<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 September 28, 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 October
31, 1997: 141,771,297.
<PAGE>
ADVANCED MICRO DEVICES, INC.
- ----------------------------
INDEX
- -----
Part I.
Financial Information
- ---------------------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C> <C> <C>
Item 1. Financial Statements
Condensed Consolidated Statements of Operations--
Quarters Ended September 28, 1997 and September 29, 1996,
and Nine Months Ended September 28, 1997 and September 29,
1996 3
Condensed Consolidated Balance Sheets--
September 28, 1997 and December 29, 1996 4
Condensed Consolidated Statements of Cash Flows--
Nine Months Ended September 28, 1997
and September 29, 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 1. Legal Proceedings 24
Item 6. Exhibits and Reports on Form 8-K 24
Signature 25
----------
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
1. FINANCIAL INFORMATION
---------------------
ITEM 1. FINANCIAL STATEMENTS
------ --------------------
ADVANCED MICRO DEVICES, INC.
----------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(Unaudited)
(Thousands except per share amounts)
Quarter Ended Nine Months Ended
____________________________________________ ______________________________________
September 28, September 29, September 28, September 29,
1997 1996 1997 1996
------------------- -------------------- ------------------- --------------
<S> <C> <C> <C> <C>
Net sales $596,644 $456,862 $1,743,204 $1,456,151
Expenses:
Cost of sales 428,240 337,692 1,149,582 1,086,206
Research and development 125,917 105,656 340,846 293,204
Marketing, general and administrative 100,915 90,432 298,417 276,506
----------------- ----------------- ----------------- -----------
655,072 533,780 1,788,845 1,655,916
----------------- ----------------- ----------------- -----------
Operating loss (58,428) (76,918) (45,641) (199,765)
Interest income and other expense, net 5,532 4,214 28,572 55,312
Interest expense (14,151) (3,443) (33,519) (7,236)
----------------- ----------------- ----------------- -----------
Loss before income taxes
and equity in joint venture (67,047) (76,147) (50,588) (151,689)
Benefit for income tax (30,072) (30,459) (25,294) (62,182)
----------------- ----------------- ----------------- -----------
Loss before equity in joint venture (36,975) (45,688) (25,294) (89,507)
Equity in net income of joint venture 5,300 7,326 16,538 41,800
----------------- ----------------- ----------------- -----------
Net loss $(31,675) $(38,362) $ (8,756) $ (47,707)
================= ================= ================= ============
Net loss per common share:
Primary $(.22) $(.28) $(.06) $(.35)
================= ================= ================= ============
Fully diluted $(.22) $(.28) $(.06) $(.35)
================= ================= ================= ============
Shares used in per share calculation:
Primary 141,730 136,082 140,619 135,019
================= ================= ================= ============
Fully diluted 141,730 136,082 140,619 135,019
================= ================= ================= ============
</TABLE>
See accompanying notes
- ----------------------
3
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MICRO DEVICES, INC.
---------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS*
-------------------------------------
(Thousands)
September 28, December 29,
1997 1996
------------------ ------------------
<S> <C> <C>
Assets
- ------
Current assets:
Cash and cash equivalents $ 162,781 $ 166,194
Short-term investments 278,229 220,004
------------------ ------------------
Total cash, cash equivalents and short-term investments 441,010 386,198
Accounts receivable, net 309,153 220,028
Inventories:
Raw materials 38,273 22,050
Work-in-process 94,112 83,853
Finished goods 31,046 48,107
------------------ ------------------
Total inventories 163,431 154,010
Deferred income taxes 163,905 140,850
Prepaid expenses and other current assets 56,215 127,991
------------------ ------------------
Total current assets 1,133,714 1,029,077
Property, plant and equipment, at cost 3,679,836 3,326,768
Accumulated depreciation and amortization (1,734,435) (1,539,366)
------------------ ------------------
Property, plant and equipment, net 1,945,401 1,787,402
Investment in joint venture 199,998 197,205
Other assets 146,833 131,599
------------------ ------------------
$ 3,425,946 $ 3,145,283
================== ==================
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Notes payable to banks $ 9,864 $ 14,692
Accounts payable 249,439 224,139
Accrued compensation and benefits 70,480 66,745
Accrued liabilities 112,900 103,436
Income tax payable 59,193 51,324
Deferred income on shipments to distributors 85,036 95,466
Current portion of long-term debt and capital lease obligations 35,141 27,671
------------------ ------------------
Total current liabilities 622,053 583,473
Deferred income taxes 82,857 95,102
Long-term debt and capital lease obligations, less current portion 677,419 444,830
Stockholders' equity:
Capital stock:
Common stock, par value 1,425 1,380
Capital in excess of par value 1,010,901 957,226
Retained earnings 1,031,291 1,063,272
------------------ ------------------
Total stockholders' equity 2,043,617 2,021,878
------------------ ------------------
$ 3,425,946 $ 3,145,283
================== ==================
* Amounts as of September 28, 1997 are unaudited. Amounts as of December 29, 1996 were derived from the December 29, 1996 audited
financial statements.
