<PAGE>
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 26, 1999
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 (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)
--------------------- ----------------------
$0.01 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________
-------
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. [X]
Aggregate market value of the voting stock held by non-affiliates as of February
28, 2000.
$5,725,334,007
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
152,006,873 shares as of February 28, 2000
--------------------------------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
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(1) Portions of the Annual Report to Stockholders for the fiscal year ended
December 26, 1999 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 27, 2000 are incorporated into Part III hereof.
2
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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 on page F-1 in the Index to Consolidated
Financial Statements and Financial Statement Schedule covered by Report of
Independent Auditors are set forth on pages F-2 through F-27 of this Annual
Report on Form 10-K.
2. Financial Statement Schedule
The financial statement schedule listed on page F-1 in the Index to
Consolidated Financial Statements and Financial Statement Schedule covered by
the Report of Independent Auditors is set forth on page S-1 of this Annual
Report on Form 10-K.
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.
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
Number Description of Exhibits
------- -----------------------
2.1 Agreement and Plan of Merger dated October 20, 1995, between AMD
and NexGen, Inc., filed as Exhibit 2 to AMD's Quarterly Report
for the period ended October 1, 1995, and as amended as Exhibit
2.1 to AMD'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, between AMD and NexGen, Inc., filed as Exhibit
2.2 to AMD's Current Report on Form 8-K dated January 17, 1996,
is hereby incorporated by reference.
2.3 Stock Purchase Agreement dated as of April 21, 1999, by and
between Lattice Semiconductor and AMD, filed as Exhibit 2.3 to
AMD's Current Report on Form 8-K dated April 26, 1999, is hereby
incorporated by reference.
2.3(a) First Amendment to Stock Purchase Agreement, dated as of June 7,
1999, between AMD and Lattice Semiconductor Corporation, filed as
Exhibit 2.3 (a) to AMD's Quarterly Report on Form 10-Q for the
period ended June 27, 1999, is hereby incorporated by reference.
2.3(b) Second Amendment to Stock Purchase Agreement, dated as of June
15, 1999, between AMD and Lattice Semiconductor Corporation,
filed as Exhibit 2.3 (b) to AMD's Quarterly Report on Form 10-Q
for the period ended June 27, 1999, is hereby incorporated by
reference.
3.1 Certificate of Incorporation, as amended.
3
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Exhibit
Number Description of Exhibits
------ -----------------------
+ 3.2 By-Laws, as amended.
4.1 Form of AMD 11% Senior Secured Notes due August 1, 2003, filed as
Exhibit 4.1 to AMD's Current Report on Form 8-K dated August 13,
1996, is hereby incorporated by reference.
4.2(a) Indenture, dated as of August 1, 1996, between AMD and United
States Trust Company of New York, as trustee, filed as Exhibit
4.2 to AMD's Current Report on Form 8-K dated August 13, 1996, is
hereby incorporated by reference.
4.2(b) First Supplemental Indenture, dated as of January 13, 1999,
between AMD and United States Trust Company of New York, as
trustee, filed as Exhibit 4.2(b) to AMD's Annual Report on Form
10-K for the fiscal year ended December 27, 1998, is hereby
incorporated by reference.
+ 4.2(c) Second Supplemental Indenture, dated as of April 8, 1999, between
AMD and United States Trust Company of New York, as trustee.
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 AMD'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 AMD and IBJ Schroder Bank & Trust
Company, filed as Exhibit 4.4 to AMD's Current Report on Form 8-K
dated August 13, 1996, is hereby incorporated by reference.
4.5 Deed of Trust, Assignment, Security Agreement and Financing
Statement, dated as of August 1, 1996, among AMD, as grantor, IBJ
Schroder Bank & Trust Company, as grantee, and Shelley W. Austin,
as trustee, filed as Exhibit 4.5 to AMD'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, among AMD 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 AMD'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 AMD, as lessor, and AMD Texas Properties,
LLC, as lessee, filed as Exhibit 4.7 to AMD'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 AMD and AMD Texas Properties, LLC, filed as Exhibit 4.8
to AMD'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 AMD, as
sublessee, and AMD Texas Properties, LLC, as sublessor, filed as
Exhibit 4.9 to AMD's Current Report on Form 8-K dated August 13,
1996, is hereby incorporated by reference.
4.10 Indenture, dated as of May 8, 1998, by and between AMD and The
Bank of New York, as trustee, filed as Exhibit 4.1 to AMD's
Current Report on Form 8-K dated May 8, 1998, is hereby
incorporated by reference.
4
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Exhibit
Number Description of Exhibits
------ -----------------------
4.11 Officers' Certificate, dated as of May 8, 1998, filed as Exhibit
4.2 to AMD's Current Report on Form 8-K dated May 8, 1998, is
hereby incorporated by reference.
4.12 Form of 6% Convertible Subordinated Note due 2005, filed as
Exhibit 4.3 to AMD's Current Report on Form 8-K dated May 8,
1998, is hereby incorporated by reference.
4.13 AMD hereby agrees to file on request of the Commission a copy of
all instruments not otherwise filed with respect to AMD's long-
term debt or any of its subsidiaries for which the total amount
of securities authorized under such instruments does not exceed
10 percent of the total assets of AMD and its subsidiaries on a
consolidated basis.
* 10.1 AMD 1982 Stock Option Plan, as amended, filed as Exhibit 10.1 to
AMD'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
AMD'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 AMD'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 AMD'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 AMD'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 AMD'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 AMD's Annual Report on Form 10-K for the fiscal
year ended December 26, 1993, is hereby incorporated by
reference.
