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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A-2
(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 31, 2000
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
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ADVANCED MICRO DEVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-1692300
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One AMD Place, Sunnyvale, California 94086
(Address of principal executive offices) (Zip Code)
(408) 732-2400
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
(Name of each exchange
(Title of each class) on which registered)
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$.01 Par Value Common Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
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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 26, 2001.
$7,175,108,834
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
314,747,355 shares as of February 26, 2001.
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DOCUMENTS INCORPORATED BY REFERENCE
(1) Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 2000, 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 26, 2001, are incorporated into Part III hereof.
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AMD, Advanced Micro Devices, AMD-K6, AMD Athlon, AMD Duron and 3DNow! are
either our trademarks or our registered trademarks. Vantis is a trademark of
Lattice Semiconductor Corporation. Microsoft, Windows, Windows NT and MS-DOS
are either registered trademarks or trademarks of Microsoft Corporation. Alpha
is a trademark of Compaq Computer Corporation. Pentium is a registered
trademark of Intel Corporation. Other terms used to identify companies and
products may be trademarks of their respective owners.
Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, Item
14 of the Advanced Micro Devices, Inc. Annual Report on Form 10-K for the year
ended December 31, 2000, is amended and restated as follows:
3
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements
The financial statements listed in the accompanying Index to Consolidated
Financial Statements and Financial Statement Schedule covered by the Report of
Independent Auditors are filed or incorporated by reference as part of this
Annual Report on Form 10-K. The following is a list of such financial
statements:
Page References
----------------------
2000 Annual
Report to
Form 10-K Stockholders
--------- ------------
Report of Ernst & Young LLP, Independent Auditors....... -- 45
Consolidated Statements of Operations for each of the
three years in the period ended December 31, 2000...... -- 23
Consolidated Balance Sheets at December 31, 2000 and
December 26, 1999...................................... -- 24
Consolidated Statements of Stockholders' Equity for each
of the three years in the period ended December 31,
2000................................................... -- 25
Consolidated Statements of Cash Flows for each of the
three years in the period ended December 31, 2000...... -- 26
Notes to Consolidated Financial Statements ............. -- 27-44
2. Financial Statement Schedule
The financial statement schedule listed below is filed as part of this
Annual Report on Form 10-K.
Page References
----------------------
2000 Annual
Report to
Form 10-K Stockholders
--------- ------------
Schedule for the three years in the period ended
December 31, 2000:
Schedule II Valuation and Qualifying Accounts........ F-3 --
All other schedules have been omitted because the required information is
not present or is not present in amounts sufficient to require submission of
the schedules, or because the information required is included in the
Consolidated Financial Statements or Notes thereto. With the exception of the
information specifically incorporated by reference into Parts II and IV of
this Annual Report on Form 10-K, the 2000 Annual Report to Stockholders is not
to be deemed filed as part of this report.
4
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 Corporation 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.
2.4 Reorganization Agreement, dated as of May 21, 2000, by and between AMD
and BoldCo, Inc., filed as Exhibit 2.1 to AMD's Current Report on Form
8-K dated May 21, 2000, is hereby incorporated by reference.
2.5 Recapitalization Agreement, dated as of May 21, 2000, by and between
BraveTwo Acquisition, L.L.C., AMD and BoldCo, Inc., filed as Exhibit
2.2 to AMD's Current Report on Form 8-K dated May 21, 2000, is hereby
incorporated by reference.
3.1 Certificate of Incorporation, as amended, filed as Exhibit 3.1 to
AMD's Amendment No. 1 to its Annual Report on Form 10-K for the fiscal
year ended December 26, 1999, is hereby incorporated by reference.
3.2 By-Laws, as amended, filed as Exhibit 3.2 to AMD's Annual Report on
Form 10-K for the fiscal year ended December 26, 1999, are hereby
incorporated by reference.
3.3 Certificate of Amendment to Restated Certificate of Incorporation
dated May 25, 2000, filed as Exhibit 3.3 to AMD's Quarterly Report on
Form 10-Q for the period ended July 2, 2000, is hereby incorporated by
reference.
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, filed as
Exhibit 4.2(c) to AMD's Annual Report on Form 10-K for the fiscal year
ended December 26, 1999, is hereby incorporated by reference.
5
Exhibit
Number Description of Exhibits
------- -----------------------
4.2(d) Third Supplemental Indenture, dated as of July 28, 2000, between AMD
and the United States Trust Company, as trustee, filed as Exhibit
4.2(d) to AMD's Quarterly Report on Form 10-Q for the period ended
October 1, 2000, is hereby incorporated by reference.