</TABLE>
See accompanying notes
- ----------------------
4
<PAGE>
<TABLE>
<CAPTION>
ADVANCED MICRO DEVICES, INC.
---------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(Unaudited)
(Thousands)
Nine Months Ended
------------------------------------------------
September 28, September 29,
1997 1996
----------------- ------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (8,756) $ (47,707)
Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:
Depreciation and amortization 286,790 262,591
Net loss on disposal of property, plant and equipment 21,381 6,252
Net gain realized on sale of available-for-sales securities (4,978) (41,028)
Compensation recognized under employee stock plans 16,955 2,478
Undistributed income of joint venture (16,538) (41,800)
Changes in operating assets and liabilities:
Net increase in receivables, inventories,
prepaid expenses and other assets (80,937) (69,486)
Net (increase) decrease in deferred income taxes (35,300) 11,000
Decrease in income tax payable (5,142) (59,471)
Net increase (decrease) in payables and
accrued liabilities 28,071 (98,972)
----------------- ------------------
Net cash provided by (used in) operating activities 201,546 (76,143)
----------------- ------------------
Cash flows from investing activities:
Purchase of property, plant and equipment (468,375) (349,132)
Proceeds from sale of property, plant and
equipment 22,698 2,278
Purchase of available-for-sale securities (442,416) (518,317)
Proceeds from sale of available-for-sale
securities 398,255 692,741
Investment in joint venture (128) -
----------------- ------------------
Net cash used in investing activities (489,966) (172,430)
----------------- ------------------
Cash flows from financing activities:
Proceeds from borrowings 287,930 432,760
Payments on debt and capital lease obligations (52,699) (230,377)
Proceeds from issuance of stock 49,776 28,622
----------------- ------------------
Net cash provided by financing activities 285,007 231,005
----------------- ------------------
Net decrease in cash and cash equivalents (3,413) (17,568)
Cash and cash equivalents at beginning of period 166,194 126,316
----------------- ------------------
Cash and cash equivalents at end of period $ 162,781 $ 108,748
================= ==================
Supplemental disclosures of cash flow information:
Cash (refunded) paid during the first nine months for:
Income taxes $(101,047) $ 4,441
================= ==================
Non-cash financing activities:
Equipment capital leases $ 16,768 $ 3,366
================= ==================
</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 September 28, 1997 and September 29, 1996
included 13 weeks. The nine months ended September 28, 1997 and September 29,
1996 included 39 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 September 28, 1997 (in
thousands):
<TABLE>
<S> <C>
Cash equivalents
Treasury notes $ 1,997
Federal agency notes 36,333
Commercial paper 32,500
Other debt securities 1,135
-------
Total cash equivalents $71,965
=======
Short-term investments
Certificates of deposit $ 80,021
Bank/Corporate notes 45,724
Treasury notes 79,448
Commercial paper 73,036
--------
Total short-term investments $278,229
========
</TABLE>
As of September 28, 1997, the Company held $8 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:
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
------------------------ ------------------------
Sept. 28 Sept. 29 Sept. 28 Sept. 29
1997 1996 1997 1996
-------- -------- -------- --------
(Thousands) (Thousands)
<S> <C> <C> <C> <C>
Primary:
Common shares outstanding 141,491 135,827 140,376 134,782
Employee stock plans 239 255 243 237
------- ------- ------- -------
141,730 136,082 140,619 135,019
======= ======= ======= =======
Fully diluted:
Common shares outstanding 141,491 135,827 140,376 134,782
Employee stock plans 239 255 243 237
------- ------- ------- -------
141,730 136,082 140,619 135,019
======= ======= ======= =======
</TABLE>
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. Pro
forma basic and diluted net loss per share in accordance with SFAS 128 would
be unchanged from historical reported net loss per share for all periods
presented.
4. On July 19, 1996, the Company entered into a syndicated bank loan agreement
(the Credit Agreement), which provides for a new $400 million term loan and
revolving credit facility. The Credit Agreement provided 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) and a $250 million
four-year secured term loan, the latter of which the Company used fully in
January 1997. No balances were outstanding under the revolving line of
credit at September 28, 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 September 28, 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.
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 at
September 28, 1997 related to the translation of the FASL financial
statements into U.S. dollars resulted in a decrease of approximately $42
million to the investment in FASL. In the third quarter of 1997 and
7
<PAGE>
of 1996, the Company purchased $61 million and $41 million, respectively, of
Flash memory devices from FASL. At September 28, 1997 and September 29, 1996,
the Company had outstanding payables to FASL of $39 million and $35 million,
respectively, for Flash memory device purchases. In the third quarter of
1997 and of 1996, the Company earned royalty income of $6 million and $3
million, respectively, as a result of FASL sales. For the nine months ended
September 28, 1997 and September 29, 1996, these royalties were $15 million
and $17 million, respectively.
