percent of total sales in the second quarter of 1997
as compared to 53 percent for the same period in 1996, and 56 percent for the
immediate prior quarter. For the six month period ended June 29, 1997,
international sales increased to 55 percent of net sales from 52 percent for the
comparable period in 1996. In the first six months of 1997, approximately 13
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. (A highly inflationary economy is
defined in accordance with the Statement of Financial Accounting Standards No.
52 as one in which the cumulative inflation over a three-year consecutive period
approximates 100 percent or more.) 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 enters into foreign exchange forward contracts to buy and sell
currencies as economic hedges of the Company's foreign net monetary asset
position including the Company's liabilities for products purchased from FASL.
In 1996 and 1997, these hedging transactions were
13
<PAGE>
denominated in lira, yen, French franc, deutsche mark (DM) 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 June 29, 1997, the Company had approximately $42 million
(notional amount) of foreign exchange forward contracts.
The Company participates 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 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 monitors
their credit ratings, and reduces the financial exposure by limiting the
notional amount of agreements entered into with any one financial institution.
FINANCIAL CONDITION
- -------------------
The Company's working capital balance increased to $610 million at June 29, 1997
from $446 million at December 29, 1996, primarily due to proceeds from a $250
million four-year secured long-term loan, receipt of a tax refund and cash flows
from operations, offset by capital expenditures during the period. The Company's
cash, cash equivalents and short-term investments balance was approximately $543
million at June 29, 1997 compared to $386 million at December 29, 1996.
The Company plans to continue to make significant capital investments through
1997, including those relating to the Dresden Facility (as defined below) and
FASL. The Company's current capital plan and requirements are based on the
availability of financial resources and various product-mix, selling-price, and
unit-demand assumptions and are, therefore, subject to revision.
AMD Saxony Manufacturing GmbH (AMD Saxony), a German subsidiary wholly owned by
the Company through a German holding company, is building a 900,000 square foot
submicron integrated circuit manufacturing and design facility in Dresden, in
the State of Saxony, Germany (the Dresden Facility) over the next five years at
a presently estimated cost of approximately $1.5 billion. The Federal Republic
of Germany and the State of Saxony have agreed to support the project in the
form of guarantees of bank debt, investment grants and subsidies, and interest
subsidies. In March, 1997 AMD Saxony entered into a loan agreement with a
consortium of banks led by Dresdner Bank AG under which loan facilities will be
made available, and AMD Saxony plans to draw down on this loan in the near
future. In connection with the financing, the Company has agreed to invest in
AMD Saxony over the next three years equity and subordinated loans, and to
guarantee a portion of AMD Saxony's obligations under the loan agreement until
the Dresden Facility has been completed. In addition, after completion of the
Dresden Facility, AMD has agreed to make funds available to AMD Saxony if the
subsidiary does not meet its fixed charge coverage ratio covenant. Finally, AMD
has agreed to undertake certain contingent obligations, including various
obligations to fund project cost overruns. The Company commenced construction in
the second quarter of 1997. The planned Dresden Facility costs are
14
<PAGE>
denominated in deutsche marks and, therefore, are subject to change due to
foreign exchange rate fluctuations. The Company plans to begin hedging future
foreign exchange transaction exposure for the Dresden Facility in the third
quarter of 1997.
In March of 1996, FASL began construction of a second Flash memory device wafer
fabrication facility (FASL II) at a site contiguous to the existing FASL
facility in Aizu-Wakamatsu, Japan. The facility is expected to cost
approximately $1.1 billion when fully equipped. Capital expenditures for FASL II
construction are expected to be funded by cash generated from FASL operations
and borrowings by FASL. To the extent that FASL is unable to secure the
necessary funds for FASL II, AMD may be required to contribute cash or guarantee
third-party loans in proportion to its percentage interest in FASL. At June 29,
1997, AMD had loan guarantees of $31 million outstanding with respect to such
loans. The planned FASL II costs are denominated in yen and, therefore, are
subject to change due to foreign exchange rate fluctuations.
The Company has a syndicated bank loan agreement providing for a $150 million
three-year secured revolving line of credit (which can be extended for one
additional year, subject to approval of the lending banks). Additionally, as of
June 29, 1997, the Company has available unsecured uncommitted bank lines of
credit in the amount of $84 million, of which $16 million was utilized.
