1
 
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            ------------------------
 
   
                              FORM 10-K/A (NO. 1)
    
 
     (MARK ONE)
 
   
                /X/ AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO
          SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.
    
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 26, 1993
 
/ / 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
           SUNNYVALE, CALIFORNIA                                  94088-3453
  (Address of principal executive offices)                        (Zip Code)

 
       Registrant's telephone number, including area code: (408) 732-2400
                            ------------------------
 
          Securities registered pursuant to Section 12(b) of the Act:
 

                                              
                                                          (NAME OF EACH EXCHANGE ON
           (TITLE OF EACH CLASS)                              WHICH REGISTERED)
        $.01 PAR VALUE COMMON STOCK                        NEW YORK STOCK EXCHANGE
      PREFERRED STOCK PURCHASE RIGHTS                      NEW YORK STOCK EXCHANGE
    DEPOSITARY CONVERTIBLE EXCHANGEABLE                    NEW YORK STOCK EXCHANGE
              PREFERRED SHARES

 
                            ------------------------
 
          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    No
                                                                        X
     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 nonaffiliates as of February 28, 1994.
 
                                 $1,980,075,847
 
     Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
                   92,627,503 SHARES AS OF FEBRUARY 28, 1994.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
(1) Portions of the Annual Report to Shareholders for the fiscal year ended
    December 26, 1993, are incorporated into Parts I, II and IV hereof.
 
(2) Portions of the Proxy Statement dated on or before March 27, 1994, for the
    Annual Meeting of Stockholders to be held on April 27, 1994 are incorporated
    into Part III hereof.
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   2
 
                                    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 Schedules Covered by Report of
Independent Auditors are filed or incorporated by reference as part of this
annual report. The following is a list of such Financial Statements:
 


                                                                               PAGE REFERENCES
                                                                             -------------------
                                                                                    1993 ANNUAL
                                                                             FORM    REPORT TO
                                                                             10-K   STOCKHOLDERS
                                                                             ----   ------------
                                                                              
Report of Independent Auditors.............................................   --    29
Consolidated Statements of Operations for each of the three fiscal years in
  the
  period ended December 26, 1993...........................................   --    17
Consolidated Balance Sheets at December 27, 1992 and December 26, 1993.....   --    18
Consolidated Statements of Cash Flows for each of the three fiscal years in
  the
  period ended December 26, 1993...........................................   --    19
Notes to consolidated financial statements.................................   --    20-28
Supplementary financial data:
  Fiscal years 1992 and 1993 by quarter (unaudited)........................   --    30-31

 
   2. Financial Statement Schedules
 
     The financial statement schedules listed in the accompanying Index to
Consolidated Financial Statements and Financial Statement Schedules Covered by
Report of Independent Auditors are filed or incorporated by reference as part of
this annual report. The following is a list of such Financial Statement
Schedules:
 


                                                                                PAGE REFERENCES
                                                                              -------------------
                                                                                     1993 ANNUAL
                                                                              FORM    REPORT TO
                                                                              10-K   STOCKHOLDERS
                                                                              ----   ------------
                                                                            
I       Marketable Securities...............................................  F-3         --
II      Amounts receivable from officers and employees......................  F-4         --
V       Property, plant and equipment.......................................  F-5         --
        Accumulated depreciation and amortization of property, plant and
VI      equipment...........................................................  F-6         --
VIII    Valuation and qualifying accounts...................................  F-7         --
X       Supplementary operations statement information......................  F-8         --

 
                                        1
   3
 
3. EXHIBITS
 
     The exhibits listed in the accompanying Index to Exhibits are filed or
incorporated by reference as part of this annual report. The following is a list
of such Exhibits:
 


 EXHIBIT
  NUMBER                                   DESCRIPTION OF EXHIBITS
- - ----------       ----------------------------------------------------------------------------
              