* 10.9 Forms of Restricted Stock Agreements, filed as Exhibit 10.11 to
AMD'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 AMD's
Annual Report on Form 10-K for the fiscal year ended March 31,
1985, is hereby incorporated by reference.
* 10.11 AMD 1996 Stock Incentive Plan, as amended, filed as Exhibit 10.11
to AMD'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 AMD and W.
J. Sanders III, filed as Exhibit 10.11(a) to AMD'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 AMD and W. J. Sanders
III, filed as Exhibit 10.14 to AMD's Annual Report on Form 10-K
for the fiscal year ended December 29, 1991, is hereby
incorporated by reference.
5
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Exhibit
Number Description of Exhibits
------ -----------------------
* 10.14 Bonus Agreement between AMD and Richard Previte, filed as Exhibit
10.14 to AMD's Quarterly Report on Form 10-Q for the period ended
June 28, 1998, is hereby incorporated by reference.
* 10.15 Executive Bonus Plan, as amended, filed as Exhibit 10.16 to AMD's
Annual Report on Form 10-K for the fiscal year ended December 25,
1994, is hereby incorporated by reference.
* 10.16 AMD Executive Incentive Plan, filed as Exhibit 10.14(b) to AMD'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 AMD'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
AMD'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 AMD'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 AMD'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 AMD'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 AMD'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 AMD and Fujitsu Limited, filed as
Exhibit 10.27(a) to AMD's Amendment No. 1 to its Annual Report on
Form 10-K for the fiscal year ended December 26, 1993, is hereby
incorporated by reference.
** 10.23(b) Technology Cross-License Agreement between AMD and Fujitsu
Limited, filed as Exhibit 10.27(b) to AMD's Amendment No. 1 to
its Annual Report on Form 10-K for the fiscal year ended December
26, 1993, is hereby incorporated by reference.
** 10.23(c) AMD Investment Agreement between AMD and Fujitsu Limited, filed
as Exhibit 10.27(c) to AMD's Amendment No. 1 to its Annual Report
on Form 10-K for the fiscal year ended December 26, 1993, is
hereby incorporated by reference.
** 10.23(d) Fujitsu Investment Agreement between AMD and Fujitsu Limited,
filed as Exhibit 10.27(d) to AMD's Amendment No. 1 to its Annual
Report on Form 10-K 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 AMD'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 AMD'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 AMD and Fujitsu Limited,
filed as Exhibit 10.27(e) to AMD's Amendment No. 1 to its Annual
Report on Form 10-K for the fiscal year ended December 26, 1993,
is hereby incorporated by reference.
6
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Exhibit
Number Description of Exhibits
------ -----------------------
** 10.23(h) Joint Development Agreement between AMD and Fujitsu Limited,
filed as Exhibit 10.27(f) to AMD's Amendment No. 1 to its Annual
Report on Form 10-K 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 AMD'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 AMD, 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 AMD'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 AMD, 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 AMD'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 AMD, 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 AMD's Quarterly Report
on Form 10-Q for the period ended September 29, 1996, is hereby
incorporated by reference.
10.24(d) Third Amendment to Credit Agreement, dated as of October 1, 1997,
among AMD, Bank of America NT & SA, as administrative agent and
lender, ABN AMRO Bank N.V., as syndicated agent and lender, and
Canadian Imperial Bank of Commerce, as documentation agent and
lender, filed as Exhibit 10.24(d) to AMD's Quarterly Report on
Form 10-Q for the period ended September 28, 1997, is hereby
incorporated by reference.
10.24(e) Fourth Amendment to Credit Agreement, dated as of January 26,
1998, among AMD, Bank of America NT & SA, as administrative agent
and lender, ABN AMRO Bank N.V., as syndicated agent and lender,
and Canadian Imperial Bank of Commerce, as documentation agent
and lender, filed as Exhibit 10.24(e) to AMD's Annual Report on
Form 10-K for the fiscal year ended December 28, 1997, is hereby
incorporated by reference.
10.24(f) Fifth Amendment to Credit Agreement, dated as of February 26,
1998, among AMD, Bank of America NT & SA, as administrative agent
and lender, ABN AMRO Bank, N.V., as syndicated agent and lender,
and Canadian Imperial Bank of Commerce, as documentation agent
and lender, filed as Exhibit 10.24(f) to AMD's Annual Report on
Form 10-K for the fiscal year ended December 28, 1997, is hereby
incorporated by reference.
10.24(g) Sixth Amendment to Credit Agreement, dated as of June 30, 1998,
among AMD, Bank of America NT & SA, as administrative agent and
lender, ABN AMRO Bank N.V., as syndicated agent and lender, and
Canadian Imperial Bank of Commerce, as documentation agent and
lender, filed as Exhibit 10.24(g) to AMD's Current Report on Form
8-K dated July 8, 1998, is hereby incorporated by reference.
+ 10.24(h) Seventh Amendment to the Credit Agreement and waiver, dated as of
April 8, 1999, among AMD, Bank of America NT & SA, as
administrative agent and lender, ABN AMRO Bank of N.V., as
syndicated agent and lender, and Canadian Imperial Bank of
Commerce, as documentation agent and lender.
7
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Exhibit
Number Description of Exhibits
------ -----------------------
10.24(i) Eighth Amendment to Credit Agreement, dated as of June 25, 1999,
among AMD, Bank of America NT&SA, as administrative agent and
lender, ABN AMRO Bank N.V., as syndicated agent and lender, and
Canadian Imperial Bank of Commerce, as documentation agent and
lender, filed as Exhibit 10.24 (i) to AMD's Quarterly Report on
Form 10-Q for the period ended June 27, 1999, is hereby
incorporated by reference.