The Company believes that current cash balances, together with cash flows, will
be sufficient to fund operations and capital investments currently planned
through 1997 and 1998.
RISK FACTORS
- ------------
The Company's business, results of operations and financial condition are
subject to the following risk factors:
Microprocessor Products
Intel Dominance. Intel Corporation (Intel) has long held a dominant position in
- ---------------
the market for microprocessors used in personal computers (PCs). Intel
Corporation's dominant market position enables it to set and control x86
microprocessor standards and thus dictate the type of product the market
requires of Intel Corporation's competitors. In addition, Intel Corporation's
financial strength enables it to reduce prices on its microprocessor products
within a short period of time following their introduction, which reduces the
margins and profitability of its competitors. Intel Corporation's financial
strength also enables it to exert substantial influence and control over PC
manufacturers through the Intel Inside advertising rebate program and to invest
hundreds of millions of dollars in, and as a result exert influence over,
many other technology companies. The Company expects Intel to continue to invest
heavily in research and development and new manufacturing facilities, and to
maintain its dominant position through the Intel Inside program, through other
contractual constraints on customers and other third parties, and by controlling
industry standards. As an extension of its dominant microprocessor market
share, Intel also increasingly dominates the PC platform, which has made it
difficult for PC manufacturers to innovate and differentiate their product
offerings. The Company does not have the financial resources to compete with
Intel on such a large scale. As long as Intel remains in this dominant
position, its product introduction schedule, product pricing strategy,
customer brand loyalty and control over industry standards, PC manufacturers
and other PC industry participants may have a material adverse effect on the
Company.
As Intel has expanded its dominance in designing and setting standards for PC
systems, many PC manufacturers have reduced their system development
expenditures and have begun to purchase microprocessors in conjunction with chip
sets or in assembled motherboards. In marketing its microprocessors to these
OEMs and dealers, AMD is dependent upon companies other than Intel for the
design and manufacture of core-logic chip sets, motherboards, basic input/output
system (BIOS) software and other components. In recent years, these third-party
designers and manufacturers have lost significant market share to Intel. In
addition, these companies are able to produce chip sets, motherboards, BIOS
software and other components to support each new generation of Intel
Corporation's microprocessors only to the extent that Intel makes its related
proprietary technology available. Any delay in the availability of such
technologies would make it increasingly difficult for them to retain or regain
market share. To compete with Intel in this market in the future, the Company
intends to continue to form and maintain closer relationships with third-party
designers and manufacturers of core-logic chip sets, motherboards, BIOS
software and other components. The Company similarly intends to expand its
chip set and system design capabilities, and offer to OEMs some of the
Company's processors together with chip sets and licensed system designs
incorporating the Company's processors and companion products. There can be no
assurance, however, that such efforts by the Company will be successful. The
Company expects that, as Intel introduces future generations of
microprocessors, chip sets and
15
<PAGE>
motherboards, the design of chip sets and higher level board products which
support Intel microprocessors will become increasingly dependent on the Intel
microprocessor design and may become incompatible with non-Intel processor-
based PC systems. Intel Corporation's Pentium II is sold only in the form of a
"Slot 1" daughtercard that is not physically or bus interface protocol
compatible with "Socket 7" motherboards currently used with Intel Pentium(R)
processors. Thus, Intel will cease supporting the Socket 7 infrastructure as
it transitions away from its Pentium processors. Because the AMD-K6
microprocessor is designed to be Socket 7 compatible, and will not work with
motherboards designed for Slot 1 Pentium II processors, the Company intends to
work with third party designers and manufacturers of motherboards, chip sets
and other products to assure the continued availability of Socket 7
infrastructure support for the AMD-K6 microprocessor, including support for
enhancements and features the Company plans to add to the processor. There can
be no assurance that Socket 7 infrastructure support for the AMD-K6 micro-
processor will endure over time as Intel moves the market to its Slot 1
designs. AMD has no plans to develop microprocessors that are bus interface
protocol compatible with Pentium II processors, because the Company's patent
cross license agreement with Intel Corporation does not extend to AMD
processors that are bus interface protocol compatible with Intel Corporation's
Pentium Pro, Pentium II and later generation processors. Similarly, the
Company's ability to compete with Intel in the market for seventh-and future
generation microprocessors will depend not only upon its success in designing
and developing the microprocessors themselves, but also in ensuring either
that they can be used in PC platforms designed to support Intel
microprocessors as well as AMD microprocessors or that alternative platforms
are available which are competitive with those used with Intel processors. A
failure for any reason of the designers and producers of motherboards, chip
sets and other system components to support the Company's x86 microprocessor
offerings could have a material adverse effect on the Company.
