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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A (No. 1)
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended December 29, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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 (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
ONE AMD PLACE 94086
SUNNYVALE, CALIFORNIA (ZIP CODE)
(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 732-2400
Securities registered pursuant to Section 12(b) of the Act:
(Name of each exchange
(Title of each class) on which registered)
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$.01 Par Value Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Aggregate market value of the voting stock
held by nonaffiliates as of February 25, 1997.
$5,068,372,307
Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.
138,952,155 shares as of February 25, 1997.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Stockholders for the fiscal year ended
December 29, 1996, are incorporated into Parts II and IV hereof.
(2) Portions of the Proxy Statement for the Annual Meeting of Stockholders to
be held on April 24, 1997, are incorporated into Part III hereof.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)
1. FINANCIAL STATEMENTS
The financial statements listed in the accompanying Index to
Consolidated Financial Statements and Financial Statement Schedule covered by
Report of Independent Auditors are filed or incorporated by reference as part of
this Annual Report on Form 10-K. The following is a list of such financial
statements:
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1996 Annual
FORM REPORT TO
10-K STOCKHOLDERS
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Report of Ernst & Young LLP, Independent Auditors............................. -- 37
Consolidated Statements of Operations for the three years in
the period ended December 29, 1996......................................... -- 18
Consolidated Balance Sheets at December 29, 1996 and December 31, 1995 -- 19
Consolidated Statements of Stockholders' Equity for the three
years in the period ended December 29, 1996.......................... -- 20
Consolidated Statements of Cash Flows for the three years
in the period ended December 29, 1996...................................... -- 21
Notes to Consolidated Financial Statements.................................... -- 22-36
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2. FINANCIAL STATEMENT SCHEDULE
The financial statement schedule listed in the accompanying Index to
Consolidated Financial Statements and Financial Statement Schedule covered by
the Report of Independent Auditors is filed as part of this Annual Report on
Form 10-K as follows:
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1996 Annual
FORM REPORT TO
10-K STOCKHOLDERS
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Schedule II Valuation and Qualifying Accounts................ F-3 --
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All other schedules have been omitted because the required information
is not present or is not present in amounts sufficient to require submission of
the schedules, or because the information required is included in the
Consolidated Financial Statements or Notes thereto. With the exception of the
information specifically incorporated by reference into Parts II and IV of this
Annual Report on Form 10-K, the 1996 Annual Report to Stockholders is not to be
deemed filed as part of this report.
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3. EXHIBITS
The exhibits listed in the accompanying Index to Exhibits are filed as
part of, or incorporated by reference into, this Annual Report on Form 10-K. The
following is a list of such Exhibits:
EXHIBIT
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NUMBER DESCRIPTION OF EXHIBITS
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2.1 Agreement and Plan of Merger dated October 20, 1995, as amended, between the Company and NexGen,
Inc., filed as Exhibit 2 to the Company's Quarterly Report for the period ended October 1, 1995,
and as Exhibit 2.2 to the Company's Current Report on Form 8-K dated January 17, 1996, is hereby
incorporated by reference.
2.2 Amendment No. 2 to the Agreement and Plan of Merger, dated January 11, 1996, among Advanced
Micro Devices, Inc. and NexGen, Inc., filed as Exhibit 2.2 to the Company's Current Report on
Form 8-K dated January 17, 1996, is hereby incorporated by reference.
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the period ended July 2, 1995, is hereby incorporated by reference.
3.2 By-Laws, as amended, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, is hereby incorporated by reference.
4.1 Form of Advanced Micro Devices, Inc. 11% Senior Secured Notes due August 1, 2003, filed as
Exhibit 4.1 to the Company's Current Report on Form 8-K dated August 13, 1996, is hereby
incorporated by reference.
4.2 Indenture, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and United States
Trust Company of New York, as trustee, filed as Exhibit 4.2 to the Company's Current Report on
Form 8-K dated August 13, 1996, is hereby incorporated by reference.
4.3 Intercreditor and Collateral Agent Agreement, dated as of August 1, 1996, among United States
Trust Company of New York, as trustee, Bank of America NT&SA, as agent for the banks under the
Credit Agreement of July 19, 1996, and IBJ Schroder Bank & Trust Company, filed as Exhibit 4.3
to the Company's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated by
reference.
4.4 Payment, Reimbursement and Indemnity Agreement, dated as of August 1, 1996, between Advanced
Micro Devices, Inc. and IBJ Schroder Bank & Trust Company, filed as Exhibit 4.4 to the Company's
Current Report on Form 8-K dated August 13, 1996, is hereby incorporated by reference.
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4.5 Deed of Trust, Assignment, Security Agreement and Financing Statement, dated as of August 1,
1996, among Advanced Micro Devices, Inc., as grantor, IBJ Schroder Bank & Trust Company, as
grantee, and Shelley W. Austin as trustee, filed as Exhibit 4.5 to the Company's Current Report
on Form 8-K dated August 13, 1996, is hereby incorporated by reference.
4.6 Security Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc. and IBJ
Schroder Bank & Trust Company, as agent for United States Trust Company of New York, as Trustee,
and Bank of America NT&SA, as agent for banks, filed as Exhibit 4.6 to the Company's Current
Report on Form 8-K dated August 13, 1996, is hereby incorporated by reference.