10.24(j) Ninth Amendment to Credit Agreement, dated as of July 30, 1999,
among AMD, Bank of America NT&SA, as administrative agent and
lender, ABN AMRO Bank N.V., as syndicated agent and lender, and
Canadian Imperial Bank of Commerce, as documentation agent and
lender, filed as Exhibit 10.24 (j) to AMD's Quarterly Report on
Form 10-Q for the period ended June 27, 1999, is hereby
incorporated by reference.
** 10.25 Technology Development and License Agreement, dated as of October
1, 1998, among AMD and its subsidiaries and Motorola, Inc. and
its subsidiaries, filed as Exhibit 10.25 to AMD's Annual Report
on Form 10-K for the fiscal year ended December 27, 1998, is
hereby incorporated by reference.
+*** 10.25(a) Amendment to the Technology Development and License Agreement
entered into as of October 1, 1998, by AMD and its subsidiaries
and Motorola, Inc. and its subsidiaries.
** 10.26 Patent License Agreement, dated as of December 3, 1998, between
AMD and Motorola, Inc., filed as Exhibit 10.26 to AMD's Annual
Report on Form 10-K for the fiscal year ended December 27, 1998,
is hereby incorporated by reference.
10.27 Lease Agreement, dated as of December 22, 1998, between AMD and
Delaware Chip LLC, filed as Exhibit 10.27 to AMD's Annual Report
on Form 10-K for the fiscal year ended December 27, 1998 is
hereby incorporated by reference.
* 10.28(a) AMD Executive Savings Plan (Amendment and Restatement, effective
as of August 1, 1993), filed as Exhibit 10.30 to AMD's Annual
Report on Form 10-K for the fiscal year ended December 25, 1994,
is hereby incorporated by reference.
* 10.28(b) First Amendment to the AMD Executive Savings Plan (as amended and
restated, effective as of August 1, 1993), filed as Exhibit
10.28(b) to AMD's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997, is hereby incorporated by reference.
* 10.28(c) Second Amendment to the AMD Executive Savings Plan (as amended
and restated, effective as of August 1993), filed as Exhibit
10.28(b) to AMD's Annual Report on Form 10-K for the fiscal year
ended December 28, 1997, is hereby incorporated by reference.
* 10.29 Form of Split Dollar Agreement, as amended, filed as Exhibit
10.31 to AMD'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 AMD'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 AMD'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
AMD's Registration Statement on Form S-8 (No. 33-46577), is
hereby incorporated by reference.
** 10.33 AMD 1998 Stock Incentive Plan, filed as Exhibit 10.33 to AMD's
Annual Report on Form 10-K for the fiscal year ended December 27,
1998, is hereby incorporated by reference.
8
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Exhibit
Number Description of Exhibits
------ -----------------------
* 10.34 Form of indemnification agreements with officers and directors of
AMD, filed as Exhibit 10.38 to AMD's Annual Report on Form 10-K
for the fiscal year ended December 25, 1994, is hereby
incorporated by reference.
* 10.35 Agreement to Preserve Goodwill dated January 15, 1996, between
AMD and S. Atiq Raza, filed as Exhibit 10.36 to AMD'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
10.36 to AMD's Annual Report on Form 10-K for the fiscal year
ended December 29, 1996, is hereby incorporated by reference.
** 10.37 Patent Cross-License Agreement dated December 20, 1995, between
AMD and Intel Corporation, filed as Exhibit 10.38 to AMD'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 AMD
(Suzhou) Limited and China-Singapore Suzhou Industrial Park
Development Co., Ltd., filed as Exhibit 10.39 to AMD'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 AMD'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 AMD), as amended,
filed as Exhibit 10.37 to AMD'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.
9
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Exhibit
Number Description of Exhibits
------ -----------------------
** 10.48(a) C-4 Technology Transfer and Licensing Agreement dated June 11,
1996, between AMD and IBM Corporation, filed as Exhibit 10.48 to
AMD'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.
** 10.48(b) Amendment No. 1 to the C-4 Technology Transfer and Licensing
Agreement, dated as of February 23, 1997, between AMD and
International Business Machine Corporation, filed as Exhibit
10.48(a) to AMD's Quarterly Report on Form 10-Q for the period
ended March 30, 1997, 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 AMD's Annual Report on Form 10-K for the
fiscal year ended 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 AMD's Annual Report on Form 10-K for
the fiscal year ended December 29, 1996, is hereby incorporated
by reference.
** 10.50(a-1) Syndicated Loan Agreement with Schedules 1, 2 and 17, dated as of
March 11, 1997, among AMD Saxony Manufacturing GmbH, Dresdner
Bank AG and Dresdner Bank Luxembourg S.A., filed as Exhibit
10.50(a) to AMD's Quarterly Report on Form 10-Q for the period
ended March 30, 1997, is hereby incorporated by reference.
** 10.50(a-2) Supplemental Agreement to the Syndicated Loan Agreement dated
February 6, 1998, among AMD Saxony Manufacturing GmbH, Dresdner
Bank AG and Dresdner Bank Luxembourg S.A., filed as Exhibit
10.50(a-2) to AMD's Annual Report on Form 10-K/A (No.1) for the
fiscal year ended December 28, 1997, is hereby incorporated by
reference.