Dependence on New AMD Microprocessor Products. The Company's microprocessor
- ----------------------------------------------
products have traditionally made significant contributions to the Company's
revenues, profits and margins. The Company's ability to expand its current
levels of revenues from microprocessor products and to benefit fully from the
substantial financial commitments it has made related to microprocessors will
depend upon the success of the AMD-K6 microprocessor and future generations of
K86 microprocessors. The Company's production and sales plans for its AMD-K6
microprocessors are subject to numerous risks and uncertainties, including the
pace at which the Company continues to ramp production in Fab 25, the effects of
marketing and pricing strategies adopted by Intel, the development of market
acceptance for the products particularly with leading PC OEMs, the possibility
that products newly introduced by the Company may be found to be defective,
possible adverse conditions in the personal computer market and unexpected
interruptions in the Company's manufacturing operations. In view of Intel
Corporation's industry dominance and brand strength, AMD prices the AMD-K6
microprocessor at least 25 percent below the price of Intel processors offering
comparable performance. Thus, Intel Corporation's decisions on processor prices
can impact and has impacted the average selling prices of the AMD-K6
microprocessors, and consequently can impact the Company's margins. A failure
of the Company's AMD-K6 microprocessors to achieve market acceptance would
have a material adverse effect on the Company. AMD is also devoting
substantial resources to the development of its seventh-generation
Microsoft(R) Windows(R) compatible microprocessor.
Compatibility Certifications. AMD has obtained Windows, Windows 95(R) and
- -----------------------------
Windows NT(R) certifications from Microsoft and other appropriate certifications
from recognized testing organizations for its K86 microprocessors. A failure to
maintain certifications from Microsoft would prevent the Company from
describing and labeling its K86 microprocessors as Microsoft
16
<PAGE>
Windows compatible. This could substantially impair the Company's ability to
market the products and could have a material adverse effect on the Company.
Fluctuation in PC Market. Since most of the Company's microprocessor products
- -------------------------
are used in personal computers and related peripherals, the Company's future
growth is closely tied to the performance of the PC industry. The Company could
be materially and adversely affected by industry-wide fluctuations in the PC
marketplace in the future.
Possible Rights of Others. Prior to its acquisition by AMD, NexGen granted
- --------------------------
limited manufacturing rights regarding certain of its current and future
microprocessors, including the Nx586 and Nx686(TM), to other companies. The
Company does not intend to produce any NexGen products. The Company believes
that its AMD-K6 microprocessors are AMD products and not NexGen products.
There can be no assurance that another company will not seek to establish
rights with respect to the processors. If another company were deemed to have
rights to produce the Company's AMD-K6 microprocessors for its own use or for
sale to third parties, such production could reduce the potential market for
microprocessor products produced by AMD, the profit margin achievable with
respect to such products, or both.
Flash Memory Products
Importance of Flash Memory Device Business; Increasing Competition. The market
- -------------------------------------------------------------------
for Flash memory devices continues to experience increased competition as
additional manufacturers introduce competitive products and industry-wide
production capacity increases. The Company expects that the marketplace for
Flash memory devices will continue to be increasingly competitive. A
substantial portion of the Company's revenues are derived from sales of Flash
memory devices, and the Company expects that this will continue to be the case
for the foreseeable future. During 1996 and the first half of 1997, the Company
experienced declines in the selling prices of Flash memory devices. There can be
no assurance that the Company will be able to maintain its market share in
Flash memory devices or that price declines may not accelerate as the market
develops and as more competitors emerge. A decline in the Company's Flash
memory device business or continued declines in the gross margin percentage in
this business could have a material adverse effect on the Company.