       3.1       Certificate of Incorporation, as amended, filed as Exhibit 3.1 to the
                 Corporation's Annual Report on Form 10-K for the fiscal period ended
                 December 27, 1987, is hereby incorporated by reference.
       3.2       Certificate of Designations for Convertible Exchangeable Preferred Shares,
                 filed as Exhibit 3.2 to the Corporation's Annual Report on Form 10-K for the
                 fiscal year ended March 27, 1987, is hereby incorporated by reference.
       3.3       Certificate of Designations for Series A Junior Participating Preferred
                 Stock, filed as Exhibit 3.3 to the Corporation's Annual Report on Form 10-K
                 for the fiscal year ended December 31, 1989, is hereby incorporated by
                 reference.
       3.4       By-Laws, as amended, filed as Exhibit 3.4 to the Corporations Annual Report
                 on Form 10-K for the fiscal year ended December 27, 1992, is hereby
                 incorporated by reference.
       4.1       Deposit Agreement with respect to the $30 Convertible Exchangeable Preferred
                 Shares, filed as Exhibit 4.3 to the Corporation's Annual Report on Form 10-K
                 for the fiscal year ended March 29, 1987, is hereby incorporated by
                 reference.
       4.2       Indenture with respect to the 6% Convertible Subordinated Debentures due in
                 2012, filed as Exhibit 4.4 to the Corporation's Annual Report on Form 10-K
                 for the fiscal year ended March 29, 1987, is hereby incorporated by
                 reference.
       4.3       The Corporation hereby agrees to file on request of the Commission a copy of
                 all instruments not otherwise filed with respect to long-term debt of the
                 Corporation or any of its subsidiaries for which the total amount of
                 securities authorized under such instruments does not exceed 10% of the
                 total assets of the Corporation and its subsidiaries on a consolidated
                 basis.
       4.4       Rights Agreement between the Corporation and Bank of America N.T. & S.A.,
                 filed as Exhibit 4.1 to the Corporation's Current Report on Form 8-K dated
                 February 7, 1990, is hereby incorporated by reference.
     *10.1       AMD 1982 Stock Option Plan, as amended.
     *10.2       AMD 1986 Stock Option Plan, as amended.
     *10.3       AMD 1992 Stock Incentive Plan, as amended.
     *10.4       AMD 1980 Stock Appreciation Rights Plan, as amended.
     *10.5       AMD 1986 Stock Appreciation Rights Plan, as amended.
     *10.6       MMI 1975 Stock Option Plan, as amended, filed as Exhibit 10.6 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended December
                 29, 1991, is hereby incorporated by reference.
     *10.7       MMI 1981 Incentive Stock Option Plan, as amended.
     *10.8       Forms of Stock Option Agreements, filed as Exhibit 10.8 to the Corporation's
                 Annual Report on Form 10-K for the fiscal year ended December 29, 1991, is
                 hereby incorporated by reference.
     *10.9       Form of Limited Stock Appreciation Rights Agreement, filed as Exhibit 4.11
                 to the Corporation's Registration Statement on Form S-8 (No. 33-26266) is
                 hereby incorporated by reference.
    *10.10       AMD 1987 Restricted Stock Award Plan, as amended.