4.3 Intercreditor and Collateral Agent Agreement, dated as of August 1,
1996, among United States Trust Company of New York, as trustee, Bank
of America NT&SA, as agent for the banks under the Credit Agreement
of July 19, 1996, and IBJ Schroder Bank & Trust Company, filed as
Exhibit 4.3 to 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.
4.11 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 ten 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.
*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.
6
Exhibit
Number Description of Exhibits
------- -----------------------
*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.
+*10.12 Amended and Restated Employment Agreement, dated as of November 3,
2000, between AMD and W. J. Sanders III.
+*10.13 AMD 2000 Stock Incentive Plan.
+*10.14 AMD's U.S. Stock Option Program for options granted after April 25,
2000.
+*10.15 Vice President Incentive Program.
*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.
7
Exhibit
Number Description of Exhibits
------- -----------------------
**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.
**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 AMD's Stock Option Program for Employees Outside the U.S. for
options granted after April 25, 2000.
**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, filed as Exhibit 10.25(a) to
AMD's Annual Report on Form 10-K for the fiscal year ended December
26, 1999, is hereby incorporated by reference.
**10.25(b) Amendment 2 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, filed as Exhibit 10.25(b) to
AMD's Quarterly Report on Form 10-Q for the period ended July 2,
2000, is hereby incorporated by reference.
**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 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.
8
Exhibit
Number Description of Exhibits
------- -----------------------
*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.
*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.
*10.36 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.
**10.45 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 .
**10.48(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.
9
Exhibit
Number Description of Exhibits
------- -----------------------
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(a-4) Amendment Agreement No. 3 to the Syndicated Loan Agreement,
dated as of February 20, 2001, among AMD Saxony Manufacturing
GmbH, AMD Saxony Holding GmbH, Dresdner Bank AG, Dresdner Bank
Luxembourg S.A and the banks party thereto.
**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.
10.50(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(f-4) Third Amendment to Sponsors' Support Agreement, dated as of
February 20, 2001, among AMD, AMD Saxony Holding GmbH, Dresdner
Bank AG and Dresdner Bank Luxembourg S.A.
10
Exhibit
Number Description of Exhibits
------- -----------------------
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(j-1) First Amendment to AMD Holding Wafer Purchase Agreement, dated
as of February 20, 2001, between AMD and AMD Saxony Holding
GmbH.
**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(l-3) Second Amendment to AMD Saxonia Wafer Purchase Agreement, dated
as of February 20, 2001, between AMD Saxony Holding GmbH and AMD
Saxony Manufacturing GmbH.
**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.
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.
11
Exhibit
Number Description of Exhibits
------- -----------------------
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.
+10.51(a-1) Second Amendment to Loan and Security Agreement, dated as of
February 12, 2001, among AMD, AMD International Sales and
Service, Ltd. and Bank of America N.A. (formerly Bank of America
NT&SA), as agent.
*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.
*10.54 Management Continuity Agreement, between AMD and Robert R. Herb,
filed as Exhibit 10.54 to AMD's Annual Report on Form 10-K for
the fiscal year ended December 26, 1999, is hereby incorporated
by reference.
*10.55 Employment Agreement, dated as of January 13, 2000, between AMD
and Hector de J. Ruiz, filed as Exhibit 10.55 to AMD's Annual
Report on form 10-K for the fiscal year ended December 26, 1999,
is hereby incorporated by reference.
*10.56 Form of indemnification agreements with officers and directors of
AMD, filed as Exhibit 10.56 to AMD's Annual Report on Form 10-K
for the fiscal year ended December 26, 1999, is hereby
incorporated by reference.
*10.57 Employment Agreement, dated as of September 27, 2000, between AMD
and Robert J. Rivet, filed as Exhibit 10.57 to AMD's Quarterly
Report on Form 10-Q for the period ended October 1, 2000, is
hereby incorporated by reference.
13 Pages 8 through 47 of AMD's 2000 Annual Report to Stockholders,
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.
+24 Power of Attorney.
- --------
* Management contracts and compensatory plans or arrangements required to be
filed as an Exhibit to comply with Item 14(a)(3) of Form 10-K.
** 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.
AMD will furnish a copy of any exhibit on request and payment of AMD's
reasonable expenses of furnishing such exhibit.
12
(b) Reports on Form 8-K.
1. A Current Report on Form 8-K dated October 11, 2000 reporting under Item
5--Other Events was filed announcing AMD's third quarter earnings.
2. A Current Report on Form 8-K dated December 11, 2000 reporting under
Item 5--Other Events was filed with respect to expected financial
results for the fourth quarter ended December 31, 2000.
13
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.
April 16, 2001
/s/ Robert J. Rivet
By: _________________________________
Robert J. Rivet
Senior Vice President,
Chief Financial Officer
14