Manufacturing
Capacity. The Company's manufacturing facilities have been underutilized from
- ---------
time to time as a result of reduced demand for certain of the Company's
products. The Company's operations related to microprocessors have been
particularly affected by this situation. Any future underutilization of the
Company's manufacturing facilities could have a material adverse effect on the
Company. The Company plans to increase its manufacturing capacity by making
significant capital investments in Fab 25 and in Fab 30 in Dresden, Germany. In
addition, FASL has begun construction of a second Flash memory device
manufacturing facility (FASL II). There can be no assurance that the industry
projections for future growth upon which the Company is basing its strategy of
increasing its manufacturing capacity will prove to be accurate. If demand for
the Company's products does not increase, underutilization of the Company's
manufacturing facilities will likely occur and have a material adverse effect on
the Company.
17
<PAGE>
There have been situations in the past in which the Company's manufacturing
facilities were inadequate to enable the Company to meet demand for certain of
its products. In addition to having its own fabrication facilities, AMD has
foundry arrangements for the production of its products by third parties. Any
inability of AMD to generate sufficient manufacturing capabilities to meet
demand, either in its own facilities or through foundry or similar arrangements
with others, could have a material adverse effect on the Company.
Process Technology. Manufacturers of integrated circuits are constantly seeking
- -------------------
to improve the process technologies used to manufacture their products. In order
to remain competitive, the Company must make continuing substantial investments
in improving its process technologies. In particular, the Company has made and
continues to make significant research and development investments in the
technologies and equipment used to fabricate its microprocessor products and its
Flash memory devices. Portions of these investments might not be recoverable if
the Company's microprocessors fail to gain market acceptance or if the market
for its Flash memory products should significantly deteriorate. This could have
a material adverse effect on the Company. In addition, any inability of the
Company to remain competitive with respect to process technology could have a
material adverse effect on the Company. For example, the Company's success in
competing with Intel and producing higher performance AMD-K6 microprocessors in
volumes sufficient to increase market share depends on the timely development
and qualification of 0.25 micron process technology.
Manufacturing Interruptions. Any substantial interruption with respect to any of
- ----------------------------
the Company's manufacturing operations, either as a result of a labor dispute,
equipment failure or other cause, could have a material adverse effect on the
Company. The Company may also be materially adversely affected by fluctuations
in manufacturing yields.
Product Incompatibility. While AMD submits its products to rigorous internal and
- ------------------------
external testing, there can be no assurance that the Company's products will be
compatible with all industry-standard software and hardware. Any inability of
the Company's customers to achieve such compatibility or compatibility with
other software or hardware after the Company's products are shipped in volume
could have a material adverse effect on the Company. There can be no assurance
that AMD will be successful in correcting any such compatibility problems that
are discovered or that such corrections will be acceptable to customers or made
in a timely manner. In addition, the mere announcement of an incompatibility
problem relating to the Company's products could have a material adverse effect
on the Company.
Product Defects. One or more of the Company's products may possibly be found to
- ----------------
be defective after AMD has already shipped such products in volume, requiring a
product replacement, recall, or a software fix which would cure such defect but
impede performance. Product returns could impose substantial costs on AMD and
have a material adverse effect on the Company.
Essential Manufacturing Materials. Certain raw materials used by the Company in
- ----------------------------------
the manufacture of its products are available from a limited number of
suppliers. For example, several types of the integrated circuit packages
purchased by AMD, as well as by the majority of other companies in the
semiconductor industry, are principally supplied by Japanese companies.
18
<PAGE>
Shortages could occur in various essential materials due to interruption of
supply or increased demand in the industry. If AMD were unable to procure
certain of such materials, it would be required to reduce its manufacturing
operations which could have a material adverse effect on the Company. To date,
AMD has not experienced significant difficulty in obtaining necessary raw
materials.