4.7 Lease, Option to Purchase and Put Option Agreement, dated as of August 1, 1996, between Advanced
Micro Devices, Inc., as lessor, and AMD Texas Properties, LLC, as lessee, filed as Exhibit 4.7 to
the Company's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated by
reference.
4.8 Reciprocal Easement Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc.
and AMD Texas Properties, LLC, filed as Exhibit 4.8 to the Company's Current Report on Form 8-K
dated August 13, 1996, is hereby incorporated by reference.
4.9 Sublease Agreement, dated as of August 1, 1996, between Advanced Micro Devices, Inc., as
sublessee, and AMD Texas Properties, LLC, as sublessor, filed as Exhibit 4.9 to the Company's
Current Report on Form 8-K dated August 13, 1996, is hereby incorporated by reference.
4.10 The Company hereby agrees to file on request of the Commission a copy of all instruments not
otherwise filed with respect to long-term debt of the Company or any of its subsidiaries for
which the total amount of securities authorized under such instruments does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated basis.
*10.1 AMD 1982 Stock Option Plan, as amended, filed as Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference.
*10.2 AMD 1986 Stock Option Plan, as amended, filed as Exhibit 10.2 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference.
*10.3 AMD 1992 Stock Incentive Plan, as amended, filed as Exhibit 10.3 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by reference.
*10.4 AMD 1980 Stock Appreciation Rights Plan, as amended, filed as Exhibit 10.4 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by
reference.
*10.5 AMD 1986 Stock Appreciation Rights Plan, as amended, filed as Exhibit 10.5 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by
reference.
*10.6 Forms of Stock Option Agreements, filed as Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended December 29, 1991, are hereby incorporated by reference.
*10.7 Form of Limited Stock Appreciation Rights Agreement, filed as Exhibit 4.11 to the Company's
Registration Statement on Form S-8 (No. 33-26266), is hereby incorporated by reference.
*10.8 AMD 1987 Restricted Stock Award Plan, as amended, filed as Exhibit 10.10 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by
reference.
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*10.9 Forms of Restricted Stock Agreements, filed as Exhibit 10.11 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 29, 1991, are hereby incorporated by reference.
*10.10 Resolution of Board of Directors on September 9, 1981, regarding acceleration of vesting of all
outstanding stock options and associated limited stock appreciation rights held by officers under
certain circumstances, filed as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the
fiscal year ended March 31, 1985, is hereby incorporated by reference.
10.11 Advanced Micro Devices, Inc. 1996 Stock Incentive Plan, as amended, filed as Exhibit 10.11 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 29, 1996, is hereby incorporated by reference.
*10.12 Employment Agreement dated September 29, 1996, between the Company and W. J. Sanders III, filed
as Exhibit 10.11(a) to the Company's Quarterly Report on Form 10-Q for the period ended September
29, 1996, is hereby incorporated by reference.
*10.13 Management Continuity Agreement between the Company and W. J. Sanders III, filed as Exhibit 10.14
to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1991, is
hereby incorporated by reference.
*10.14 Bonus Agreement between the Company and Richard Previte, filed as Exhibit 10.15 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 29, 1991, is hereby incorporated by
reference.
*10.15 Executive Bonus Plan, as amended, filed as Exhibit 10.16 to the Company's Annual Report on Form
10-K for the fiscal year ended December 25, 1994, is hereby incorporated by reference.
*10.16 Advanced Micro Devices, Inc. 1996 Executive Incentive Plan, filed as Exhibit 10.14(b) to the
Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, is hereby
incorporated by reference.
*10.17 Form of Bonus Deferral Agreement, filed as Exhibit 10.12 to the Company's Annual Report on Form
10-K for the fiscal year ended March 30, 1986, is hereby incorporated by reference.
*10.18 Form of Executive Deferral Agreement, filed as Exhibit 10.17 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989, is hereby incorporated by reference.
*10.19 Director Deferral Agreement of R. Gene Brown, filed as Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1989, is hereby incorporated by
reference.
10.20 Intellectual Property Agreements with Intel Corporation, filed as Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1991, are hereby
incorporated by reference.
*10.21 Form of Indemnification Agreements with former officers of Monolithic Memories, Inc., filed as
Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 27, 1987, is hereby incorporated by reference.
*10.22 Form of Management Continuity Agreement, filed as Exhibit 10.25 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 29, 1991, is hereby incorporated by
reference.
**10.23(a) Joint Venture Agreement between the Company and Fujitsu Limited, filed as Exhibit 10.27(a) to the
Company's Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal year ended December
26, 1993, is hereby incorporated by reference.
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**10.23(b) Technology Cross-License Agreement between the Company and Fujitsu Limited, filed as Exhibit
10.27(b) to the Company's Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
**10.23(c) AMD Investment Agreement between the Company and Fujitsu Limited, filed as Exhibit
10.27(c) to the Company's Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
**10.23(d) Fujitsu Investment Agreement between the Company and Fujitsu Limited, filed as Exhibit
10.27(d) to the Company's Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
***10.23(e) First Amendment to Fujitsu Investment Agreement dated April 28, 1995, filed as Exhibit 10.23(e)
to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1996, is hereby
incorporated by reference.
