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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 (Amendment No. 1)
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2005
 or
 o
    
    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 000-50397
 AMIS Holdings, Inc.
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    51-0309588
(I.R.S. Employer Identification No.)2300 Buckskin RoadPocatello, ID
    
    83201(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code (208) 233-4690
 Securities registered pursuant to Section 12(b) of the Act: None
 Securities registered pursuant to Section 12 (g) of the Act: Common stock, $0.01 par value
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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Table of Contents
 PageExplanatory Note
    
    iiPART I:
    
    
    
    
    1Item 1A.
    
    RISK FACTORS
    
    
    1PART II:
    
    
    
    
    13Item 6.
    
    SELECTED FINANCIAL DATA
    
    
    13Item 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    14Item 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    26Item 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    28Item 9A.
    
    CONTROLS AND PROCEDURES
    
    
    63PART IV:
    
    
    
    
    65Item 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    65SIGNATURES
    
    
    66EXHIBIT 23.1EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2




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Explanatory Note
 
 ii




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PART I:
 
 ITEM 1A. RISK FACTORS
 Factors that May Affect our Business and Future Results
  If we are unable to improve and maintain the quality of our internal control over financial
reporting, a weakness could materially and adversely affect our ability to provide timely and
accurate information about our company, which could harm our reputation and share price.
    We rely on packaging subcontractors, which reliance could have a material adverse effect on our
results of operations and financial condition.
  3




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Our success depends on efficient utilization of our manufacturing capacity, and a failure could
have a material adverse effect on our results of operations and financial condition.
  We could be adversely affected by manufacturing interruptions or reduced yields.
  We may face product warranty or product liability claims that are disproportionately higher than
the value of the products involved, which could have a material adverse effect on our results of
operations and financial condition.
   4




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The cyclical nature of the semiconductor industry may limit our ability to maintain or increase
revenue and profit levels, which could have a material adverse effect on our results of operations
and financial condition.
  Due to our relatively fixed cost structure, our margins will be adversely affected if we experience
a significant decline in customer orders.
  A significant portion of our revenue comes from a relatively limited number of customers and
devices, the loss of which could adversely affect our results of operations and financial
condition.
  We may not be able to sell the inventories of products on hand, which could have a material adverse
effect on our results of operations and financial condition.
  5




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We may need to incur impairment and other restructuring charges, which could materially affect our
results of operations and financial conditions.
  We depend on growth in the end markets that use our products, and a lack of growth in these markets
could have a material adverse effect on our results of operations and financial condition.
  
    
    recessionary periods or periods of reduced growth in our customers markets;
    
    the inability of our customers to adapt to rapidly changing technology and evolving industry standards;
    
    the potential that our customers products may become obsolete or the failure
of our customers products to gain widespread commercial acceptance; and
    
    the possibility of reduced consumer demand for our customers products.
 Our ability to compete successfully and achieve future growth will depend, in part, on our ability
to protect our proprietary technology, as well as our ability to operate without infringing the
proprietary rights of others, and our inability to do so could have a material adverse effect on
our business.
    6




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
    
    discontinue using certain process technologies which could cause us to stop
manufacturing certain semiconductors;
    
    pay substantial monetary damages;
    
    seek to develop non-infringing technologies, which may not be feasible; or
    
    seek to acquire licenses to the infringed technology which may not be available
on commercially reasonable terms, if at all.
   Our industry is highly competitive, and a failure to successfully compete could have a material
adverse effect on our results of operations and financial condition.
  
    
    our ability to offer cost-effective products on a timely basis using our
technologies;
    
    our ability to accurately identify emerging technological trends and demand for
product features and performance characteristics;
    
    product introductions by our competitors;
    
    our ability to adopt or adapt to emerging industry standards;
    
    the number and nature of our competitors in a given market; and
    
    general market and economic conditions.
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We depend on successful technological advances for growth, and a lack of such advances could have a
material adverse effect on our business.
  Our customers may cancel their orders, change production quantities or delay production, which
could have a material adverse effect on our results of operations and financial condition.
  We depend on our key personnel, and the loss of these personnel could have a material effect on our
business.
  We are dependent on successful outsourcing relationships, which dependence could have a material
adverse effect on our results of operations and financial condition.
  We rely on test subcontractors, which reliance could have a material adverse effect on our results
of operations and financial condition.
  8