The following is condensed unaudited financial data of FASL:
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
------------------------ ------------------------
(Unaudited) Sept. 28 Sept. 29 Sept. 28 Sept. 29
(Thousands) 1997 1996 1997 1996
-------- -------- -------- --------
(Thousands) (Thousands)
<S> <C> <C> <C> <C>
Net sales $116,249 $63,228 $298,980 $369,891
Gross profit 39,151 3,172 81,594 179,292
Operating income 38,417 2,715 79,808 177,856
Net income 12,511 13,301 38,822 122,530
</TABLE>
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; anticipated cash flows; capital
expenditures; adequacy of resources to fund operations and capital
investments; the Company's ability to access external sources of capital; the
effect of foreign exchange contracts and interest rate swaps; and the Fab 30
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 included
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, now a wholly-owned subsidiary, Vantis
Corporation (Vantis). Communications Group products include voice and data
communications products, microcontrollers, input/output (I/O) devices, network
products and bipolar programmable logic devices. Memory Group products include
Flash memory devices and Erasable Programmable Read-Only Memory (EPROM)
devices. CPG products include Microsoft compatible microprocessors and chip
sets. Vantis products include MACH(R) products as well as other 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:
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
---------------------------------------- ------------------------
Sept. 28 June 29, Sept. 29, Sept. 28 Sept. 29,
(Millions) 1997 1997 1996 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Communications Group $179 $183 $158 $ 533 $ 499
Memory Group 178 181 159 543 537
CPG 178 174 82 479 231
Vantis 62 57 58 188 189
---- ---- ---- ------ ------
Total $597 $595 $457 $1,743 $1,456
==== ==== ==== ====== ======
</TABLE>
Revenue Comparison of Quarters Ended September 28, 1997 and September 29, 1996
- ------------------------------------------------------------------------------
Communications Group net sales increased primarily due to increased unit
shipments of the Company's telecommunication products. This increase was
partially offset by a decline in both unit shipments and the average selling
price of network and logic products.
Memory Group net sales increased as substantial Flash memory device unit growth
more than offset average selling price declines. EPROM product sales decreased,
due to a decline in both the average selling price and unit shipments.
CPG net sales increased significantly due to sales of AMD-K6(TM) MMX(TM)
Enhanced microprocessors, which became available at the end of the first quarter
of 1997. These increases were partially offset by decreased sales of AMD-K5(TM)
microprocessors and Am486 microprocessors which represented most of the
Company's microprocessor sales in the third quarter of 1996. The Company expects
AMD-K5 microprocessor sales to be negligible in the future.
Vantis net sales increased due to unit growth in MACH products and other CMOS
products.
10
<PAGE>
Revenue Comparison of Quarters Ended September 28, 1997 and June 29, 1997
- -------------------------------------------------------------------------
Communications Group net sales decreased slightly primarily due to decreased
unit shipments of network products, partially offset by increases in unit
shipments and average selling price of microcontroller products, and increased
unit shipments of telecommunications products.
Memory Group net sales decreased slightly, due to a decline in unit shipments of
EPROM products. Flash memory device sales were flat, with unit volume growth
offset by lower average selling prices.
CPG net sales increased slightly. Higher unit volume of AMD-K6 microprocessors
and related chip sets more than offset a decrease in the average selling price
of AMD-K6 microprocessors. AMD-K5 microprocessor sales decreased substantially,
due to a decrease in both unit shipments and average selling prices. The Company
expects AMD-K5 microprocessor sales to be negligible in the future.
Vantis net sales increased primarily due to an increase in average selling price
for MACH products and an increase in unit shipments of other CMOS products.
Revenue Comparison of Nine Months Ended September 28, 1997 and September 29,
- ----------------------------------------------------------------------------
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.
Memory Group net sales increased slightly, with increased unit shipments of
Flash memory devices mostly offset by declines in their average selling prices,
as well as price and unit declines in EPROM devices.
CPG net sales increased with sales of AMD-K6 microprocessors and related chip
sets contributing most of this increase. AMD-K5 microprocessor sales were below
cumulative AMD-K5 and Am486 microprocessor sales during the first nine months of
1996. The Company expects AMD-K5 microprocessor sales to be negligible in the
future.