International Manufacturing. Nearly all product assembly and final testing of
- ----------------------------
the Company's products are performed at the Company's manufacturing facilities
in Penang, Malaysia; Bangkok, Thailand; and Singapore; or by subcontractors in
Asia. AMD has a 50 year land lease in Suzhou, China, to be used for the
construction and operation of an additional assembly and test facility. Foreign
manufacturing and construction of foreign facilities entail political and
economic risks, including political instability, expropriation, currency
controls and fluctuations, changes in freight and interest rates, and loss or
modification of exemptions for taxes and tariffs. For example, if AMD were
unable to assemble and test its products abroad, or if air transportation
between the United States and the Company's overseas facilities were disrupted,
there could be a material adverse effect on the Company.
Other Risk Factors
Debt Restrictions. The Credit Agreement and the Indenture related to the
- ------------------
Senior Secured Notes contain significant covenants that limit the Company's and
its subsidiaries' ability to engage in various transactions and require
satisfaction of specified financial performance criteria. In addition, the
occurrence of certain events (including, without limitation, failure to comply
with the foregoing covenants, material inaccuracies of representations and
warranties, certain defaults under or acceleration of other indebtedness and
events of bankruptcy or insolvency) would, in certain cases after notice and
grace periods, constitute events of default permitting acceleration of
indebtedness. The limitations imposed by the Credit Agreement and the Indenture
are substantial, and failure to comply with such limitations could have a
material adverse effect on the Company. In addition, the agreements entered into
by AMD Saxony in connection with the Dresden Facility loan substantially
prohibit the transfer of assets from AMD Saxony to the Company, which will
prevent the Company from utilizing current or future assets of AMD Saxony other
than to satisfy obligations of AMD Saxony.
Dependence on Third Parties for Programmable Logic Software. Customers utilizing
- ------------------------------------------------------------
programmable logic devices must use special software packages, generally
provided by the suppliers of the programmable logic devices, to program these
devices. AMD provides its programmable logic device customers with software
which it licenses from third parties and is dependent upon third parties for
the software and continuing improvements in the quality of the software. No
assurance can be made that the Company will be able to maintain its existing
relationships with these third parties. An inability of AMD to continue to
obtain appropriate software and improvements from third parties or to develop
its own software internally could materially adversely affect the Company's
Vantis business, including the timing of new or improved product introductions,
which could have a material adverse effect on the Company.
Technological Change and Industry Standards. The market for the Company's
- -------------------------------------------
products is generally characterized by rapid technological developments,
evolving industry standards,
19
<PAGE>
changes in customer requirements, frequent new product introductions and
enhancements, short product life cycles and severe price competition.
Currently accepted industry standards may change. The Company's success
depends substantially upon its ability, on a cost-effective and timely basis,
to continue to enhance its existing products and to develop and introduce new
products that take advantage of technological advances and adhere to evolving
industry standards. An unexpected change in one or more of the technologies
related to its products, in market demand for products based on a particular
technology or on accepted industry standards could have a material adverse
effect on the Company. There can be no assurance that AMD will be able to
develop new products in a timely and satisfactory manner to address new
industry standards and technological changes, or to respond to new product
announcements by others, or that any such new products will achieve market
acceptance.
Competition. The IC industry is intensely competitive and, historically, has
- -----------
experienced rapid technological advances in product and system technologies
together with substantial price reductions in maturing products. After a product
is introduced, prices normally decrease over time as production efficiency and
competition increase, and as a successive generation of products is developed
and introduced for sale. Technological advances in the industry result in
frequent product introductions, regular price reductions, short product life
cycles and increased product performance. Competition in the sale of ICs is
based on performance, product quality and reliability, price, compatibility with
industry standards, software and hardware compatibility, marketing and
distribution capability, brand recognition, financial strength and ability to
deliver in large volumes on a timely basis.
Fluctuations in Operating Results. The Company's operating results are subject
- ---------------------------------
to substantial quarterly and annual fluctuations due to a variety of factors,
including the effects of competition with Intel in the microprocessor industry,
competitive pricing pressures, anticipated decreases in unit average selling
prices of the Company's products, production capacity levels and fluctuations in
manufacturing yields, availability and cost of products from the Company's
suppliers, the gain or loss of significant customers, new product introductions
by AMD or its competitors, changes in the mix of products sold and in the mix of
sales by distribution channels, market acceptance of new or enhanced versions of
the Company's products, seasonal customer demand, the timing of significant
orders and the timing and extent of product development costs. In addition,
operating results could be adversely affected by general economic and other
conditions causing a downturn in the market for semiconductor devices, or
otherwise affecting the timing of customer orders or causing order cancellations
or rescheduling. The Company's customers may change delivery schedules or cancel
orders without significant penalty. Many of the factors listed above are
outside of the Company's control. These factors are difficult to forecast, and
these or other factors could materially adversely affect the Company's quarterly
or annual operating results.