10.23(f) Second Amendment to Fujitsu Investment Agreement, dated February 27, 1996, filed as Exhibit 10.23(f)
to the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 1996, is hereby
incorporated by reference.
**10.23(g) Joint Venture License Agreement between the Company and Fujitsu Limited, filed as Exhibit
10.27(e) to the Company's Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal year
ended December 26, 1993, is hereby incorporated by reference.
**10.23(h) Joint Development Agreement between the Company and Fujitsu Limited, filed as Exhibit 10.27(f) to
the Company's Amendment No. 1 to its Annual Report on Form 10K/A for the fiscal year ended
December 26, 1993, is hereby incorporated by reference.
**10.23(i) Fujitsu Joint Development Agreement Amendment, filed as Exhibit 10.23(g) to the Company's
Quarterly Report on Form 10-Q for the period ended March 31, 1996, is hereby incorporated by
reference.
10.24(a) Credit Agreement, dated as of July 19, 1996, among Advanced Micro Devices, Inc., Bank of America
NT&SA, as administrative agent and lender, ABN AMRO Bank N.V., as syndication agent and lender,
and Canadian Imperial Bank of Commerce, as documentation agent and lender, filed as Exhibit 99.1
to the Company's Current Report on Form 8-K dated August 13, 1996, is hereby incorporated by
reference.
10.24(b) First Amendment to Credit Agreement, dated as of August 7, 1996, among Advanced Micro Devices,
Inc., Bank of America NT&SA, as administrative agent and lender, ABN AMRO Bank N.V., as
syndication agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and
lender, filed as Exhibit 99.2 to the Company's Current Report on Form 8-K dated August 13, 1996,
is hereby incorporated by reference.
10.24(c) Second Amendment to Credit Agreement, dated as of September 9, 1996, among Advanced Micro
Devices, Inc., Bank of America NT&SA, as administrative agent and lender, ABN AMRO Bank, N.V., as
syndication agent and lender, and Canadian Imperial Bank of Commerce, as documentation agent and
lender, filed as Exhibit 10.24(b) to the Company's Quarterly Report on Form 10-Q for the period
ended September 29, 1996, is hereby incorporated by reference.
10.25(a) Third Amended and Restated Guaranty, dated as of August 21, 1995, made by the Company in favor of
CIBC Inc. (replacing in entirety the Amended and Restated Guaranty and the First Amendment
thereto filed as Exhibits 10.29(a) and 10.29(b), respectively, to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1994) filed as Exhibit 10.29(a) to the Company's
Quarterly Report on Form 10-Q for the period ended October 1, 1995, is hereby incorporated by
reference.
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10.25(b) First Amendment to Third Amended and Restated Guaranty, dated as of October 20, 1995,
amending the Third Amended and Restated Guaranty dated as of August 21, 1995, made by the
Company in favor of CIBC Inc. and filed as Exhibit 10.29(a), as filed as Exhibit 10.29(d) to the
Company's Quarterly Report on Form 10-Q for the period ended October 1, 1995, is hereby
incorporated by reference.
10.25(c) Second Amendment to Third Amended and Restated Guaranty, dated as of January 12, 1996
(amending the Third Amended and Restated Guaranty dated as of August 21, 1995, made by the
Company in favor of CIBC Inc.), filed as Exhibit 10.25(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995, is hereby incorporated by reference.
10.25(d) Third Amendment to Third Amended and Restated Guaranty, dated as of May 10, 1996 (amending the
Second Amendment to the Third Amended and Restated Guaranty, dated as of January 12, 1996, made
by the Company in favor of CIBC Inc.), filed as Exhibit 10.25(n) to the Company's Quarterly
Report on Form 10-Q for the period ended September 29, 1996, is hereby incorporated by reference.
10.25(e) Fourth Amendment to Third Amended and Restated Guaranty, dated as of June 20, 1996 (amending the
Third Amendment to the Third Amended and Restated Guaranty, dated as of May 10, 1996, made by the
Company in favor of CIBC Inc.), filed as Exhibit 10.25(o) to the Company's Quarterly Report on
Form 10-Q for the period ended September 29, 1996, is hereby incorporated by reference.
10.25(f) Fifth Amendment to Third Amended and Restated Guaranty, dated as of August 1, 1996 (amending the
Third Amended and Restated Guaranty, dated as of August 25, 1995, made by the Company in favor of
CIBC Inc.), filed as Exhibit 99.3 to the Company's Current Report on Form 8-K dated August 13,
1996, is hereby incorporated by reference.
10.26(a) Building Lease by and between CIBC Inc. and AMD International Sales & Service, Ltd., dated as of
September 22, 1992, filed as Exhibit 10.28(b) to the Company's Annual Report on Form
10-K for the fiscal year ended December 27, 1992, is hereby incorporated by reference.
10.26(b) First Amendment to Building Lease dated December 22, 1992, by and between CIBC Inc. and AMD
International Sales & Service, Ltd., filed as Exhibit 10.28(c) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 27, 1992, is hereby incorporated by reference.
10.26(c) Second Amendment to Building Lease dated December 17, 1993, by and between CIBC Inc. and
AMD International Sales & Service, Ltd., filed as Exhibit 10.29(e) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 25, 1994, is hereby incorporated by reference.