Vantis net sales remained relatively flat as increased unit shipments of MACH
products were offset by a decline in the average selling price for other CMOS
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:
11
<PAGE>
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
---------------------------------------- ------------------------
Sept. 28 June 29, Sept. 29, Sept. 28 Sept. 29,
1997 1997 1996 1997 1996
-------- -------- -------- -------- --------
(Millions except for gross
margin percentage)
<S> <C> <C> <C> <C> <C>
Cost of sales $428 $372 $338 $1,150 $1,086
Gross margin percentage 28% 37% 26% 34% 25%
Research and development $126 $110 $106 $ 341 $ 293
Marketing, general and
administrative 101 103 90 298 277
Interest income and other, net 6 10 4 29 55
Interest expense 14 10 3 34 7
</TABLE>
Gross margin percentage in the third quarter of 1997 increased slightly as
compared to the third quarter of 1996 as sales increased significantly. The
increase in sales was mostly offset by higher costs, primarily due to AMD-K6
microprocessor production ramp during the third quarter of 1997. Gross margin
percentage in the third quarter of 1997 was also adversely affected by
aggressive price cuts that became effective during the quarter, lower than
expected yields in the production of AMD-K6 microprocessors, and a less
favorable product mix with fewer of the higher speed, higher margin AMD-K6
microprocessors. Gross margin percentage in the third quarter of 1997
decreased as compared to the second quarter of 1997 primarily due to lower
margins on the AMD-K6 microprocessor caused by the factors mentioned above. In
addition, during the second quarter of 1997, the Company's gross margin
benefited from a $9 million gain on the sale of a building, which was included
in cost of sales. Gross margin percentage for the first nine months of 1997
increased as compared to the same period in 1996 primarily due to the sale of
higher margin AMD-K6 microprocessors in 1997 as compared to the sale of AMD-K5
and Am486 microprocessors in 1996. The Company's gross margin for the first
nine months of 1997 also benefited from a $9 million gain on the sale of a
building, which was included in cost of sales.
Research and development expenses increased in all cases due to a higher
proportion of Submicron Development Center (SDC) activities being used for
research and development. SDC activities support research and development
efforts for all product lines. In addition, in the third quarter of 1997, the
Company had a $5 million increase in research and development due to its share
in a cooperative research and development arrangement with other semiconductor
manufacturers for extreme ultra violet lithography.
Marketing, general and administrative expenses remained relatively flat as
compared to the second quarter of 1997. Marketing, general and administrative
expenses increased in all other cases primarily due to higher advertising and
marketing expenses.
Interest income and other as compared to the third quarter of 1996 increased
slightly due to a higher average cash and cash equivalents balance. Interest
income and other decreased as compared to the second quarter of 1997 as the cash
and cash equivalents balance decreased. Interest income and other for the nine
months ended September 29, 1996 includes pre-tax gains of $41 million resulting
from sales of equity investments. Interest expense increased as compared to the
third quarter of 1996 and the nine months ended September 29, 1996, primarily
due to interest expense incurred on the Company's $400 million Senior Secured
Notes sold in August, 1996 and
12
<PAGE>
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 (benefit) for the third quarter and the first
nine months of 1997 was 45 percent and 50 percent, respectively. The effective
tax rate (benefit) was approximately 40 percent in the third quarter and the
first nine months of 1996, respectively.
Other Items
- -----------
International sales were 60 percent of total sales in the third quarter of 1997
as compared to 53 percent for the same period in 1996, and 54 percent for the
immediate prior quarter. For the nine month period ended September 28, 1997,
international sales increased to 57 percent of net sales from 52 percent for the
comparable period in 1996. In the first nine months of 1997, approximately 12
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 denominated in lira, yen,
French franc, deutsche mark and pound sterling. The maturities of these
contracts are generally short-term in nature. The Company believes its foreign
exchange contracts do not subject the Company to material risk from exchange
rate movements because gains and losses on these contracts are designed to
offset losses and gains on the net monetary asset position being hedged. Net
foreign currency gains and losses have not been material. As of September 28,
1997, the Company had approximately $62 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.
13
<PAGE>
FINANCIAL CONDITION
- -------------------
The increase in cash and cash equivalents from December 29, 1996 primarily
resulted from net cash provided by operating activities and proceeds from
financing activities, offset by capital expenditures during the period. Net
cash provided by operating activities was $202 million which includes receipt
of a tax refund for $101 million. Financing activities include proceeds from a
$250 million four-year secured long-term loan and $50 million from issuance of
stock, offset by $53 million in repayments of debt and capital lease
obligations. These funds were used to support capital additions of $468
million for the nine months ended September 28, 1997.
The Company plans to continue to make significant capital investments through at
least 1999, including those relating to Dresden Fab 30 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 (Dresden Fab 30) over the next five years at a
presently estimated cost of approximately $1.9 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
Dresden Fab 30 has been completed. In addition, after completion of Dresden Fab
30, 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 Fab 30 costs are denominated in deutsche marks and,
therefore, are subject to change due to foreign exchange rate fluctuations.
During the third quarter of 1997, the Company entered into foreign currency
swaps to hedge foreign exchange transaction exposure for Dresden Fab 30, and
anticipates that it will engage in future hedging arrangements.
FASL completed the building 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. Equipment installation is in process and
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 September 28, 1997, AMD had loan
guarantees of $48 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.
14
<PAGE>
The Company has an unused 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 September 28, 1997, the Company has available unsecured uncommitted bank
lines of credit in the amount of $83 million, of which $10 million was used.
The Company believes that cash flows from operations and current cash
balances, together with financing activities will be
sufficient to fund operations and capital investments currently planned
through 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 and dominant position enable it to vary prices on its
microprocessors at will and thereby affect the margins and profitability of
its competitors. Intel Corporation's 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, new manufacturing facilities, other technology companies
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 if Intel makes information about its products
available. Delay in the availability of such information makes and will continue
to 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 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 a portion 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 motherboards, the design of chip
sets and higher level board products which support Intel
15
<PAGE>
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 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 microprocessor 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 the 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 subsequent
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.