10.50(a-3) Supplemental Agreement No. 2 to the Syndicated Loan Agreement as
of March 11, 1997, dated as of June 29, 1999, among AMD Saxony
Manufacturing GmbH, Dresdner Bank AG and Dresdner Bank Luxembourg
S.A., filed as Exhibit 10.50 (a-3) to AMD's Quarterly Report on
Form 10-Q for the period ended June 27, 1999, is hereby
incorporated by reference.
** 10.50(b) Determination Regarding the Request for a Guarantee by AMD Saxony
Manufacturing GmbH, filed as Exhibit 10.50(b) to AMD's Quarterly
Report on Form 10-Q for the period ended March 30, 1997, is
hereby incorporated by reference.
** 10.50(c) AMD Subsidy Agreement, between AMD Saxony Manufacturing GmbH and
Dresdner Bank AG, filed as Exhibit 10.50(c) to AMD's Quarterly
Report on Form 10-Q for the period ended March 30, 1997, is
hereby incorporated by reference.
** 10.50(d) Subsidy Agreement, dated February 12, 1997, between Sachsische
Aufbaubank and Dresdner Bank AG, with Appendices 1, 2a, 2b, 3 and
4, filed as Exhibit 10.50(d) to AMD's Quarterly Report on
Form 10-Q for the period ended March 30, 1997, is hereby
incorporated by reference.
10.50(e) AMD, Inc. Guaranty, dated as of March 11, 1997, among AMD, Saxony
Manufacturing GmbH and Dresdner Bank AG, filed as Exhibit
10.50(e) to AMD's Quarterly Report on Form 10-Q for the period
ended March 30, 1997, is hereby incorporated by reference.
10.50(f-1) Sponsors' Support Agreement, dated as of March 11, 1997, among
AMD, AMD Saxony Holding GmbH and Dresdner Bank AG, filed as
Exhibit 10.50(f) to AMD's Quarterly Report on Form 10-Q for the
period ended March 30, 1997, is hereby incorporated by reference.
10
<PAGE>
Exhibit
Number Description of Exhibits
------- -----------------------
10.50(f-2) First Amendment to Sponsors' Support Agreement, dated as of
February 6, 1998, among AMD, AMD Saxony Holding GmbH and Dresdner
Bank AG, filed as Exhibit 10.50(f-2) to AMD's Annual Report on
Form 10-K for the fiscal year ended December 28, 1997, is hereby
incorporated by reference.
10.50(f-3) Second Amendment to Sponsors' Support Agreement, dated as of June
29, 1999, among AMD, AMD Saxony Holding GmbH, Dresdner Bank AG
and Dresdner Bank Luxembourg S.A., filed as Exhibit 10.50 (f-3)
to AMD's Quarterly Report on Form 10-Q for the period ended June
27, 1999, is hereby incorporated by reference.
10.50(g-1) Sponsors' Loan Agreement, dated as of March 11, 1997, among AMD,
AMD Saxony Holding GmbH and Saxony Manufacturing GmbH, filed as
Exhibit 10.50(g) to AMD's Quarterly Report on Form 10-Q for the
period ended March 30, 1997, is hereby incorporated by reference.
10.50(g-2) First Amendment to Sponsors' Loan Agreement, dated as of February
6, 1998, among AMD, AMD Saxony Holding GmbH and AMD Saxony
Manufacturing GmbH, filed as Exhibit 10.50(g-2) to AMD's Annual
Report on Form 10-K for the fiscal year ended December 28, 1997,
is hereby incorporated by reference.
10.50(g-3) Second Amendment to Sponsors' Loan Agreement, dated as of June
25, 1999, among AMD and AMD Saxony Holding GmbH and AMD Saxony
Manufacturing GmbH, filed as Exhibit 10.50(g-3) to the Company's
Quarterly Report on Form 10-Q for the period ended June 27, 1999,
is hereby incorporated by reference.
10.50(h) Sponsors' Subordination Agreement, dated as of March 11, 1997,
among AMD, AMD Saxony Holding GmbH, AMD Saxony Manufacturing GmbH
and Dresdner Bank AG, filed as Exhibit 10.50(h) to AMD's
Quarterly Report on Form 10-Q for the period ended March 30,
1997, is hereby incorporated by reference.
10.50(i) Sponsors' Guaranty, dated as of March 11, 1997, among AMD, AMD
Saxony Holding GmbH and Dresdner Bank AG, filed as Exhibit
10.50(i) to AMD's Quarterly Report on Form 10-Q for the period
ended March 30, 1997, is hereby incorporated by reference.
** 10.50(j) AMD Holding Wafer Purchase Agreement, dated as of March 11, 1997,
among AMD and AMD Saxony Holding GmbH, filed as Exhibit 10.50(j)
to AMD's Quarterly Report on Form 10-Q for the period ended March
30, 1997, is hereby incorporated by reference.
** 10.50(k) AMD Holding Research, Design and Development Agreement, dated as
of March 11, 1997, between AMD Saxony Holding GmbH and AMD, filed
as Exhibit 10.50(k) to AMD's Quarterly Report on Form 10-Q for
the period ended March 30, 1997, is hereby incorporated by
reference.
** 10.50(l-1) AMD Saxonia Wafer Purchase Agreement, dated as of March 11, 1997,
between AMD Saxony Holding GmbH and AMD Saxony Manufacturing
GmbH, filed as Exhibit 10.50(l) to AMD's Quarterly Report on Form
10-Q for the period ended March 30, 1997, is hereby incorporated
by reference.
10.50(l-2) First Amendment to AMD Saxonia Wafer Purchase Agreement, dated as
of February 6, 1998, between AMD Saxony Holding GmbH and AMD
Saxony Manufacturing GmbH, filed as Exhibit 10.50 (l-2) to AMD's
Annual Report on Form 10-K for the fiscal year ended December 28,
1997, is hereby incorporated by reference.