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We depend on successful parts and materials procurement for our manufacturing processes, which
dependence could have a material adverse effect on our results of operations and financial
condition.
  To service our consolidated indebtedness, we will require a significant amount of cash.
  
    
    the cyclical nature of both the semiconductor industry and the markets for our products;
    
    fluctuations in manufacturing yields;
    
    the timing of introduction of new products;
    
    the timing of customer orders;
    
    changes in the mix of products sold and the end markets into which they are sold;
    
    the extent of utilization of manufacturing capacity;
    
    the length of the lifecycle of the semiconductors we are manufacturing;
    
    availability of supplies and raw materials;
    
    price competition and other competitive factors; and
    
    work stoppages, especially at our fabs in Belgium.
  We may incur costs to engage in future acquisitions of companies or technologies and the
anticipated benefits of those acquisitions may never be realized, which could have a material
adverse effect on our results of operations and financial condition.
  
    
    potential inability to maximize our financial or strategic position, which
could result in impairment charges if the acquired company or assets are later worth less
than the amount paid for them in the acquisition;
    
    difficulties in assimilating the operations and products of an acquired
business or in realizing projected efficiencies, cost savings and revenue synergies;
    
    entry into markets or countries in which we may have limited or no experience;
 9




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
    
    potential increases in our indebtedness and contingent liabilities and
potential unknown liabilities associated with any such acquisition;
    
    diversion of managements attention due to transition or integration issues;
    
    difficulties in managing multiple geographic locations;
    
    cultural impediments that could prevent establishment of good employee
relations, difficulties in retaining key personnel of the acquired business and potential
litigation from terminated employees; and
    
    difficulties in maintaining uniform standards, controls and procedures and
information systems.
   We may need to raise additional capital that may not be available, which could have a material
adverse effect on our results of operations and financial condition.
  Our substantial consolidated indebtedness could adversely affect our financial health.
 3 4
  
    
    will require our operating subsidiaries to dedicate a substantial portion of
cash flow from operations to payments in respect of indebtedness, thereby reducing the
availability of cash flow to fund working capital, capital expenditures, research and
development efforts and other general corporate purposes;
    
    could increase the amount of our consolidated interest expense because some of
our borrowings are at variable rates of interest, which, if interest rates increase, could
result in higher interest expense;
 10




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
    
    will increase our vulnerability to adverse general economic or industry
conditions;
    
    could limit our flexibility in planning for, or reacting to, changes in our
business or the industry in which we operate;
    
    could restrict us from making strategic acquisitions, introducing new
technologies or exploiting business opportunities;
    
    could place us at a competitive disadvantage compared to our competitors that
have less debt; and
    
    could limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional funds or dispose of
assets.
  Restrictions imposed by the senior credit facilities limit our ability to take certain actions.
   We could incur material costs to comply with environmental laws, which could have a material
adverse effect on our results of operations and financial condition.
   11




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Our international sales and operations expose us to various political and economic risks, which
could have a material adverse effect on our results of operations and financial condition.
  
    
    greater difficulty in staffing and managing foreign operations;
    
    greater risk of uncollectible accounts;
    
    longer collection cycles;
    
    logistical and communications challenges;
    
    potential adverse changes in laws and regulatory practices, including export
license requirements, trade barriers, tariffs and tax laws;
    
    changes in labor conditions;
    
    burdens and costs of compliance with a variety of foreign laws;
    
    political and economic instability;
    
    increases in duties and taxation;
    
    greater difficulty in protecting intellectual property; and
    
    general economic and political conditions in these foreign markets.
  We are subject to risks associated with currency fluctuations, which could have a material adverse
effect on our results of operations and financial condition.
  We are exposed to foreign labor laws due to our operational presence in Europe, which could have a
material adverse effect on our results of operations and financial condition.
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PART II
 