Investment in and Dependence on K86/TM/ 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 and
continues to make 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 to 0.25 micron process technology, the
percentage of production yields of the higher performing parts, 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 to
successfully ramp to 0.25 micron process technology or of the Company's AMD-K6
microprocessors to achieve market acceptance would have a
16
<PAGE>
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 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 three quarters 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
17
<PAGE>
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, the building construction of FASL II, a second
Flash memory device manufacturing facility, is complete and equipment
installation is in progress. 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.
In contrast to the above, there also 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. There can be no assurance
that the Company will be able to commit Fab 25 production to a qualified 0.25
micron process technology in order to fabricate product in sufficient volume to
meet the anticipated needs and demands of its customers.
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 has in the past and may in the future 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
18
<PAGE>
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 a few foreign companies.
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.
19
<PAGE>
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. The Company's wholly-owned programmable logic company, Vantis, provides
its 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 Vantis will be able to
maintain its existing relationships with these third parties. An inability of
Vantis to continue to obtain appropriate software and improvements from third
parties or to develop its own software internally could materially adversely
affect 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, 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 produced and sold and
in the mix of sales by distribution channels, market
20
<PAGE>
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 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
21
<PAGE>
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 and/or pricing
by AMD or its competitors, the pace of new product manufacturing ramp,
production yields of key products and general conditions in the semiconductor
industry have caused and are likely to continue to cause the market price of
AMD common stock to fluctuate substantially. 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. 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. The Company's
current business plan envisions substantial cash outlays requiring external
capital financing. There can be no assurances that capital and/or long-term
financing will be available on terms favorable to the Company or in sufficient
amounts to enable the Company to implement its current business plan.
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
22
<PAGE>
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 task force 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.
23
<PAGE>
II. Other Information
Item 1. Legal Proceedings
Advanced Micro Devices, Inc. v. Altera Corporation (Case No. C94-20567-RMW, U.S.
- --------------------------------------------------------------------------------
District Ct., San Jose, California). This litigation, which began in 1994,
- -------------------------------------
involves multiple claims and counterclaims for patent infringement relating to
the Company's and Altera Corporation's programmable logic devices. As a result
of a bench trial held on August 11 and 13, 1997, the Court held that Altera is
licensed to the remaining three AMD patents-in-suit. Two of the seven patents
asserted by Altera in its counterclaim against the Company remain in the suit.
The Company intends to seek entry of final judgment with respect to the jury and
Court determinations that Altera is licensed to each of the Company's eight
patents-in-suit, and to appeal these rulings at the earliest practicable time.
The Company anticipates that Altera will file a motion for attorney fees
following entry of the final judgment. Based upon information presently known
to management, the Company does not believe that the ultimate resolution of this
lawsuit will have a material adverse effect on the financial condition or
results of operations of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a). Exhibits
10.24(d) Third Amendment to Credit Agreement, dated as of October
1, 1997, 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.
21 List of AMD Subsidiaries
27 Financial Data Schedule
(b). Reports on Form 8-K
The following reports on Form 8-K were filed during the quarter
for which this report is filed:
1. Current Report on Form 8-K dated July 8, 1997 reporting
under Item 5 - Other Events - second quarter earnings.
2. Current Report on Form 8-K dated September 3, 1997 reporting
under Item 5 - Other Events - expectation of a small
operating loss.
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: November 12, 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
- --------
10.24(d) Third Amendment to Credit Agreement, dated as of October 1, 1997,
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.
21 List of AMD Subsidiaries
27 Financial Data Schedule
26
<PAGE>
EXHIBIT 10.24(d)
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), is entered
---------
into as of October 1, 1997, among Advanced Micro Devices, Inc., a Delaware
corporation (the "Company"), the "Banks" party to the Credit Agreement
-------
(Collectively, the "Banks"), ABN AMRO Bank N.V., as Syndication Agent for the
-----
Banks (the "Syndication Agent"), Canadian Imperial Bank of Commerce, as
-----------------
Documentation Agent for the Banks (the "Documentation Agent"), and Bank of
-------------------
America National Trust and Savings Association, as Administrative Agent for the
Banks (the "Agent").
-----
WHEREAS, the Company, the Banks, the Syndication Agent, the Documentation
Agent and the Agent are parties to a Credit Agreement dated as of July 19, 1996,
as amended by a First Amendment to Credit Agreement dated as of August 7, 1996,
and a Second Amendment to Credit Agreement dated as of September 9, 1996 (as so
amended, the "Credit Agreement");
----------------
WHEREAS, the Company has requested that the Majority Banks agree to certain
amendments to the Credit Agreement;
WHEREAS, the Majority Banks have agreed to such request, subject to the
terms and conditions hereof;
NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties hereto agree as follows:
1. Definitions; Interpretation.
---------------------------
(a) Terms Defined in Credit Agreement. All capitalized terms used in
---------------------------------
this Amendment (including in the recitals hereof) and not otherwise defined
herein shall have the meanings assigned to them in the Credit Agreement.