** 10.50(m) AMD Saxonia Research, Design and Development Agreement, dated as
of March 11, 1997, between AMD Saxony Manufacturing GmbH and AMD
Saxony Holding GmbH, filed as Exhibit 10.50(m) to AMD's Quarterly
Report on Form 10-Q for the period ended March 30, 1997, is
hereby incorporated by reference.
11
<PAGE>
Exhibit
Number Description of Exhibits
------- -----------------------
10.50(n) License Agreement, dated March 11, 1997, among AMD, AMD Saxony
Holding GmbH and AMD Saxony Manufacturing GmbH, filed as Exhibit
10.50(n) to AMD's Quarterly Report on Form 10-Q for the period
ended March 30, 1997, is hereby incorporated by reference.
10.50(o) AMD, Inc. Subordination Agreement, dated March 11, 1997, among
AMD, AMD Saxony Holding GmbH and Dresdner Bank AG, filed as
Exhibit 10.50(o) to AMD's Quarterly Report on Form 10-Q for the
period ended March 30, 1997, is hereby incorporated by reference.
** 10.50(p-1) ISDA Agreement, dated March 11, 1997, between AMD and AMD Saxony
Manufacturing GmbH, filed as Exhibit 10.50(p) to AMD's Quarterly
Report on Form 10-Q for the period ended March 30, 1997, is
hereby incorporated by reference.
** 10.50(p-2) Confirmation to ISDA Agreement, dated February 6, 1998, between
AMD and AMD Saxony Manufacturing GmbH, filed as Exhibit
10.50(p-2) to AMD's Annual Report on Form 10-K for the fiscal
year ended December 28, 1997, is hereby incorporated by
reference.
10.51 Loan and Security Agreement, dated as of July 13,1999, among AMD,
AMD International Sales and Service, Ltd. and Bank of America
NT&SA as agent, filed as Exhibit 10.51 to AMD's Quarterly Report
on Form 10-Q for the period ended June 27, 1999, is hereby
incorporated by reference.
10.51(a) First Amendment to Loan and Security Agreement, dated as of July
30, 1999, among AMD, AMD International Sales and Service, Ltd.
and Bank of America NT&SA, as agent, filed as Exhibit 10.51(a) to
AMD's Quarterly Report on Form 10-Q for the period ended June 27,
1999, is hereby incorporated by reference.
* 10.52 Agreement, dated as of June 16, 1999, between AMD and Richard
Previte, filed as Exhibit 10.52 to AMD's Quarterly Report on Form
10-Q for the period ended June 27, 1999, is hereby incorporated
by reference.
* 10.53 Agreement, dated as of June 23, 1999, between AMD and Gene
Conner, filed as Exhibit 10.53 to AMD's Quarterly Report on Form
10-Q for the period ended June 27, 1999, is hereby incorporated
by reference.
+* 10.54 Management Continuity Agreement, between AMD and Robert R. Herb.
+* 10.55 Employment Agreement, dated as of January 13, 2000, between AMD
and Hector de J.Ruiz.
+* 10.56 Form of indemnification agreements with officers and directors of
AMD.
+ 13 1999 Annual Report to Stockholders, portions of which have been
incorporated by reference into Parts II and IV of this annual
report.
+ 21 List of AMD subsidiaries.
+ 23 Consent of Ernst & Young LLP, Independent Auditors, refer to page
F-2 herein.
+ 24 Power of Attorney.
+ 27 Financial Data Schedule.
___________________
* 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 with respect to certain portions
of this Exhibit.
+ Previously filed.
12
<PAGE>
AMD will furnish a copy of any exhibit on request and payment of AMD's
reasonable expenses of furnishing such exhibit.
(b) Reports on Form 8-K.
During the fourth quarter of AMD's fiscal year ended December 26, 1999, the
following Reports on the Form 8-K were filed:
. Current Report on Form 8-K dated October 6, 1999 reporting under
Item 5--Other Events was filed announcing AMD's third quarter
earnings.
. Current Report on Form 8-K dated October 6, 1999 reporting under
Item 5--Other Events was filed announcing the intention of AMD to sell
the Communications Group.
. Current Report on Form 8-K dated November 11, 1999 reporting under
Item 5--Other Events was filed announcing expected revenues in the
fourth quarter.
(d) Fujitsu AMD Semiconductor Limited Financial Statements
This Form 10-K/A is being filed to reflect additional information relating to
Fujitsu AMD Semiconductor Limited (FASL), for which the fiscal year end is March
31. FASL, a joint venture formed by AMD and Fujitsu Limited (Fujitsu), was
formed in 1993 for the development and manufacture of non-volatile memory
devices. AMD has a 49.992% interest in FASL, and Fujitsu has the remaining
interest.