10.26(d) Third Amendment to Building Lease dated August 21, 1995, by and between CIBC Inc. and AMD
International Sales and Service, Inc. (amending the Building Lease filed as Exhibit 10.29(c) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 25, 1994), filed as Exhibit 10.29(b) to the Company's
Quarterly Report on Form 10-Q for the period ended October 1, 1995, is hereby incorporated by reference.
10.26(e) Fourth Amendment to Building Lease dated November 10, 1995, by and between CIBC Inc. and
AMD International Sales & Service, Inc. (amending the Building Lease filed as Exhibit 10.29(c) to
the Company's Annual Report on Form 10-K for the fiscal year ended December 24, 1994), filed as
Exhibit 10.25(h) to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, is hereby incorporated by reference.
10.26(f) Fifth Amendment to Building Lease dated August 1, 1996 (amending the Building Lease dated as of
September 22, 1992, by and between AMD International Sales & Service, Ltd. and CIBC Inc.), filed
as Exhibit 99.4 to the Company's Current Report on Form 8-K dated August 13, 1996, is hereby
incorporated by reference.
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10.27(a) Land Lease by and between CIBC Inc. and AMD International Sales & Service, Ltd., dated as of
September 22, 1992, filed as Exhibit 10.28(d) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 27, 1992, is hereby incorporated by reference.
10.27(b) First Amendment to Land Lease dated December 22, 1992, by and between CIBC Inc. and AMD
International Sales & Service, Ltd., filed as Exhibit 10.28(e) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 27, 1992, is hereby incorporated by reference.
10.27(c) Second Amendment to Land Lease dated December 17, 1993, by and between CIBC Inc. and AMD
International Sales & Service, Ltd., filed as Exhibit 10.29(h) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 25, 1994, is hereby incorporated by reference.
10.27(d) Third Amendment to Land Lease dated August 21, 1995, by and between CIBC Inc. and AMD
International Sales and Service, Inc. (amending the Land Lease filed as Exhibit 10.29(f) to the
Company's Annual Report on Form 10-K for the fiscal year ended December 25, 1994), filed as
Exhibit 10.29(c) to the Company's Quarterly Report on Form 10-Q for the period ended October 1,
1995, is hereby incorporated by reference.
10.27(e) Fourth Amendment to Land Lease dated November 10, 1995, by and between CIBC Inc. and
AMD International Sales & Service, Ltd. (amending the Land Lease filed as Exhibit 10.29(f) to
the Company's Annual Report on Form 10-K for the fiscal year ended December 25, 1994), filed as
Exhibit 10.25(m) to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995, is hereby incorporated by reference.
10.27(f) Fifth Amendment to Land Lease dated as of August 1, 1996 (amending the Land Lease dated as of
September 22, 1992, by and between AMD International Sales & Service, Ltd. and CIBC Inc.), filed
as Exhibit 99.5 to the Company's Current Report on Form 8-K dated August 13, 1996, is hereby
incorporated by reference.
*10.28 Executive Savings Plan, as amended, filed as Exhibit 10.30 to the Company's Annual Report on Form
10-K for the fiscal year ended December 25, 1994, is hereby incorporated by reference.
*10.29 Form of Split Dollar Agreement, as amended, filed as Exhibit 10.31 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 25, 1994, is hereby incorporated by reference.
*10.30 Form of Collateral Security Assignment Agreement, filed as Exhibit 10.32 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 26, 1993, is hereby incorporated by
reference.
*10.31 Forms of Stock Option Agreements to the 1992 Stock Incentive Plan, filed as Exhibit 4.3 to the
Company's Registration Statement on Form S-8 (No. 33-46577), are hereby incorporated by reference.
*10.32 1992 United Kingdom Share Option Scheme, filed as Exhibit 4.2 to the Company's
Registration Statement on Form S-8 (No. 33-46577), is hereby incorporated by reference.
**10.33 Compaq Computer Company/Advanced Micro Devices, Inc. Agreement, filed as Exhibit 10.35 to the
Company's Annual Report on Form 10-K for the fiscal year ended December 25, 1994, is hereby
incorporated by reference.
*10.34 Form of indemnification agreements with current officers and directors of the Company, filed as
Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended December 25,
1994, is hereby incorporated by reference.
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*10.35 Agreement to Preserve Goodwill dated January 15, 1996, between the Company and S. Atiq Raza, filed
as Exhibit 10.36 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1995, is hereby incorporated by reference.
*10.36 1995 Stock Plan of NexGen, Inc., as amended, filed as Exhibit 99.1 to the Company's
Registration Statement on Form S-8 (No. 333-00969), is incorporated herein by reference.
**10.37 Patent Cross-License Agreement dated December 20, 1995, between the Company and Intel Corporation,
filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, is hereby incorporated by reference.
10.38 Contract for Transfer of the Right to the Use of Land between Advanced Micro Devices (Suzhou)
Limited and China-Singapore Suzhou Industrial Park Development Co., Ltd., filed as Exhibit 10.39 to
the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, is hereby
incorporated by reference.