(b) Interpretation. The rules of interpretation set forth in Section
--------------
1.02 of the Credit Agreement shall be applicable to this Amendment and are
incorporated herein by this reference.
2. Amendments to the Credit Agreement.
----------------------------------
(a) Amendment. The Credit Agreement is hereby amended as follows:
---------
(i) Section 1.01 of the Credit Agreement is hereby amended by adding
the following new definitions in appropriate alphabetical order:
1.
<PAGE>
"Vantis Division" means the Company's Programmable Logic
---------------
Division."
"Vantis Subsidiary" means, collectively, Vantis Corporation, a
-----------------
Delaware corporation and a Wholly-Owned Subsidiary of the Company, and
any other Wholly-Owned Subsidiary of the Company, in each case,
specifically formed for the purpose of acquiring directly, or
indirectly through one or more Wholly-Owned Subsidiaries, the assets
and business constituting the Vantis Division."
(ii) Section 7.02 of the Credit Agreement is hereby amended by (A)
deleting the word "and" from the end of subsection 7.02(c), (B) re-designating
existing subsection 7.02(d) as subsection 7.02(e), (C) adding a new subsection
7.02(d) as follows:
"(d) (i) the transfer in one transaction or a series of
transactions by the Company of its Vantis Division to the Vantis
Subsidiary or any Wholly-Owned Subsidiary of the Vantis Subsidiary,
and (ii) transfers of assets among the Vantis Subsidiary and its
Wholly-Owned Subsidiaries; provided that the aggregate value of all
--------
assets so transferred by the Company shall not exceed $80,000,000;
and"
and (D) deleting the first three lines of the final paragraph of Section 7.02
and substituting therefor the following:
"Notwithstanding subsection 7.02(e) above, the disposition of
Receivables shall not be permitted (other than as permitted under
subsection 7.02(d) above), and, notwithstanding subsections 7.02(a)
through 7.02(e) above, the".
(iii) Section 7.04 of the Credit Agreement is hereby amended by (A)
deleting the word "and" from the end of subsection 7.04(f), (B) re-designating
existing subsection 7.04(g) as subsection 7.04(h), and (C) adding a new
subsection 7.04(g) as follows:
"(g) Investments by (i) the Company in the capital stock of the
Vantis Subsidiary, and (ii) the Vantis Subsidiary in the capital stock
of one or more of its Wholly-Owned Subsidiaries, in each case, made in
exchange for asset transfers permitted under subsection 7.02(d); and"
(iv) Section 7.05 of the Credit Agreement is hereby amended by (A)
re-designating existing subsection 7.05(e) as subsection 7.05(f), (B) re-
designating existing subsection 7.05(f) as subsection 7.05(g), and (C) adding a
new subsection 7.05(e) as follows:
2.
<PAGE>
"(e) Indebtedness for borrowed money owing from the Vantis
Subsidiary to the Company not to exceed $15,000,000 in the aggregate
at any time outstanding;"
(b) References Within Credit Agreement. Each reference in the Credit
----------------------------------
Agreement to "this Agreement" and the words "hereof," "herein," "hereunder," or
words of like import, shall mean and be a reference to the Credit Agreement as
amended by this Amendment.
3. Representations and Warranties. The Company hereby represents
------------------------------
and warrants to the Agent, the Syndication Agent, the Documentation Agent and
the Banks as follows:
a. No Default or Event of Default has occurred and is
continuing.
b. The execution, delivery and performance by the Company of
this Amendment have been duly authorized by all necessary corporate and other
action and do not and will not require any registration with, consent or
approval of, notice to or action by, any Person (including any governmental
authority) in order to be effective and enforceable.
c. This Amendment and the Loan Documents, as amended by this
Amendment, constitute the legal, valid and binding obligations of the Company,
enforceable against it in accordance with their respective terms, without
defense, counterclaim or offset.
4. Amendment Effective Date. This Amendment will become effective
------------------------
on October 1, 1997, provided that the Agent has received from each of the
--------
Company and the Majority Banks an executed counterpart of this Amendment.
5. Miscellaneous.
-------------
(a) Credit Agreement Otherwise Not Affected. Except as expressly
---------------------------------------
amended pursuant hereto, the Credit Agreement shall remain unchanged and in full
force and effect and is hereby ratified and confirmed in all respects. The
Banks', the Agent's, the Syndication Agent's and the Documentation Agent's
execution and delivery of, or acceptance of, this Amendment shall not be deemed
to create a course of dealing or otherwise create any express or implied duty by
any of them to provide any other or further amendments, consents or waivers in
the future.
(b) No Reliance. The Company hereby acknowledges and confirms to the
-----------
Agent, the Syndication Agent, the Documentation Agent and the Banks that the
Company is executing this Amendment on the basis of its own investigations and
for its own reasons without reliance upon any agreement, representation,
understanding or communication by or on behalf of the Agent, the Syndication
Agent, the Documentation Agent, any Bank or any other Person.
3.