<TABLE>
<S> <C>
Statements of Operations for the three years in the period ended March 31, 2000.............................. 14
Balance Sheets at March 31, 2000 and 1999.................................................................... 15
Statements of Stockholders' Equity for the three years in the period ended March 31, 2000.................... 16
Statements of Cash Flows for the three years in the period ended March 31, 2000.............................. 17
Notes to Financial Statements................................................................................ 18
Report of Ernst & Young, Independent Auditors................................................................ 23
</TABLE>
13
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS
FOR THE THREE YEARS ENDED MARCH 31, 2000
------------------------------------------------------------------------------------------------------------------------
(Thousands except share and per share amounts)
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net sales $526,888 $401,130 $483,937
Expenses:
Cost of sales 479,621 351,294 294,849
Selling, general and administrative 51,997 42,633 47,976
-------- -------- --------
531,618 393,927 342,825
-------- -------- --------
Operating income (loss) (4,730) 7,203 141,112
Interest income - 8 24
Interest expense (593) (1,855) (881)
Other expense, net (655) (561) (1,967)
-------- -------- --------
Income (loss) before income taxes (5,978) 4,795 138,288
Provision (benefit) for income taxes (2,361) (6,252) 62,902
-------- -------- --------
Net income (loss) $ (3,617) $ 11,047 $ 75,386
======== ======== ========
Net income (loss) per common share:
Basic $ (5.69) $ 17.37 $ 118.53
Diluted $ (5.69) $ 17.37 $ 118.53
Shares used in per share calculation
Basic 636,000 636,000 636,000
Diluted 636,000 636,000 636,000
</TABLE>
See accompanying notes.
14
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
<TABLE>
<CAPTION>
BALANCE SHEETS
MARCH 31, 2000 AND 1999
-------------------------------------------------------------------------------------------------------
(Thousands except share and per share amounts)
2000 1999
---- ----
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9 $ 8
Deposits with affiliates 22,534 -
Accounts receivable from affiliates 70,561 64,007
Inventories:
Raw materials and supplies 6,406 4,471
Work-in-process 53,990 57,760
Finished goods 1,828 2,339
---------- ----------
Total inventories 62,224 64,570
Deferred tax assets 3,109 -
Other current assets 697 299
---------- ----------
Total current assets 159,134 128,884
Property, plant and equipment:
Equipment 1,183,231 944,936
Buildings 150,099 131,016
Construction in progress 4,823 3,866
---------- ----------
Total property, plant and equipment 1,338,153 1,079,818
Accumulated depreciation (800,160) (507,449)
---------- ----------
Property, plant and equipment, net 537,993 572,369
Other assets 11,050 11,895
---------- ----------
TOTAL $ 708,177 $ 713,148
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable to affiliates $ - $ 114,036
Accounts payable 68,450 34,998
Payables to affiliates 36,053 29,200
Accrued liabilities 6,463 11,307
Income taxes payable 20,725 17
---------- ----------
Total current liabilities 131,691 189,558
Deferred income taxes 53,424 59,610
Other accrued liabilities 1,375 1,269
Commitments - -
Stockholders' equity:
Common stock, par value $500; 800,000 shares authorized;
636,000 shares issued and outstanding in 2000 and 1999 318,790 318,790
Retained earnings 211,361 214,978
Accumulated other comprehensive loss (8,464) (71,057)
---------- ----------
Total stockholders' equity 521,687 462,711
---------- ----------
TOTAL $ 708,177 $ 713,148
========== ==========
</TABLE>
See accompanying notes.
15
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
<TABLE>
<CAPTION>
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE THREE YEARS ENDED MARCH 31, 2000
---------------------------------------------------------------------------------------------------------------
(Thousands except share amounts)
Common Stock
-------------------------- Accumulated
Number Other Total
of Retained Comprehensive Stockholders'
Shares Amount Earnings Loss Equity
------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
March 31, 1997 636,000 $ 318,790 $ 128,545 $ (83,430) $ 363,905
Comprehensive income:
Net income - - 75,386 - 75,386
Other comprehensive loss:
Net change in accumulated translation
adjustment - - - (27,761) (27,761)
-----------
Total comprehensive income - - - - 47,625
------------ ------------ ------------ ------------- -----------
March 31, 1998 636,000 318,790 203,931 (111,191) 411,530
Comprehensive income:
Net income - - 11,047 11,047
Other comprehensive income:
Net change in accumulated translation
adjustment - - - 40,134 40,134
-----------
Total comprehensive income - - - - 51,181
------------ ------------ ------------ ------------- -----------
March 31, 1999 636,000 318,790 214,978 (71,057) 462,711
Comprehensive income:
Net loss - - (3,617) - (3,617)
Other comprehensive income:
Net change in accumulated translation
adjustment - - - 62,593 62,593
-----------
Total comprehensive income - - - - 58,976
------------ ------------ ------------ ------------- -----------
March 31, 2000 636,000 $ 318,790 $ 211,361 $ (8,464) $ 521,687
============ ============ ============ ============= ===========
</TABLE>
See accompanying notes.
16
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS
FOR THE THREE YEARS ENDED MARCH 31, 2000
---------------------------------------------------------------------------------------------------------------------------------
(Thousands)
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (3,617) $ 11,047 $ 75,386
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation 218,081 181,415 146,637
Amortization 368 1,848 1,061
Net loss on disposal of property, plant and equipment 673 179 433
Changes in operating assets and liabilities:
Increase in deposits with an affiliate (21,474) - -
Net (increase) decrease in receivables, inventories,
prepaid expenses and other assets 8,348 5,745 (66,631)
Net increase (decrease) in deferred income tax liabilities (13,601) (7,928) 11,719
Increase (decrease) in income taxes payable 19,732 (32,842) 3,893
Net increase (decrease) in payables
and accrued liabilities 23,969 (79,872) 90,721
--------- --------- ---------
Net cash provided by operating activities 232,479 79,592 263,219
--------- --------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment (109,310) (101,964) (303,834)
Proceeds from sale of property, plant and equipment 242 85 702
--------- --------- ---------
Net cash used in investing activities (109,068) (101,879) (303,132)
--------- --------- ---------
Cash flows from financing activities:
Proceeds from borrowings 342,787 384,884 242,368
Payments on debt (466,200) (374,384) (194,221)
--------- --------- ---------
Net cash provided by (used in) financing activities (123,413) 10,500 48,147
--------- --------- ---------
Net increase (decrease) in cash (2) (11,787) 8,234
Net effect of exchange rate changes on cash 3 342 (848)
Cash at beginning of year 8 11,453 4,067
========= ========= =========
Cash at end of year 9 8 $ 11,453
========= ========= =========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 601 $ 1,910 $ 881
========= ========= =========
Income taxes $ 18 $ 32,608 $ 47,225
========= ========= =========
</TABLE>
See accompanying notes.