 
                                        2
   4
 


 EXHIBIT
  NUMBER                                   DESCRIPTION OF EXHIBITS
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    *10.11       Forms of Restricted Stock Agreements, filed as Exhibit 10.11 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended December
                 29, 1991, is hereby incorporated by reference.
    *10.12       Resolution of Board of Directors on September 9, 1981, regarding
                 acceleration of vesting of all outstanding stock options and associated
                 limited stock appreciation rights held by officers under certain
                 circumstances, filed as Exhibit 10.10 to the Corporation's Annual Report on
                 Form 10-K for fiscal year ended March 31, 1985, is hereby incorporated by
                 reference.
    *10.13(a)    Employment Agreement dated July 1, 1991, between the Corporation and W. J.
                 Sanders III, filed as Exhibit 10.1 to the Corporation's Form 8-K dated
                 September 3, 1991, is hereby incorporated by reference.
    *10.13(b)    Amendment dated August 27, 1991, to Employment Agreement between the
                 Corporation and W. J. Sanders III, filed as Exhibit 10.2 to the
                 Corporation's Form 8-K dated September 3, 1991, is hereby incorporated by
                 reference.
    *10.14       Management Continuity Agreement between the Corporation and W. J. Sanders
                 III, filed as Exhibit 10.14 to the Corporation's Annual Report on Form 10-K
                 for the fiscal year ended December 29, 1991, is hereby incorporated by
                 reference.
    *10.15       Bonus Agreement between the Corporation and Richard Previte, filed as
                 Exhibit 10.15 to the Corporation's Annual Report on Form 10-K for the fiscal
                 year ended December 29, 1991, is hereby incorporated by reference.
    *10.16       Executive Bonus Plan, filed as Exhibit 10.16 to the Corporation's Annual
                 Report on Form 10-K for the fiscal year ended December 29, 1991, is hereby
                 incorporated by reference.
    *10.17       Bonus Agreement between the Corporation and Anthony B. Holbrook, filed as
                 Exhibit 10.17 for the fiscal year ended December 27, 1992, is hereby
                 incorporated by reference.
    *10.18       Form of Bonus Deferral Agreement, filed as Exhibit 10.12 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended March 30,
                 1986, is hereby incorporated by reference.
    *10.19       Form of Executive Deferral Agreement, filed as Exhibit 10.17 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended December
                 31, 1989, is hereby incorporated by reference.
    *10.20       Director Deferral Agreement of R. Gene Brown, filed as Exhibit 10.18 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended December
                 31, 1989, is hereby incorporated by reference.
     10.21       License Agreement with Western Electric Company, Incorporated, filed as
                 Exhibit 10.5 to the Corporation's Annual Report on Form 10-K for fiscal year
                 ended 1979, is hereby incorporated by reference.
     10.22       Intellectual Property Agreements with Intel Corporation, filed as Exhibit
                 10.21 to the Corporation's Annual Report on Form 10-K for the fiscal year
                 ended December 29, 1991, is hereby incorporated by reference.
     10.23       Award of Arbitrator in Case No. 626879 between the Corporation and Intel
                 Corporation, filed as Exhibit 28.2 on Form 8-K dated February 24, 1992, is
                 hereby incorporated by reference.
     10.24       Form of Indemnification Agreements with former officers of Monolithic
                 Memories, Inc., filed as Exhibit 10.22 to the Corporation's Annual Report on
                 Form 10-K for the fiscal year ended December 27, 1987, is hereby
                 incorporated by reference.