 ITEM 6. SELECTED FINANCIAL DATA
  Years Ended December 31,2005
    
    2004
    
    2003
    
    2002
    
    2001(restated)(In millions, except per share and percent information)Consolidated Statement of Operations Data:Revenue
    
    $
    503.6
    
    
    $
    517.3
    
    
    $
    454.1
    
    
    $
    345.3
    
    
    $
    326.5Gross profit
    
    
    237.2
    
    
    
    246.3
    
    
    
    198.8
    
    
    
    130.3
    
    
    
    140.1Net income (loss)
    
    
    21.7
    
    
    
    52.4
    
    
    
    (0.4
    )
    
    
    5.1
    
    
    
    12.7Net income (loss) attributable to common
stockholders
    
    $
    21.7
    
    
    $
    52.4
    
    
    $
    (46.7
    )
    
    $
    (57.4
    )
    
    $
    (34.9
    )Basic net income (loss) per common
share
    
    $
    0.25
    
    
    $
    0.63
    
    
    $
    (0.84
    )
    
    $
    (1.24
    )
    
    $
    (0.76
    )Fully diluted net income (loss) per
common share
    
    $
    0.25
    
    
    $
    0.60
    
    
    $
    (0.84
    )
    
    $
    (1.24
    )
    
    $
    (0.76
    )Consolidated Balance Sheet Data
(end of the period):Cash
    
    $
    96.7
    
    
    $
    161.7
    
    
    $
    119.1
    
    
    $
    62.2
    
    
    $
    28.7Accounts receivable, net
    
    
    99.9
    
    
    
    78.6
    
    
    
    73.6
    
    
    
    66.0
    
    
    
    36.2Inventories
    
    
    64.3
    
    
    
    52.2
    
    
    
    45.6
    
    
    
    39.4
    
    
    
    26.0Total assets
    
    
    740.8
    
    
    
    643.2
    
    
    
    550.1
    
    
    
    502.5
    
    
    
    384.3Long-term liabilities
    
    
    8.2
    
    
    
    2.4
    
    
    
    0.4
    
    
    
    3.1
    
    
    
    3.4Long-term debt, including current portion
    
    
    317.9
    
    
    
    253.5
    
    
    
    254.7
    
    
    
    160.1
    
    
    
    173.3Series A Senior Redeemable Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    233.7
    
    
    
    204.2Series B Junior Redeemable Convertible
Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    190.5
    
    
    
    164.9Series C Senior Redeemable Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79.3
    
    
    
    Total stockholders equity (deficit)
    
    
    299.8
    
    
    
    286.1
    
    
    
    205.0
    
    
    
    (240.4
    )
    
    
    (189.2
    )Other Financial Data:Gross profit margin
    
    
    47.1
    %
    
    
    47.6
    %
    
    
    43.8
    %
    
    
    37.7
    %
    
    
    42.9
    %Research and development
    
    $
    87.4
    
    
    $
    77.2
    
    
    $
    70.2
    
    
    $
    52.1
    
    
    $
    42.1Depreciation and amortization
    
    $
    51.1
    
    
    $
    43.8
    
    
    $
    44.8
    
    
    $
    47.0
    
    
    $
    44.1Capital expenditures
    
    $
    34.5
    
    
    $
    32.4
    
    
    $
    26.6
    
    
    $
    22.0
    
    
    $
    20.7Operating cash flow
    
    $
    59.5
    
    
    $
    96.2
    
    
    $
    70.7
    
    
    $
    81.1
    
    
    $
    42.6
 13




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion should be read in conjunction with, and is qualified in its entirety
by reference to, the attached consolidated financial statements. Except for the historical
information contained herein, the discussions in this section contain forward-looking statements
that involve risks and uncertainties. Actual results could differ materially from those discussed
below due to a number of factors, including the factors identified under Risk Factors in Item 1A
or elsewhere in this report, and other risks and uncertainties indicated from time to time in our
filings with the SEC.
 Restatement of Previously Issued Financial Statements
  Overview
     14