Order Revision and Cancellation Policies. AMD manufactures and markets standard
- ----------------------------------------
lines of products. Sales are made primarily pursuant to purchase orders for
current delivery, or agreements covering purchases over a period of time, which
are frequently subject to revision and cancellation without penalty. As a
result, AMD must commit resources to the production of products without having
received advance purchase commitments from customers. Any inability to sell
products to which it had devoted significant resources could have a material
adverse effect on the Company. Distributors typically maintain an inventory of
the Company's products. Pursuant to the Company's agreements with distributors,
AMD protects its distributors' inventory of the Company's products against price
reductions as well as products that are slow moving or have been discontinued.
These agreements, which may be canceled by either party on a specified notice,
generally contain a provision for the return of the Company's products in the
event the agreement with the distributor is terminated. The price protection and
return rights AMD offers to its distributors may materially adversely affect the
Company.
Key Personnel. The Company's future success depends upon the continued service
- -------------
of numerous key engineering, manufacturing, sales and executive personnel. There
can be no assurance that AMD will be able to continue to attract and retain
qualified personnel necessary for the development and manufacture of its
products. Loss of the service of, or failure to recruit, key
20
<PAGE>
engineering design personnel could be significantly detrimental to the
Company's product development programs or otherwise have a material adverse
effect on the Company.
Intellectual Property Rights; Potential Litigation. Although the Company
- --------------------------------------------------
attempts to protect its intellectual property rights through patents,
copyrights, trade secrets, trademarks and other measures, there can be no
assurance that the Company will be able to protect its technology or other
intellectual property adequately or that competitors will not be able to develop
similar technology independently. There can be no assurance that any patent
applications that the Company may file will be issued or that foreign
intellectual property laws will protect the Company's intellectual property
rights. There can be no assurance that any patent licensed by or issued to the
Company will not be challenged, invalidated or circumvented or that the rights
granted thereunder will provide competitive advantages to the Company.
Furthermore, there can be no assurance that others will not independently
develop similar products, duplicate the Company's products or design around the
Company's patents and other rights.
From time to time, AMD has been notified that it may be infringing intellectual
property rights of others. If any such claims are asserted against the Company,
the Company may seek to obtain a license under the third party's intellectual
property rights. AMD could decide, in the alternative, to resort to litigation
to challenge such claims. Such challenges could be extremely expensive and time-
consuming and could materially adversely affect the Company. No assurance can be
given that all necessary licenses can be obtained on satisfactory terms, or that
litigation may always be avoided or successfully concluded.
Environmental Regulations. The failure to comply with present or future
- -------------------------
governmental regulations related to the use, storage, handling, discharge or
disposal of toxic, volatile or otherwise hazardous chemicals used in the
manufacturing process could result in fines being imposed on the Company,
suspension of production, alteration of the Company's manufacturing processes or
cessation of operations. Such regulations could require the Company to acquire
expensive remediation equipment or to incur other expenses to comply with
environmental regulations. Any failure by the Company to control the use,
disposal or storage of, or adequately restrict the discharge of, hazardous
substances could subject the Company to future liabilities and could have a
material adverse effect on the Company.
International Sales. AMD derives a substantial portion of its revenues from its
- -------------------
sales subsidiaries located in Europe and Asia Pacific. The Company's
international sales operations entail political and economic risks, including
expropriation, currency controls, exchange rate fluctuations, changes in freight
rates and changes in rates for taxes and tariffs.
Domestic and International Economic Conditions. The Company's business is
- ----------------------------------------------
subject to general economic conditions, both in the United States and abroad. A
significant decline in economic conditions in any significant geographic area
could have a material adverse effect on the Company.