*10.39 NexGen, Inc. 1987 Employee Stock Plan, filed as Exhibit 99.3 to Post-Effective Amendment
No. 1 on Form S-8 to the Company's Registration Statement on Form S-4 (No. 33-64911), is hereby
incorporated by reference.
*10.40 1995 Stock Plan of NexGen, Inc. (assumed by Advanced Micro Devices, Inc.), as amended, filed as
Exhibit 10.37 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 1996, is
hereby incorporated by reference.
*10.41 Form of indemnity agreement between NexGen, Inc. and its directors and officers, filed as Exhibit
10.5 to the Registration Statement of NexGen, Inc. on Form S-1 (No. 33-90750), is hereby
incorporated by reference.
10.42 Series E Preferred Stock Purchase Warrant of NexGen, Inc. issued to PaineWebber Incorporated,
filed as Exhibit 10.14 to the Registration Statement of NexGen, Inc. on Form S-1 (No. 33-90750),
is hereby incorporated by reference.
10.43 Series F Preferred Stock Purchase Warrant of NexGen, Inc., filed as Exhibit 10.15 to the
Registration Statement of NexGen, Inc. on Form S-1 (No. 33-90750), is hereby incorporated by
reference.
10.44 Series G Preferred Stock Purchase Warrant of NexGen, Inc., filed as Exhibit 10.16 to the
Registration Statement of NexGen, Inc. on Form S-1 (No. 33-90750), is hereby incorporated by
reference.
**10.45 Agreement for Purchase of IBM Products between IBM and NexGen, Inc. dated June 2, 1994, filed
as Exhibit 10.17 to the Registration Statement of NexGen, Inc. on Form S-1 (No. 33-90750), is
hereby incorporated by reference.
*10.46 Letter Agreement dated as of September, 1988, between NexGen, Inc. and S. Atiq Raza, First
Promissory Note dated October 17, 1988, and Second Promissory Note dated October 17, 1988, as
amended, filed as Exhibit 10.20 to the Registration Statement of NexGen, Inc. on Form S-1
(No. 33-90750), are hereby incorporated by reference.
10.47 Series B Preferred Stock Purchase Warrant of NexGen, Inc. issued to Kleiner, Perkins, Caufield and
Byers IV, as amended, filed as Exhibit 10.23 to the Registration Statement of NexGen, Inc. on
Form S-1 (No. 33-90750), is hereby incorporated by reference.
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***10.48 C-4 Technology Transfer and Licensing Agreement dated June 11, 1996, between the Company and IBM
Corporation, filed as Exhibit 10.48 to the Company's Amendment No. 1 to its Quarterly Report on
Form 10-Q/A for the period ended September 29, 1996, is hereby incorporated by reference.
10.49(a) Design and Build Agreement dated November 15, 1996, between AMD Saxony Manufacturing GmbH and Meissner and Wurst
GmbH, filed as Exhibit 10.49(a) to the Company's Annual Report on Form 10-K for the fiscal year ended on December
29, 1996, is hereby incorporated by reference.
10.49(b) Amendment to Design and Build Agreement dated January 16, 1997, between AMD Saxony Manufacturing GmbH and Meissner
and Wurst GmbH, filed as Exhibit 10.49(b) to the Company's Annual Report on Form 10-K for the fiscal year ended on
December 29, 1996, is hereby incorporated by reference.
11 Statement regarding computation of per share earnings, filed as Exhibit 11 to the Company's Annual Report on Form
10-K for the fiscal year ended on December 29, 1996, is hereby incorporated by reference.
13 1996 Annual Report to Stockholders, portions of which have been incorporated by reference into Parts II and IV of
this annual report, filed as Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal year ended on
December 29, 1996, is hereby incorporated by reference.
21 List of AMD subsidiaries, filed as Exhibit 21 to the Company's Annual Report on Form 10-K for the fiscal year ended
on December 29, 1996, is hereby incorporated by reference.
23 Consent of Ernst & Young LLP, Independent Auditors, refer to page F-2 herein, filed as Exhibit 23 to the Company's
Annual Report on Form 10-K for the fiscal year ended on December 29, 1996, is hereby incorporated by reference.
24 Power of Attorney, filed as Exhibit 24 to the Company's Annual Report on Form 10-K for the fiscal year ended on
December 29, 1996, is hereby incorporated by reference.
27 Financial Data Schedule, filed as Exhibit 27 to the Company's Annual Report on Form 10-K for the fiscal year ended
on December 29, 1996, is hereby incorporated by reference.
</TABLE>
10
<PAGE>
The Company will furnish a copy of any exhibit on request and payment of the
Company's reasonable expenses of furnishing such exhibit.
* Management contracts and compensatory plans or arrangements required to
be filed as an Exhibit to comply with Item 14(a)(3).
** Confidential treatment has been granted as to certain portions of these
Exhibits.
*** Confidential treatment has been requested as to certain portions of these
Exhibits.
(b) REPORTS ON FORM 8-K.
The following report on Form 8-K was filed during the fourth quarter of the
Company's fiscal year ended December 29, 1996:
1. A Current Report on Form 8-K dated October 7, 1996, was filed announcing
the Company's third quarter revenues.