 
                                        3
   5
 


 EXHIBIT
  NUMBER                                   DESCRIPTION OF EXHIBITS
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     10.25       Agreement and Plan of Reorganization between Monolithic Memories Inc., the
                 Corporation and Advanced Micro Devices Merger Corporation, filed as Annex A
                 to the Corporation's Amendment No. 1 to Registration Statement on Form S-4
                 (No. 33-15015), dated June 25, 1987, is hereby incorporated by reference.
    *10.26       Form of Management Continuity Agreement, filed as Exhibit 10.25 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended December
                 29, 1991, is hereby incorporated by reference.
   **10.27(a)    Joint Venture Agreement between the Corporation and Fujitsu Limited.
   **10.27(b)    Technology Cross-License Agreement between the Corporation and Fujitsu
                 Limited.
   **10.27(c)    AMD Investment Agreement between the Corporation and Fujitsu Limited.
   **10.27(d)    Fujitsu Investment Agreement between the Corporation and Fujitsu Limited.
   **10.27(e)    Joint Venture License Agreement between the Corporation and Fujitsu Limited.
   **10.27(f)    Joint Development Agreement between the Corporation and Fujitsu Limited.
     10.28       Credit Agreement dated as of January 4, 1993, among Advanced Micro Devices,
                 Inc., Bank of America National Trust and Savings Association as Agent, The
                 First National Bank of Boston as Co-Agent, filed as Exhibit 10.27 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended December
                 27, 1992, is hereby incorporated by reference.
     10.29(a)    Amended and Restated Guaranty dated as of January 4, 1993, by Advanced Micro
                 Devices, Inc. in favor of CIBC Inc., filed as Exhibit 10.28(a) to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended December
                 27, 1992, is hereby incorporated by reference.
     10.29(b)    Building Lease by and between CIBC Inc. and AMD International Sales &
                 Service, Ltd. dated as of September 22, 1992, filed as Exhibit 10.28(b) to
                 the Corporation's Annual Report on Form 10-K for the fiscal year ended
                 December 27, 1992, is hereby incorporated by reference.
     10.29(c)    First Amendment to Building Lease dated December 22, 1992, by and between
                 CIBC Inc. and AMD International Sales & Service, Ltd., filed as Exhibit
                 10.28(c) to the Corporation's Annual Report on Form 10-K for the fiscal year
                 ended December 27, 1992, is hereby incorporated by reference.
     10.29(d)    Land Lease by and between CIBC Inc. and AMD International Sales & Service,
                 Ltd. dated as of September 22, 1992, filed as Exhibit 10.28(d) to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended December
                 27, 1992, is hereby incorporated by reference.
     10.29(e)    First Amendment to Land Lease dated December 22, 1992, by and between CIBC
                 Inc. and AMD International Sales & Service, Ltd., filed as Exhibit 10.28(e)
                 to the Corporation's Annual Report on Form 10-K for the fiscal year ended
                 December 27, 1992, is hereby incorporated by reference.
    *10.30       Executive Savings Plan.
    *10.31       Form of Split Dollar Agreement.
    *10.32       Form of Collateral Security Assignment Agreement.
    *10.33       Forms of Stock Option Agreements to the 1992 Stock Incentive Plan, filed as
                 Exhibit 4.3 to the Corporation's Registration Statement on Form S-8 (No.
                 33-46577) is hereby incorporated by reference.
    *10.34       1992 United Kingdom Share Option Scheme, Filed as Exhibit 4.2 to the
                 Corporation's Registration on Form S-8 (No. 33-46577) is hereby incorporated
                 by reference.

 
                                        4
   6
 


 EXHIBIT
  NUMBER                                   DESCRIPTION OF EXHIBITS
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      11.1       Statement re computation of per share earnings.
       13.       1993 Annual Report to Stockholders which has been incorporated by reference
                 into Parts I, II and IV of this annual report. To the extent filed, refer to
                 the front page hereinabove.
       22.       List of AMD subsidiaries.
       24.       Consent of Independent Auditors, refer to page F-2 hereinabove.
       25.       Power of Attorney.

 
     The Corporation will furnish a copy of any exhibit on request and payment
of the Corporation's reasonable expenses of furnishing such exhibit.
 
     * Management contracts and compensatory plans or arrangements required to
be filed as an Exhibit to comply with Item 14(a)(3).
 
   
     ** Confidential treatment has been requested as to certain portions of
these Exhibits. Amendment No. 1 to this Report includes copies of these Exhibits
which contain certain information not included in the copies filed with the
original Report.
    
 
   
     (b) Reports on Form 8-K.
    
 
          1. A current Report on Form 8-K dated January 27, 1994, was filed
     announcing an agreement with Compaq Computer Corporation.
 
          2. A current Report on Form 8-K dated February 10, 1994, was filed
     announcing an agreement with Digital Equipment Corporation.
 
                                        5
   7
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to report on
Form 10-K to be signed on its behalf by the undersigned, thereunto duly
authorized.
    