Volatility of Stock Price; Ability to Access Capital. Based on the trading
- ----------------------------------------------------
history of its stock, AMD believes factors such as quarterly fluctuations in the
Company's financial results, announcements of new products by AMD or its
competitors and general conditions in the
21
<PAGE>
semiconductor industry have caused and are likely to continue to cause the
market price of AMD common stock to fluctuate substantially. Technology
company stocks in general have experienced extreme price and volume
fluctuations that often have been unrelated to the operating performance of
the companies. This market volatility may adversely affect the market price of
the Company's common stock and consequently limit the Company's ability to
raise capital. In addition, an actual or anticipated shortfall in revenue,
gross margins or earnings from securities analysts' expectations could have an
immediate effect on the trading price of AMD common stock in any given period.
Earthquake Danger. The Company's corporate headquarters, a portion of its
- -----------------
manufacturing facilities, assembly and research and development activities and
certain other critical business operations are located near major earthquake
fault lines. The Company could be materially adversely affected in the event of
a major earthquake.
Year 2000 Compliance. The Company is aware of the issues associated with the
- --------------------
limitations of the programming code in many existing computer systems, whereby
the computer systems may not properly recognize date sensitive information as
the millennium (year 2000) approaches. Systems that do not properly recognize
such information could generate erroneous data or cause a system to fail.
The Company is currently in the process of evaluating its information technology
infrastructure for year 2000 compliance. A Company-wide taskforce has been
assembled to identify, correct or reprogram, and test the systems to ensure that
they do not malfunction as a result of the year 2000. Management has not yet
assessed the year 2000 compliance expenses and related potential effect on the
Company's earnings.
22
<PAGE>
II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of stockholders was held on April
24, 1997. The following are the results of the voting on the
proposals submitted to stockholders at the annual meeting.
Proposal No. 1 - Election of Directors. The following
individuals were elected as directors:
NAME FOR WITHHELD
W. J. Sanders III 111,158,929 1,878,747
Friedrich Baur 111,207,448 1,803,228
Charles M. Blalack 111,136,860 1,900,816
R. Gene Brown 111,224,831 1,812,845
Richard Previte 111,227,572 1,810,104
S. Atiq Raza 111,227,066 1,810,610
Joe L. Roby 110,723,550 2,314,126
Leonard Silverman 111,295,467 1,742,209
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.
For: 112,578,596 Against: 226,037 Abstain: 233,043
Proposal No. 3 - The proposal to approve the amendment to the
1996 Stock Incentive Plan was approved.
For: 70,710,684 Against: 41,842,428 Abstain: 484,136
Proposal No. 4 - The proposal to approve the amendment to the
1991 Stock Purchase Plan was approved.
For: 109,147,648 Against: 3,440,777 Abstain: 449,251
23
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
27 Financial Data Schedule
(b). Reports 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 7, 1997 reporting
under Item 5 - Other Events - first quarter earnings.
24
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly earned this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ADVANCED MICRO DEVICES, INC.
Date: August 13, 1997 By: /s/ Geoff Ribar
--------------- -------------------
Geoff Ribar
Vice President and
Corporate Controller
Signing on behalf of the
registrant and as the principal
accounting officer
25
<PAGE>
EXHIBIT INDEX
-------------
Exhibits
- --------
27 Financial Data Schedule
26
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> JUN-29-1997
<CASH> 160,595
<SECURITIES> 382,420
<RECEIVABLES> 324,477
<ALLOWANCES> (10,376)
<INVENTORY> 162,614
<CURRENT-ASSETS> 1,209,102
<PP&E> 3,567,654
<DEPRECIATION> (1,658,978)
<TOTAL-ASSETS> 3,471,731
<CURRENT-LIABILITIES> 599,448
<BONDS> 0
0
0
<COMMON> 1,410
<OTHER-SE> 2,089,137
<TOTAL-LIABILITY-AND-EQUITY> 3,471,731
<SALES> 1,145,975
<TOTAL-REVENUES> 1,146,560
<CGS> 721,342
<TOTAL-COSTS> 721,342
<OTHER-EXPENSES> 412,431
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 19,368
<INCOME-PRETAX> 16,459
<INCOME-TAX> 4,778
<INCOME-CONTINUING> 22,919
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,919
<EPS-PRIMARY> 0.16
<EPS-DILUTED> 0.16
</TABLE>