17
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
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. FASL also uses a foundry facility in Iwate, Japan. AMD has a 49.992%
interest in FASL, and Fujitsu has the remaining interest.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL YEAR. The Company's fiscal year ends March 31.
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 that have not been recorded
in the legal books of account of the Company but are necessary to conform to
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 for deferred
income taxes, and adjustments stemming from the translation of the Company's
financial statements into the U.S. dollar for reporting purposes.
CASH EQUIVALENTS. Cash equivalents consist of financial instruments which are
readily convertible into cash and have original maturities of three months or
less at the time of acquisition.
FOREIGN CURRENCY TRANSLATION. The functional currency of the Company is the
Japanese yen. Financial statements are translated into the U.S. dollar 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.
REVENUE RECOGNITION. Revenue is recognized from sales when products are shipped
to the customer.
UNIT SELLING PRICE. In June 1999, a new transfer price agreement, which includes
the basis for determining the unit selling price, was approved by the Board of
Directors. Under the old transfer price agreement, the unit selling price to
Fujitsu and AMD was calculated based on a percentage of their ultimate average
selling price at a predetermined, nonnegotiable exchange rate. Under the new
transfer price agreement, the unit selling price is calculated using
approximately 106 percent of cost of sales based on the Commercial Code in
Japan. The change is retroactively applied to the unit selling price of products
shipped on and after April 1, 1999.
18
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
INVENTORIES. Inventories are stated at the lower of actual cost (average method)
or market (net realizable value).
PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment is stated at cost.
Depreciation for U.S. GAAP purposes is provided 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.
NET INCOME (LOSS) PER COMMON SHARE. Net income (loss) per share has been
computed using the weighted-average common shares outstanding. The Company has
no potentially dilutive securities.
NEW ACCOUNTING PRONOUNCEMENTS. In 1999, the Financial Standards Board extended
the adoption date of the Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (FAS 133). FASB
Statement No. 137, "Accounting for Derivative Instruments and Hedging
Activities--Deferral of the Effective Date of FASB Statement No. 133," an
amendment of SFAS 133, defers implementation of SFAS until fiscal years
beginning after June 15, 2000. The Company will adopt FAS 133 in fiscal 2001.
FAS 133 will require the Company to recognize all derivatives on the balance
sheet at a fair value. Derivatives that are not hedges must be adjusted to fair
value. If the derivative is a hedge, depending on the nature of the hedge,
changes in the fair value of derivatives will either be offset against the
change in fair value of the hedged assets, liabilities, or firm commitments
through earnings or recognized in other comprehensive income until the hedged
item is recognized in earnings. The portion of a derivative's change in fair
value is ineffective as a hedge will be immediately recognized in the results of
operations. The Company does not currently use derivative instruments; therefore
SFAS 133 is expected to have no impact on the Company's financial position,
results of operations or cash flows.
In December 1999, the SEC issued Staff Accounting Bulletin No 101, "Revenue
Recognition in Financial Statements" or SAB 101. SAB 101 provides guidance on
the recognition, presentation and disclosure of revenue in financial
statements. In recent actions, the SEC has further delayed the required
implementation date which, for the Company, will be the fourth quarter of fiscal
2000, retroactive to the beginning of the fiscal year. The SEC has indicated
that additional implementation guidance will be forthcoming in the form of
"Frequently Asked Questions," however, such guidance has not been issued to
date. Although the Company cannot fully assess the impact of SAB 101 until the
additional guidance from the SEC is issued, the Company is still in the process
of assessing the impact of SAB 101 on its results of operations, financial
position, and cash flows based upon the most current information.
USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles generally accepted in the United States
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 may differ
from those estimates, and such differences may be material to the financial
statements.
FINANCIAL PRESENTATION. The Company has reclassified certain prior year amounts
on the financial statements to conform to the current year presentation.
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. Under the terms of the
joint venture agreement, FASL production is allocated nearly equally between AMD
and Fujitsu. All of the Company's accounts receivable and sales as of and for
the years ended March 31, 2000, 1999 and 1998 were with these related parties.
FASL made purchases from AMD and Fujitsu totaling $59 million, $49 million and
$62 million in 2000, 1999 and 1998, respectively. At March 31, 2000 and 1999,
FASL owed AMD, Fujitsu and Fujitsu's subsidiaries approximately $36 million and
$142 million, respectively, which consisted of loan, trade and royalty payables.
The Company has an agreement with Fujitsu Capital Limited (FCAP), a wholly owned
19
<PAGE>
FUJITSU AMD SEMICONDUCTOR LIMITED
NOTES TO FINANCIAL STATEMENTS
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. FASL completed
construction of the building for a second Flash memory device wafer fabrication
facility, FASL II, in the third quarter of 1997 at a site contiguous to the
existing FASL facility in Aizu-Wakamatsu, Japan. Equipment installation is in
progress and the facility is expected to cost approximately $1 billion when
fully equipped. Approximately $439 million of the cost of the facility has been
funded as of March 31, 2000. Capital expenditures for FASL II construction to
date have been funded by cash generated from FASL operations and borrowings by
FASL. However, 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 respective interests in FASL. At March
31, 2000, AMD and Fujitsu did not have any loan guarantees outstanding with
respect to such loans. The planned FASL II costs are denominated in yen and are
therefore subject to change due to foreign exchange rate fluctuations.