<PAGE>
(c) Amendments and Waivers. The provisions of this Amendment may only
----------------------
be amended or waived, and any consent with respect to any departure by the
Company therefrom may only be granted, in accordance with the terms of Section
10.01 of the Credit Agreement.
(d) Costs and Expenses. The Company shall, whether or not the
------------------
amendments contemplated hereby shall become effective, pay or reimburse the
Agent, within five Business Days after demand, for all costs and expenses
incurred by the Agent in connection with the development, preparation, delivery,
administration and execution of, and any amendment, supplement, waiver or
modification to, this Amendment and the consummation of the transactions
contemplated hereby and thereby, including the Attorney Costs incurred by the
Agent with respect thereto.
(e) Successors and Assigns. The provisions of this Amendment shall be
----------------------
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
(f) Counterparts. This Amendment may be executed by one or more of
------------
the parties to this Amendment in any number of separate counterparts, each of
which, when so executed, shall be deemed an original, and all of said
counterparts taken together shall be deemed to constitute but one and the same
instrument. The parties hereto agree that the Agent may accept and rely on
facsimile transmissions of executed signature pages of this Amendment.
(g) Severability. The illegality or unenforceability of any provision
------------
of this Amendment or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Amendment or any instrument or agreement required hereunder.
(h) No Third Parties Benefited. This Amendment is made and entered
--------------------------
into for the sole protection and legal benefit of the Company, the Syndication
Agent, the Documentation Agent, the Banks and the Agent, and their successors
and assigns, and no other Person shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection with,
this Amendment. Each of the Agent, the Syndication Agent, the Documentation
Agent and the Banks shall not have any obligation to any Person not a party to
this Amendment.
(i) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
-------------
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; PROVIDED THAT THE AGENT
AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(j) Entire Agreement. This Amendment embodies the entire agreement
----------------
and understanding among the Company, the Banks, the Syndication Agent, the
Documentation Agent and the Agent, and supersedes all prior or contemporaneous
agreements and
4.
<PAGE>
understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof.
(k) Interpretation. This Amendment is the result of negotiations
--------------
between and has been reviewed by counsel to the Agent, the Company and other
parties, and is the product of all parties hereto. Accordingly, this Amendment
shall not be construed against the Banks, the Syndication Agent, the
Documentation Agent or the Agent merely because of the Agent's or such other
Person's involvement in the preparation of such documents and agreements.
[SIGNATURE PAGES FOLLOW]
5.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered in San Francisco, California, by their proper and duly
authorized officers as of the day and year first above written.
THE COMPANY
-----------
ADVANCED MICRO DEVICES, INC.
By: /s/ Marvin D. Burkett
--------------------------------------------
Title: Senior Vice President and
-----------------------------------------
Chief Financial Officer
-----------------------------------------
THE AGENT
---------
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Administrative Agent
By: /s/ Wendy W. Young
---------------------------------------------
Title: Vice President
------------------------------------------
THE SYNDICATION AGENT
---------------------
ABN AMRO BANK N.V., as Syndication Agent
By: ABN AMRO NORTH AMERICA, INC.,
its agent
By: /s/ Thomas R. Wagner
---------------------------------------------
Title: Group Vice President
------------------------------------------
By: /s/ Jamie Dillon
---------------------------------------------
Title: Vice President
------------------------------------------
6.
<PAGE>
THE DOCUMENTATION AGENT
-----------------------
CANADIAN IMPERIAL BANK OF COMMERCE, as
Documentation Agent
By: /s/ Cyd Petre
----------------------------------------------
Title: Authorized Signatory
-------------------------------------------
THE BANKS
---------
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, as a Bank
By: /s/ Kevin McMahon
----------------------------------------------
Title: Managing Director
-------------------------------------------
ABN AMRO BANK N.V., as a Bank
By: ABN AMRO NORTH AMERICA, INC.,
its agent
By: /s/ Thomas R. Wagner
----------------------------------------------
Title: Group Vice President
-------------------------------------------
By: /s/ Jamie Dillon
----------------------------------------------
Title: Vice President
-------------------------------------------
CANADIAN IMPERIAL BANK OF COMMERCE, as a Bank
By: /s/ Cyd Petre
----------------------------------------------
Title: Authorized Signatory
-------------------------------------------
7.
<PAGE>
BANKBOSTON, N.A.
By: /s/ illegible signature
----------------------------------------------
Title: Vice President
-------------------------------------------
THE BANK OF NOVA SCOTIA
By: /s/ Jon A. Barkin
----------------------------------------------
Title: Relationship Manager
-------------------------------------------
BANQUE PARIBAS
By: Nanci Meyer
----------------------------------------------
Title: VP
-------------------------------------------
By: /s/ illegible signature
----------------------------------------------
Title: Managing Director
-------------------------------------------
THE DAI-ICHI KANGYO BANK, LTD.
By:
----------------------------------------------
Title:
-------------------------------------------
FLEET NATIONAL BANK
By: /s/ illegible signature
----------------------------------------------
Title: VP
-------------------------------------------
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ Haruhiko Masuda
----------------------------------------------
Title: Deputy General Manager
-------------------------------------------
8.