 
                                          ADVANCED MICRO DEVICES, INC.
                                          Registrant
 
   
May 3, 1994                               By: /s/  MARVIN D. BURKETT
                                            Marvin D. Burkett
    
                                          Senior Vice President, Chief
                                          Administrative
                                          Officer and Secretary; Chief Financial
                                          Officer
                                          and Treasurer
   8
 
                          ADVANCED MICRO DEVICES, INC.
                            ------------------------
 
                               INDEX TO EXHIBITS
                                (ITEM 14(A)(3))
 


 EXHIBIT
  NUMBER                                    DESCRIPTION
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       3.1       Certificate of Incorporation, as amended, filed as Exhibit 3.1 to
                 the Corporation's Annual Report on Form 10-K for the fiscal period
                 ended December 27, 1987, is hereby incorporated by reference.
       3.2       Certificate of Designations for Convertible Exchangeable Preferred
                 Shares, filed as Exhibit 3.2 to the Corporation's Annual Report on
                 Form 10-K for the fiscal year ended March 27, 1987, is hereby
                 incorporated by reference.
       3.3       Certificate of Designations for Series A Junior Participating
                 Preferred Stock, filed as Exhibit 3.3 to the Corporation's Annual
                 Report on Form 10-K for the fiscal year ended December 31, 1989,
                 is hereby incorporated by reference.
       3.4       By-Laws, as amended, filed as Exhibit 3.4 to the Corporation's
                 Annual Report on Form 10-K for the fiscal year ended December 27,
                 1992, is hereby incorporated by reference.
       4.1       Deposit Agreement with respect to the $30 Convertible Exchangeable
                 Preferred Shares, filed as Exhibit 4.3 to the Corporation's Annual
                 Report on Form 10-K for the fiscal year ended March 29, 1987, is
                 hereby incorporated by reference.
       4.2       Indenture with respect to the 6% Convertible Subordinated
                 Debentures due in 2012, filed as Exhibit 4.4 to the Corporation's
                 Annual Report on Form 10-K for the fiscal year ended March 29,
                 1987, is hereby incorporated by reference.
       4.3       The Corporation hereby agrees to file on request of the Commission
                 a copy of all instruments not otherwise filed with respect to
                 long-term debt of the Corporation or any of its subsidiaries for
                 which the total amount of securities authorized under such
                 instruments does not exceed 10% of the total assets of the
                 Corporation and its subsidiaries on a consolidated basis.
       4.4       Rights Agreement between the Corporation and Bank of America N.T.
                 & S.A., filed as Exhibit 4.1 to the Corporation's Current Report
                 on Form 8-K dated February 7, 1990, is hereby incorporated by
                 reference.
     *10.1       AMD 1982 Stock Option Plan, as amended.
     *10.2       AMD 1986 Stock Option Plan, as amended.
     *10.3       AMD 1992 Stock Incentive Plan, as amended.
     *10.4       AMD 1980 Stock Appreciation Rights Plan, as amended.
     *10.5       AMD 1986 Stock Appreciation Rights Plan.
     *10.6       MMI 1975 Stock Option Plan, as amended, filed as Exhibit 10.6 to
                 the Corporation's Annual Report on Form 10-K for the fiscal year
                 ended December 29, 1991, is hereby incorporated by reference.
     *10.7       MMI 1981 Incentive Stock Option Plan, as amended.
     *10.8       Forms of Stock Option Agreements, filed as Exhibit 10.8 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended
                 December 29, 1991, is hereby incorporated by reference.
     *10.9       Form of Limited Stock Appreciation Rights Agreement, filed as
                 Exhibit 4.11 to the Corporation's Registration Statement on Form
                 S-8 (No. 33-26266) is hereby incorporated by reference.
    *10.10       AMD 1987 Restricted Stock Award Plan, as amended.
    *10.11       Forms of Restricted Stock Agreements, filed as Exhibit 10.11 to
                 the Corporation's Annual Report on Form 10-K for the fiscal year
                 ended December 29, 1991, is hereby incorporated by reference.