(d) FINANCIAL STATEMENTS
Report of Ernst & Young LLP, Independent Auditors................. 21
Statement of Operations for the three years in
the period ended March 31, 1997.................................. 12
Balance Sheets at March 31, 1997 and March 31, 1996............... 13
Statements of Stockholders' Equity for the three years
in the period ended March 31, 1997............................... 14
Statements of Cash flows for the three years
in the period ended March 31, 1997............................... 15
Notes to Financial Statements..................................... 16
11
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Years Ended March 31, 1997 (Unaudited)
(Thousands except share and per share amounts) 1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
Net sales $367,103 $379,749 $13,092
Expenses:
Cost of sales 219,079 149,916 42,325
Selling, general and administrative 42,153 35,844 2,673
-------- -------- --------
261,232 185,760 44,998
-------- -------- --------
Operating income (loss) 105,871 193,989 (31,906)
Interest income 161 198 90
Interest expense (322) - -
Other income (expense), net 412 (950) (1,992)
-------- -------- --------
Income (loss) before income taxes 106,122 193,237 (33,808)
Provision (benefit) for income taxes 53,850 98,661 (16,941)
-------- -------- --------
Net income (loss) $ 52,272 $ 94,576 $(16,867)
======== ======== ========
Net income (loss) per common share $ 82.19 $ 148.70 $ (26.52)
Shares used in per share calculation 636,000 636,000 636,000
</TABLE>
See accompanying notes
12
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 1997, and March 31, 1996 (Unaudited)
(Thousands except share and per share amounts) 1997 1996
--------- ----------
<S> <C> <C>
Assets
Current assets:
Cash $ 4,067 $ 119,521
Accounts receivable from affiliates 47,115 103,624
Inventories:
Raw materials and supplies 4,123 6,112
Work-in-process 23,573 15,230
Finished goods 2,009 780
--------- ----------
Total inventories 29,705 22,122
Prepaid expenses and other current assets 314 4,165
--------- ----------
Total current assets 81,201 249,432
Property, plant and equipment:
Buildings 72,506 68,491
Equipment 543,261 392,036
Construction in progress 33,388 50,362
--------- ----------
Total property, plant and equipment 649,155 510,889
Accumulated depreciation (164,122) (68,061)
--------- ----------
Property, plant and equipment, net 485,033 442,828
Other assets 2,445 2,050
--------- ----------
$ 568,679 $ 694,310
========= ==========
Liabilities and Stockholders' Equity
Current liabilities:
Loan payable to related affiliate $ 52,447 $ -
Accounts payable 40,118 174,818
Payables to affiliates 20,124 72,034
Accrued liabilities 4,112 5,766
Income taxes payable 30,161 20,216
--------- ----------
Total current liabilities 146,962 272,834
Deferred income taxes 57,344 52,792
Other accrued liabilities 468 282
Commitments - -
Stockholders' equity:
Common stock, par value $500; 636,000 shares
issued and outstanding in 1997 and 1996 318,790 318,790
Retained earnings 128,545 76,273
Cumulative translation adjustment (83,430) (26,661)
--------- ----------
Total stockholders' equity 363,905 368,402
--------- ----------
$ 568,679 $ 694,310
========= ==========
</TABLE>
See accompanying notes
13
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Years Ended March 31, 1997 (Unaudited)
(Thousands) 1997 1996 1995
---------- --------- ---------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 52,272 $ 94,576 $ (16,867)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation 117,287 63,604 11,477
Changes in operating assets and liabilities:
Net (increase) decrease in receivables, inventories,
prepaid expenses and other assets 32,268 (106,720) (28,445)
Net (increase) decrease in deferred income taxes 12,668 69,674 (19,055)
Increase in income taxes payable 12,813 20,188 34
Net increase (decrease) in payables and accrued liabilities (152,059) 234,715 (39,402)
-------- -------- --------
Net cash provided by (used in) operating activities 75,249 376,037 (92,258)
-------- -------- --------
Cash flows from investing activities:
Purchase of property, plant, and equipment (233,817) (283,914) (203,623)
-------- -------- --------
Net cash used in investing activities (233,817) (283,914) (203,623)
-------- -------- --------
Cash flows from financing activities:
Proceeds from borrowings 92,791 - -
Payments on debt (44,758) - -
Proceeds from issuance of stock - - 301,813
-------- -------- --------
Net cash provided by financing activities 48,033 - 301,813
-------- -------- --------
Net increase (decrease) in cash (110,535) 92,123 5,932
Net effect of exchange rate changes on cash (4,919) 10,844 9,802
Cash at beginning of year 119,521 16,554 820
-------- -------- --------
Cash at end of year $ 4,067 $119,521 $ 16,554
======== ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 322 $ - $ -
======== ======== ========
Income taxes $ 27,034 $ - $ -
======== ======== ========
</TABLE>
See accompanying notes
14
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
STATEMENTS OF STOCKHOLDERS' EQUITY
Three Years Ended March 31, 1997
(Thousands except share amounts)
<TABLE>
<CAPTION>
Common Stock
------------------------
Number Cumulative Total
of Retained Translation Stockholders'
Shares Amount Earnings Adjustment Equity
---------- --------- --------- ----------- -------------
<S> <C> <C> <C> <C> <C>
March 31, 1994 (Unaudited) 36,000 $ 16,977 $ (1,436) $ (40) $ 15,501
Issuance of common stock 600,000 301,813 - - 301,813
Net loss - - (16,867) - (16,867)
Net change in cumulative
translation adjustment - - - 36,221 36,221
------- -------- -------- -------- --------
March 31, 1995 (Unaudited) 636,000 318,790 (18,303) 36,181 336,668