<PAGE>
KEYBANK NATIONAL ASSOCIATION
By: /s/ illegible signature
----------------------------------------------
Title: Vice President
-------------------------------------------
THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED
By: /s/ illegible signature
----------------------------------------------
Title: Deputy General Manager
-------------------------------------------
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Yashushi Satomi
----------------------------------------------
Title: Senior Vice President
-------------------------------------------
ROYAL BANK OF CANADA
By: /s/ Michael Cole
----------------------------------------------
Title: Manager
-------------------------------------------
THE SAKURA BANK LIMITED, SAN FRANCISCO AGENCY
By: /s/ Takao Nakajima
----------------------------------------------
Title: Assistant General Manager
-------------------------------------------
THE SUMITOMO TRUST AND BANKING COMPANY, LIMITED,
LOS ANGELES AGENCY
By: /s/ Ninons Benjamin
----------------------------------------------
Title: Vice President and Manager
-------------------------------------------
9.
<PAGE>
UNION BANK OF CALIFORNIA, N.A.
By: /s/ Glenn Leyrer
----------------------------------------------
Title: Assistant Vice President
-------------------------------------------
10.
<PAGE>
EXHIBIT 21
EXHIBIT 21
ADVANCED MICRO DEVICES, INC.
LIST OF SUBSIDIARIES
NAME OF SUBSIDIARY STATE OR JURISDICTION IN WHICH
- ------------------ INCORPORATED OR ORGANIZED
-------------------------
DOMESTIC SUBSIDIARIES
- ---------------------
Advanced Micro Ltd. California
AMD Corporation California
AMD Far East Ltd. Delaware
AMD International Sales & Service, Ltd. Delaware
AMD Texas Properties, LLC. Delaware
Vantis Corporation Delaware
Vantis International Limited Delaware
FOREIGN SUBSIDIARIES
- --------------------
Advanced Micro Devices S.A.N.V. Belgium
AMD South America Limitada (1) Brazil
Advanced Micro Devices (Canada) Limited Canada
Advanced Micro Devices (Suzhou) Limited (2) China
Advanced Micro Devices S.A. France
Advanced Micro Devices GmbH Germany
AMD Saxony Holding GmbH Germany
AMD Saxony Manufacturing GmbH (3) Germany
AMD Foreign Sales Corporation Guam
Advanced Micro Devices S.p.A. Italy
Vantis S.r.l. Italy
AMD Japan Ltd. Japan
Vantis Japan K.K. (4) Japan
Advanced Micro Devices Sdn. Bhd. Malaysia
Advanced Micro Devices Export Sdn. Bhd. (5) Malaysia
AMD (Netherlands) B.V. (6) Netherlands
Advanced Micro Devices (Singapore) Pte. Ltd. Singapore
AMD Holdings (Singapore) Pte. Ltd. (7) Singapore
Advanced Micro Devices AB Sweden
Advanced Micro Devices S.A. (8) Switzerland
AMD (Thailand) Limited (7) Thailand
Advanced Micro Devices (U.K.) Limited United Kingdom
Vantis (UK) Limited United Kingdom
Vantis II (UK) Limited United Kingdom
______________________
(1) Subsidiary of AMD International Sales & Service, Ltd. and AMD Far East Ltd.
(2) Subsidiary of AMD Holdings (Singapore) Pte. Ltd.
(3) Subsidiary of AMD Saxony Holding GmbH
(4) Subsidiary of Vantis Corporation
<PAGE>
(5) Subsidiary of Advanced Micro Devices Sdn. Bhd.
(6) Subsidiary of Advanced Micro Devices Export Sdn. Bhd.
(7) Subsidiary of Advanced Micro Devices (Singapore) Pte. Ltd.
(8) Subsidiary of AMD International Sales & Service, Ltd.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-28-1997
<PERIOD-START> DEC-30-1996
<PERIOD-END> SEP-28-1997
<CASH> 162,781
<SECURITIES> 278,229
<RECEIVABLES> 319,983
<ALLOWANCES> (10,830)
<INVENTORY> 163,431
<CURRENT-ASSETS> 1,133,714
<PP&E> 3,679,836
<DEPRECIATION> (1,745,435)
<TOTAL-ASSETS> 3,425,946
<CURRENT-LIABILITIES> 622,053
<BONDS> 0
0
0
<COMMON> 1,425
<OTHER-SE> 2,042,192
<TOTAL-LIABILITY-AND-EQUITY> 3,425,946
<SALES> 1,742,389
<TOTAL-REVENUES> 1,743,204
<CGS> 1,149,582
<TOTAL-COSTS> 1,149,582
<OTHER-EXPENSES> 639,263
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33,519
<INCOME-PRETAX> (50,588)
<INCOME-TAX> (25,294)
<INCOME-CONTINUING> (8,756)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,756)
<EPS-PRIMARY> (0.06)
<EPS-DILUTED> (0.06)
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