   9
 


 EXHIBIT
  NUMBER                                    DESCRIPTION
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    *10.12       Resolution of Board of Directors on September 9, 1981, regarding
                 acceleration of vesting of all outstanding stock options and
                 associated limited stock appreciation rights held by officers
                 under certain circumstances, filed as Exhibit 10.10 to the
                 Corporation's Annual Report on Form 10-K for fiscal year ended
                 March 31, 1985, is hereby incorporated by reference.
    *10.13(a)    Employment Agreement dated July 1, 1991, between the Corporation
                 and W. J. Sanders III, filed as Exhibit 10.1 to the Corporation's
                 Form 8-K dated September 3, 1991, is hereby incorporated by
                 reference.
    *10.13(b)    Amendment dated August 27, 1991, to Employment Agreement between
                 the Corporation and W. J. Sanders III, filed as Exhibit 10.2 to
                 the Corporation's Form 8-K dated September 3, 1991, is hereby
                 incorporated by reference.
    *10.14       Management Continuity Agreement between the Corporation and W. J.
                 Sanders III, filed as Exhibit 10.14 to the Corporation's Annual
                 Report on Form 10-K for the fiscal year ended December 29, 1991,
                 is hereby incorporated by reference.
    *10.15       Bonus Agreement between the Corporation and Richard Previte, filed
                 as Exhibit 10.15 to the Corporation's Annual Report on Form 10-K
                 for the fiscal year ended December 29, 1991, is hereby
                 incorporated by reference.
    *10.16       Executive Bonus Plan, filed as Exhibit 10.16 to the Corporation's
                 Annual Report on Form 10-K for the fiscal year ended December 29,
                 1991, is hereby incorporated by reference.
    *10.17       Bonus Agreement between the Corporation and Anthony B. Holbrook,
                 filed as Exhibit 10.17 for the fiscal year ended December 27,
                 1992, is hereby incorporated by reference.
    *10.18       Form of Bonus Deferral Agreement, filed as Exhibit 10.12 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended
                 March 30, 1986, is hereby incorporated by reference.
    *10.19       Form of Executive Deferral Agreement, filed as Exhibit 10.17 to
                 the Corporation's Annual Report on Form 10-K for the fiscal year
                 ended December 31, 1989, is hereby incorporated by reference.
    *10.20       Director Deferral Agreement of R. Gene Brown, filed as Exhibit
                 10.18 to the Corporation's Annual Report on Form 10-K for the
                 fiscal year ended December 31, 1989, is hereby incorporated by
                 reference.
    *10.21       License Agreement with Western Electric Company, Incorporated,
                 filed as Exhibit 10.5 to the Corporation's Annual Report on Form
                 10-K for fiscal year ended 1979, is hereby incorporated by
                 reference.
     10.22       Intellectual Property Agreements with Intel Corporation, filed as
                 Exhibit 10.21 to the Corporation's Annual Report on Form 10-K for
                 the fiscal year ended December 29, 1991, is hereby incorporated by
                 reference.
     10.23       Award of Arbitrator in Case No. 626879 between the Corporation and
                 Intel Corporation, filed as Exhibit 28.2 on Form 8-K dated
                 February 24, 1992, is hereby incorporated by reference.
     10.24       Form of Indemnification Agreements with former officers of
                 Monolithic Memories, Inc., filed as Exhibit 10.22 to the
                 Corporation's Annual Report on Form 10-K for the fiscal year ended
                 December 27, 1987, is hereby incorporated by reference.
     10.25       Agreement and Plan of Reorganization between Monolithic Memories
                 Inc., the Corporation and Advanced Micro Devices Merger
                 Corporation, filed as Annex A to the Corporation's Amendment No. 1
                 to Registration Statement on Form S-4 (No. 33-15015), dated June
                 25, 1987, is hereby incorporated by reference.
    *10.26       Form of Management Continuity Agreement, filed as Exhibit 10.25 to
                 the Corporation's Annual Report on Form 10-K for the fiscal year
                 ended December 29, 1991, is hereby incorporated by reference.
   **10.27(a)    Joint Venture Agreement between the Corporation and Fujitsu
                 Limited.
   **10.27(b)    Technology Cross-License Agreement between the Corporation and
                 Fujitsu Limited.