Net income - - 94,576 - 94,576
Net change in cumulative
translation adjustment - - - (62,842) (62,842)
------- -------- -------- -------- --------
March 31, 1996 (Unaudited) 636,000 318,790 76,273 (26,661) 368,402
Net income - - 52,272 - 52,272
Net change in cumulative
translation adjustment - - - (56,769) (56,769)
------- -------- -------- -------- --------
March 31, 1997 636,000 $318,790 $128,545 $(83,430) $363,905
======= ======== ======== ======== ========
</TABLE>
See accompanying notes
15
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
(Information as of and for the years ended March 31, 1996 and 1995 is unaudited)
1. NATURE OF OPERATIONS
In 1993, Advanced Micro Devices (AMD) and Fujitsu Limited (Fujitsu) formed a
joint venture, Fujitsu AMD Semiconductor Limited (FASL or the Company), for the
development and manufacture of non-volatile memory devices. Through FASL, the
two companies have constructed and are operating an advanced integrated circuit
manufacturing facility in Aizu-Wakamatsu, Japan, to produce Flash memory
devices. AMD has a 49.992% interest in FASL, and Fujitsu has the remaining
interest.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING PRINCIPLES. The accounting records of the Company are maintained in
accordance with accounting practices prevailing in Japan. The accompanying
financial statements, however, include adjustments which have not been recorded
in the legal books of account of the Company but are necessary to conform with
generally accepted accounting principles in the United States of America (U.S.
GAAP). These adjustments consist principally of depreciation under a different
method and its impact on the valuation of inventories, provision of deferred
income taxes, and adjustments stemming from the translation of the Company's
financial statements into the U.S. dollar for reporting purposes.
FOREIGN CURRENCY TRANSLATION. The functional currency of the Company is the
Japanese yen. Financial statements are translated into U.S. dollars using the
exchange rate at each balance sheet date for assets and liabilities and a
weighted average exchange rate for each period for income statement items.
Translation adjustments are recorded as a separate component of stockholders'
equity in the U.S. dollar financial statements.
INVENTORIES. Inventories are stated principally at standard cost adjusted to
approximate the lower of cost (average method) or market (net realizable value).
PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment is stated at cost.
Depreciation is provided principally on the straight-line basis over the
estimated useful lives of the assets for financial reporting purposes and on
accelerated methods for tax purposes. Estimated useful lives for financial
reporting purposes are as follows: machinery and equipment 3 to 5 years;
buildings up to 26 years.
Effective April 1, 1996 the Company adopted, for U.S. GAAP reporting purposes
only, Statement of Financial Accounting Standards No. 121 (SFAS 121),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of." SFAS 121 requires recognition of impairment of long-lived
assets in the event the net book value of such assets exceeds the future
undiscounted cash flows attributable to such assets. Adoption of SFAS 121 has
not had a material impact on the Company's financial position or results of
operations.
NET INCOME (LOSS) PER COMMON SHARE. Per share amounts have been computed based
on the average number of common shares outstanding. The Company has no common
stock equivalents.
16
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
(Information as of and for the years ended March 31, 1996 and 1995 is unaudited)
USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results inevitably will differ from those estimates,
and such differences may be material to the financial statements.
3. RELATED PARTY TRANSACTIONS
The Company is 100 percent owned by AMD and Fujitsu, with AMD having a 49.992%
interest, and Fujitsu having the remaining interest. Prior to January, 1997, AMD
had a 49.95% interest in FASL. Under the terms of the joint venture agreement,
FASL production is allocated nearly equally between AMD and Fujitsu. All of the
Company's sales and accounts receivable for the years 1997, 1996 and 1995 were
with these related parties. In 1997, 1996 and 1995, FASL made purchases from AMD
and Fujitsu totaling $14 million, $14 million and $3 million, respectively. At
March 31, 1997, FASL owed AMD, Fujitsu and Fujitsu's subsidiaries $73 million
which consisted of loan, trade and royalty payables. At March 31, 1996, FASL
owed AMD, Fujitsu and Fujitsu's subsidiaries $72 million which consisted of
trade and royalty payables.
The Company has an agreement with Fujitsu Capital Limited (FCAP), a wholly-owned
subsidiary of Fujitsu, to provide financing to FASL at lower interest rates than
banks. Had the Company obtained financing from a lender other than FCAP, the
additional interest expense would have been immaterial. 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, if necessary, borrowings by
FASL. To the extent that FASL is unable to secure the necessary funds for FASL
II, AMD and Fujitsu may be required to contribute cash or guarantee third-party
loans in proportion to their percentage interest in FASL. At March 31, 1997,
AMD and Fujitsu had loan guarantees outstanding totaling $52 million with
respect to such loans.
The Company has a severance benefit package for employees formerly employed by
Fujitsu. FASL accrues the Company's share of severance benefits at year-end in
an amount to be settled with Fujitsu if the eligible employee terminates their
service with FASL and returns to Fujitsu or another Fujitsu group company.
