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FORM 10-K ADVANCED MICRO DEVICES INC - amd Filed: March 20, 1997 (period: December 29, 1996) Annual report which provides a comprehensive overview of the company for the past year Table of Contents 10-K - FORM 10-K PART I Item 1. Business.............................................................................. 3 PART I Item 2. Properties............................................................................ 14 PART I Item 3. Legal Proceedings..................................................................... 15 PART I Item 4. Submission of Matters to a Vote of Security Holders................................... 16 PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters.............. 17 PART II Item 6. Selected Financial Data............................................................... 18 PART II Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 18 PART II Item 8. Financial Statements and Supplementary Data........................................... 18 PART II Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.. 18 PART III Item 10. Directors and Executive Officers of the Registrant.................................... 18 PART III Item 11. Executive Compensation................................................................ 18 PART III Item 12. Security Ownership of Certain Beneficial Owners and Management........................ 18 PART III Item 13. Certain Relationships and Related Transactions........................................ 18 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...................... 19 PART I ITEM 1. BUSINESS ITEM 2. PROPERTIES ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K SIGNATURES ITEM 14(A) (1) AND (2) EX-10.11 (1996 STOCK INCENTIVE PLAN) EX-10.23E (FIRST AMENDMENT TO FUJITSU INVESTMENT AGMT) EX-10.23F (SECOND AMENDMENT TO FUJITSU INVESTMENT AGMT) EX-10.36 (1995 STOCK PLAN OF NEXGEN) EX-10.49A (DESIGN/BUILD AGMT DATED 11/15/96) EX-10.49B (AMENDMENT TO DESIGN/BUILD AGMT DATED 1/16/97) EX-11 (COMPUTATION OF PER SHARE EARNINGS) EX-13 (ANNUAL REPORT FOR 1996) EX-21 (LIST OF SUBSIDIARIES) EX-24 (POWER OF ATTORNEY) EX-27 (FINANCIAL DATA SCHEDULE) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (MARK ONE) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 29, 1996 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 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 OF (IRS EMPLOYER 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) --------------------- ---------------------- $.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. [_] Aggregate market value of the voting stock held by nonaffiliates as of February 25, 1997. $5,068,372,307 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 138,952,155 shares as of February 25, 1997. - ------------------------------------------------------------------------------- DOCUMENTS INCORPORATED BY REFERENCE (1) Portions of the Annual Report to Stockholders for the fiscal year ended December 29, 1996, are incorporated into Parts II and IV hereof. (2) Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held on April 24, 1997, are incorporated into Part III hereof. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997 ADVANCED MICRO DEVICES, INC. FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 29, 1996 TABLE OF CONTENTS PAGE ---- PART I Item 1. Business.............................................................................. 3 Item 2. Properties............................................................................ 14 Item 3. Legal Proceedings..................................................................... 15 Item 4. Submission of Matters to a Vote of Security Holders................................... 16 Executive Officers of the Registrant.................................................. 16 PART II Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters.............. 17 Item 6. Selected Financial Data............................................................... 18 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 18 Item 8. Financial Statements and Supplementary Data........................................... 18 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.. 18 PART III Item 10. Directors and Executive Officers of the Registrant.................................... 18 Item 11. Executive Compensation................................................................ 18 Item 12. Security Ownership of Certain Beneficial Owners and Management........................ 18 Item 13. Certain Relationships and Related Transactions........................................ 18 PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K...................... 19 AMD, the AMD logo, and combinations thereof, Advanced Micro Devices and NexGen, are either registered trademarks or trademarks of Advanced Micro Devices, Inc. Other terms used to identify companies and products may be trademarks of their respective owners. Am486, K86, K86 RISC SUPERSCALAR, AMD- K5, AMD-K6, SLAC and Am29000 are trademarks of Advanced Micro Devices, Inc. Microsoft, MS-DOS, Windows and Windows NT are either registered trademarks or trademarks of Microsoft Corporation. 2 Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997 PART I ITEM 1. BUSINESS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS THE STATEMENTS IN THIS REPORT THAT ARE FORWARD-LOOKING ARE BASED ON CURRENT EXPECTATIONS AND BELIEFS AND INVOLVE NUMEROUS RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. THE FORWARD-LOOKING STATEMENTS RELATE TO OPERATING RESULTS, CASH FLOWS, REALIZATION OF NET DEFERRED TAX ASSETS, CAPITAL EXPENDITURES AND ADEQUACY OF RESOURCES TO FUND OPERATIONS AND CAPITAL INVESTMENTS; FUTURE BUSINESS PROSPECTS FOR MICROPROCESSORS, FLASH MEMORY DEVICE PRODUCTS AND OTHER PRODUCT LINES; THE EFFECT OF FOREIGN EXCHANGE CONTRACTS AND INTEREST RATE SWAPS; THE DEVELOPMENT, VALIDATION, CERTIFICATION, INTRODUCTION, MARKET ACCEPTANCE AND PRICING OF THE K86 PRODUCTS; THE COMPANY'S COMMITMENT TO RESEARCH AND DEVELOPMENT; THE EFFECTIVE UTILIZATION OF FAB 25 (AS DEFINED BELOW); AND PROJECTS WHICH ARE PROPOSED OR UNDER CONSTRUCTION IN JAPAN, GERMANY AND CHINA. FOR A DISCUSSION OF THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY, SEE SUCH OTHER RISKS AND UNCERTAINTIES AS SET FORTH BELOW IN THIS REPORT OR DETAILED IN THE COMPANY'S OTHER SECURITIES AND EXCHANGE COMMISSION REPORTS AND FILINGS. GENERAL Advanced Micro Devices, Inc. was incorporated under the laws of the state of Delaware on May 1, 1969. The Company's mailing address and executive offices are located at One AMD Place, Sunnyvale, California 94086, and its telephone number is (408) 732-2400. Unless otherwise indicated, the terms "Company," "AMD" and "Registrant" in this report refer to Advanced Micro Devices, Inc. and its subsidiaries. AMD is a semiconductor manufacturer with manufacturing facilities in the U.S. and Asia and sales offices throughout the world.

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