   10
 


 EXHIBIT
  NUMBER                                    DESCRIPTION
- - ----------       ------------------------------------------------------------------
                                                                               
   **10.27(c)    AMD Investment Agreement between the Corporation and Fujitsu
                 Limited.
   **10.27(d)    Fujitsu Investment Agreement between the Corporation and Fujitsu
                 Limited.
   **10.27(e)    Joint Venture License Agreement between the Corporation and
                 Fujitsu Limited.
   **10.27(f)    Joint Development Agreement between the Corporation and Fujitsu
                 Limited.
     10.28       Credit Agreement dated as of January 4, 1993, among Advanced Micro
                 Devices, Inc., Bank of America National Trust and Savings
                 Association as Agent, The First National Bank of Boston as
                 Co-Agent, filed as Exhibit 10.27 to the Corporation's Annual
                 Report on Form 10-K for the fiscal year ended December 27, 1992,
                 is hereby incorporated by reference.
     10.29(a)    Amended and Restated Guaranty dated as of January 4, 1993, by
                 Advanced Micro Devices, Inc. in favor of CIBC Inc., filed as
                 Exhibit 10.28(a) to the Corporation's Annual Report on Form 10-K
                 for the fiscal year ended December 27, 1992, is hereby
                 incorporated by reference.
     10.29(b)    Building Lease by and between CIBC Inc. and AMD International
                 Sales & Service, Ltd. dated as of September 22, 1992, filed as
                 Exhibit 10.28(b) to the Corporation's Annual Report on Form 10-K
                 for the fiscal year ended December 27, 1992, is hereby
                 incorporated by reference.
     10.29(c)    First Amendment to Building Lease dated December 22, 1992, by and
                 between CIBC Inc. and AMD International Sales & Service, Ltd.,
                 filed as Exhibit 10.28(c) to the Corporation's Annual Report on
                 Form 10-K for the fiscal year ended December 27, 1992, is hereby
                 incorporated by reference.
     10.29(d)    Land Lease by and between CIBC Inc. and AMD International Sales &
                 Service, Ltd. dated as of September 22, 1992, filed as Exhibit
                 10.28(d) to the Corporation's Annual Report on Form 10-K for the
                 fiscal year ended December 27, 1992, is hereby incorporated by
                 reference.
     10.29(e)    First Amendment to Land Lease dated December 22, 1992, by and
                 between CIBC Inc. and AMD International Sales & Service, Ltd.,
                 filed as Exhibit 10.28(e) to the Corporation's Annual Report on
                 Form 10-K for the fiscal year ended December 27, 1992, is hereby
                 incorporated by reference.
    *10.30       Executive Savings Plan.
    *10.31       Form of Split Dollar Agreement.
    *10.32       Form of Collateral Security Assignment Agreement.
    *10.33       Forms of Stock Option Agreements to the 1992 Stock Incentive Plan,
                 filed as Exhibit 4.3 to the Corporation's Registration Statement
                 on Form S-8 (No. 33-46577) is hereby incorporated by reference.
    *10.34       1992 United Kingdom Share Option Scheme, Filed as Exhibit 4.2 to
                 the Corporation's Registration on Form S-8 (No. 33-46577) is
                 hereby incorporated by reference.
      11.1       Statement re computation of per share earnings.
       13.       1993 Annual Report to Stockholders which have been incorporated by
                 reference into Parts I, II, and IV of this annual report. To the
                 extent filed, refer to the front page hereinabove.
       22.       List of AMD subsidiaries.
       24.       Consent of Independent Auditors, refer to page F-2 hereinabove.
       25.       Power of Attorney.

 
   
     Exhibits 10.27(a)-(f) are the only Exhibits attached to Amendment No. 1 to
this Report.
    
 
   
     The Corporation will furnish a copy of any exhibit on request and payment
of the Corporation's reasonable expenses of furnishing such exhibit.
    
 
 * Management contracts and compensatory plans or arrangements required to be
   filed as an Exhibit to comply with Item 14(a)(3).
 
   
** Confidential treatment has been requested as to certain portions of these
   Exhibits. The exhibits to Amendment No. 1 to this Report contain certain
   information not included in Exhibits 10.27(a)-(f) of the original report.