4. OTHER RISKS
PRODUCTS. At present the only type of products produced by the Company are Flash
memory devices. The Company expects that its ability to maintain or expand its
current levels of revenues in the future will depend upon, among other things,
its dependence on AMD and Fujitsu in developing and marketing in a timely manner
its future generations of Flash memory devices.
17
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
(Information as of and for the years ended March 31, 1996 and 1995 is unaudited)
MARKETS. The markets for the Company's products are characterized by rapid
technological developments, evolving industry standards, changes in customer
requirements, frequent new product introductions and enhancements and short
product life cycles. The market for Flash memory devices is primarily dependent
upon the market for communications devices, such as cellular phones and routers
(devices used to transfer data between local area networks).
CUSTOMERS. The Company derives all of its revenues from sales to AMD and
Fujitsu. Under the terms of the joint venture, the production is allocated
nearly equally to AMD and Fujitsu. The Company is dependent on the demand of
Flash memory devices from AMD and Fujitsu.
MATERIALS. Certain of the raw materials used by the Company in the manufacture
of its products are available from a limited number of suppliers. Shortages
could occur in various essential materials due to interruption of supply or
increased demand in the industry. If FASL 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, FASL has
not experienced significant difficulty in obtaining the necessary raw materials.
5. INCOME TAXES
Provision (benefit) for income taxes consists of:
(Thousands) 1997 1996 1995
------- ------- --------
Current:
Foreign National $27,415 $14,868 $ 40
Foreign Local 13,841 7,632 -
Deferred:
Foreign National and Local 12,594 76,161 (16,981)
------- ------- --------
Provision (benefit) for income
taxes $53,850 $98,661 $(16,941)
======= ======= ========
Under SFAS No. 109, deferred income taxes reflect the net tax effects of tax
carryforwards and temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for income
tax purposes. Significant components of the Company's deferred tax assets and
liabilities as of March 31, 1997 and 1996 are as follows:
18
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
(Information as of and for the years ended March 31, 1996 and 1995 is unaudited)
(Thousands) 1997 1996
-------- --------
Deferred tax assets:
Inventory reserves $ 2,606 $ 2,464
Sales reserves 84 -
Accrued expenses not currently
deductible 3,365 2,219
-------- --------
Total deferred tax assets 6,055 4,683
Deferred tax liabilities:
Depreciation (62,985) (40,865)
Sales reserves (16,030)
Other (414) (580)
-------- --------
Total deferred tax liabilities (63,399) (57,475)
-------- --------
Net deferred tax liabilities $ 57,344 $ 52,792
======== ========
The following is a reconciliation between statutory Japanese income taxes and
the total provision (benefit) for income taxes:
<TABLE>
<CAPTION>
1997 1996 1995
(Thousands except percent) Tax Rate Tax Rate Tax Rate
------- ---- ------- ---- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Statutory income tax
provision $53,492 50.4 % $97,387 50.4 % $(17,121) 50.6 %
Permanent book/tax
differences (36) (0.0) 84 0.1 70 (0.2)
Inhabitant tax per
capital 36 0.0 42 0.0 40 (0.1)
Other 358 0.3 1,148 0.6 70 (0.2)
------- ---- ------- ---- -------- ----
$53,850 50.7 % $98,661 51.1 % $(16,941) 50.1 %
======= ==== ======= ==== ======== ====
</TABLE>
6. COMMITMENTS
At March 31, 1997, the Company had commitments of approximately $81 million for
the construction of FASL II.
The Company leases the land from Fujitsu under an agreement which expires May
31, 2023. Beginning in 1994, the lease fee is revised every three years based
on the fair market value of the land. For each of the next five years and
beyond, lease obligations are:
19
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
March 31, 1997
(Information as of and for the years ended March 31, 1996 and 1995 is unaudited)
(Thousands) Leases
------
1998 $ 357
1999 357
2000 357
2001 357
2002 357
Beyond 2002 357
------
Total $2,142
======
7. RETAINED EARNINGS
The amount of retained earnings available for dividends under the Commercial
Code in Japan is based on the amount recorded in the Company's books maintained
in accordance with Japanese accounting practices. The adjustments included in
the accompanying financial statements but not recorded in the books as explained
in Note 2 have no effect on the determination of retained earnings available for
dividends under the Commercial Code in Japan.
20
<PAGE>
[LOGO OF ERNST & YOUNG]
Report of Independent Auditors
The Board of Directors and Stockholders
Fujitsu AMD Semiconductor Limited
We have audited the accompanying balance sheet of Fujitsu AMD Semiconductor
Limited as of March 31, 1997, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
We have also reported separately on the financial statements of Fujitsu AMD
Semiconductor Limited for the same year prepared in accordance with accounting
principles generally accepted in Japan.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fujitsu AMD Semiconductor
Limited at March 31, 1997, and the results of its operations and the cash flows
for the year then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ Ernst & Young
Tokyo, Japan
September 19, 1997
21
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Registrant
September 30, 1997
By:/s/ Marvin D. Burkett
--------------------------------------
Marvin D. Burkett
Senior Vice President, Chief
Financial and Administrative Officer
and Treasurer
22