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. COMPREHENSIVE LOSS
As required under Statement of Financial Accounting Standards No. 130 (SFAS
130), unrealized gains or losses on foreign currency translation adjustments,
are included in other comprehensive loss.
As of March 31, 2000 and March 31, 1999 the components of accumulated other
comprehensive loss, consisting only of cumulative translation adjustments, were
$ 8,464,000 and $71,057,000, respectively.
5. INCOME TAXES
Provision for income taxes consists of:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
(Thousands) 2000 1999 1998
-----------------------------------------------------------
<S> <C> <C> <C>
Current:
Foreign National $ 13,134 $ (226) $33,935
Foreign Local 6,661 (117) 17,248
Deferred:
Foreign National and Local (22,156) (5,909) 11,719
-------- ------- -------
Provision (benefit) for income taxes $ (2,361) $(6,252) $62,902
======== ======= =======
---------------------------------------------------------------------------------------------------------
</TABLE>
Significant components of the Company's deferred tax assets and liabilities as
of March 31, 2000 and 1999 are as follows:
20
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
(Thousands) 2000 1999
--------------------------------------
<S> <C> <C>
Deferred tax assets:
Inventory reserves $ 2,958 $ -
Tax loss carryforward - 5,682
Enterprise tax 1,819 -
Accrued expenses not currently deductible 1,328 2,265
--------- --------
Total deferred tax assets 6,105 7,947
--------- --------
Deferred tax liabilities:
Depreciation (53,895) (65,749)
Sales reserves - (6,752)
Inventory reserves (2,327) (50)
Other (198) (174)
--------- --------
Total deferred tax liabilities 56,420 (72,725)
--------- --------
Net deferred tax liabilities $ (50,315) $(64,778)
========= ========
------------------------------------------------------------------------------------------
</TABLE>
The following is a reconciliation between statutory Japanese income taxes and
the total provision (benefit) for income taxes:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
2000 1999 1998
--------------------------------------------------------------------------------------
(Thousands except percent) Tax Rate Tax Rate Tax Rate
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Statutory income tax provision (benefit) $(2,460) 41.2% $ 2,238 46.7% $ 69,700 50.4%
Permanent book/tax differences 81 (1.4) (55) (1.1) 49 0.0
Inhabitant tax per capita 36 (0.6) 31 0.6 33 0.0
Effect of tax rate change - -- (8,131) (169.6) (5,533) (4.0)
Other (18) 0.3 (335) (7.0) (1,347) (0.9)
------- ------ ------- ------ -------- ------
$(2,361) 39.5% $(6,252) (130.4)% $ 62,902 45.5%
======= ====== ======= ====== ======== ======
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
6. SEGMENT REPORTING
As required by SFAS 131, the Company has determined it has only one principle
business and one reportable segment: non-volatile memory devices. FASL derives
all of its revenues from sales of only one product, Flash memory devices, and is
not organized by multiple operating segments for the purposes of making
operating decisions or assessing performance. Accordingly, the Company operates
in one reportable segment.
The Company derives revenues from its sales to AMD and Fujitsu. All long-lived
assets are located in Japan.
21
<PAGE>
7. COMMITMENTS
At March 31, 2000, the Company had commitments of approximately $154 million for
the purchase and installation of equipment in FASL facilities.
The Company leases the land from Fujitsu under an agreement that expires May 31,
2023. The lease fee is revised every three years based on the fair market value
of the land. In addition, certain manufacturing equipment is used under
operating lease contracts. For each of the next five years and beyond, lease
obligations are:
-----------------------------------------
(Thousands)
Years ending March 31: Leases
-------------
2001 $12,219
2002 7,122
2003 1,112
2004 452
2005 452
2006 and thereafter 8,243
-------
Total $29,600
=======
-----------------------------------------
Rent expense was $12,897,000, $5,402,000 and $1,151,000 in 2000, 1999 and 1998,
respectively.
8. 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.
9. SUBSEQUENT EVENT
On July 20, 2000, FASL broke ground for a third fabrication facility for the
manufacture of Flash memory devices in Aizu-Wakamatsu, Japan. The facility,
designated as JV3, is expected to cost approximately $1.3 billion when fully
equipped. Capital expenditures for JV3 construction to date have been funded by
cash generated from FASL operations and borrowings by FASL.
22
<PAGE>
Report of Independent Auditors
The Board of Directors and Stockholders
Fujitsu AMD Semiconductor Limited
We have audited the accompanying balance sheets of Fujitsu AMD Semiconductor
Limited as of March 31, 2000 and 1999, and the related statements of
operations, stockholders', equity, and cash flows for each of the three years in
the period ended March 31, 2000. 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 audits.
We conducted our audits 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 audits provide a
reasonable basis for our opinion.
We have also reported separately on the financial statements of Fujitsu AMD
Semiconductor Limited for the same years 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, 2000 and 1999, and the results of its operations and its
cash flows for each of the three years in the period ended March 31, 2000 in
conformity with accounting principles generally accepted in the United States of
America.
/s/ Ernst & Young
Tokyo, Japan
September 18, 2000
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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 21, 2000
By: /s/ Francis P. Barton
---------------------------
Francis P. Barton
Senior Vice President,
Chief Financial Officer,
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