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Critical Accounting Policies
   Revenue Recognition
      15




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Inventories
   Property, Plant and Equipment and Intangible Assets
  Goodwill
   16




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Income Taxes
  Stock Options
    Results of Operations
  17




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Years Ended December 31,2005
    
    2004
    
    2003(restated)(Dollars in Millions)Statement of Operations Data:Revenue
    
    $
    503.6
    
    
    
    100.0
    %
    
    $
    517.3
    
    
    
    100.0
    %
    
    $
    454.1
    
    
    
    100.0
    %Gross profit
    
    
    237.2
    
    
    
    47.1
    %
    
    
    246.3
    
    
    
    47.6
    %
    
    
    198.8
    
    
    
    43.8
    %Operating expenses:Research and development
    
    
    87.4
    
    
    
    17.4
    %
    
    
    77.2
    
    
    
    14.9
    %
    
    
    70.2
    
    
    
    15.5
    %Marketing and selling
    
    
    39.1
    
    
    
    7.8
    %
    
    
    43.0
    
    
    
    8.3
    %
    
    
    37.8
    
    
    
    8.3
    %General and administrative
    
    
    28.5
    
    
    
    5.7
    %
    
    
    28.7
    
    
    
    5.5
    %
    
    
    22.7
    
    
    
    5.0
    %Amortization of acquisition-related intangible assets
    
    
    9.0
    
    
    
    1.8
    %
    
    
    1.3
    
    
    
    0.3
    %
    
    
    4.8
    
    
    
    1.1
    %In-process research and development
    
    
    0.8
    
    
    
    0.2
    %
    
    
    1.5
    
    
    
    0.3
    %
    
    
    
    
    
    
    0.0
    %Restructuring and impairment charges
    
    
    5.3
    
    
    
    1.1
    %
    
    
    7.9
    
    
    
    1.5
    %
    
    
    21.7
    
    
    
    4.8
    %Nonrecurring charges
    
    
    
    
    
    
    0.0
    %
    
    
    
    
    
    
    0.0
    %
    
    
    11.4
    
    
    
    2.5
    %Total operating expenses
    
    
    170.1
    
    
    
    33.8
    %
    
    
    159.6
    
    
    
    30.9
    %
    
    
    168.6
    
    
    
    37.1
    %Operating income
    
    
    67.1
    
    
    
    13.3
    %
    
    
    86.7
    
    
    
    16.8
    %
    
    
    30.2
    
    
    
    6.6
    %Other income (expense):Interest expense, net
    
    
    (13.8
    )
    
    
    -2.7
    %
    
    
    (18.6
    )
    
    
    -3.6
    %
    
    
    (22.5
    )
    
    
    -5.0
    %Other expense, net
    
    
    (34.7
    )
    
    
    -6.9
    %
    
    
    (0.7
    )
    
    
    -0.1
    %
    
    
    (16.2
    )
    
    
    -3.6
    %Income (loss) before income taxes
    
    
    18.6
    
    
    
    3.7
    %
    
    
    67.4
    
    
    
    13.0
    %
    
    
    (8.5
    )
    
    
    -1.9
    %Provision (benefit) for income taxes
    
    
    (3.1
    )
    
    
    -0.6
    %
    
    
    15.0
    
    
    
    2.9
    %
    
    
    (8.1
    )
    
    
    -1.8
    %Net income (loss)
    
    $
    21.7
    
    
    
    4.3
    %
    
    $
    52.4
    
    
    
    10.1
    %
    
    $
    (0.4
    )
    
    
    -0.1
    %
  Year Ended December 31, 2005 Compared With Year Ended December 31, 2004
 Revenue
    18




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2005
    
    2004North America
    
    
    42.5
    %
    
    
    42.1
    %Europe
    
    
    37.8
    %
    
    
    41.3
    %Asia
    
    
    19.7
    %
    
    
    16.6
    %
 Gross Profit
  Operating Expenses
      19




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Operating Income
    Net Interest Expense
  Other Expense
  Income Taxes
  Year Ended December 31, 2004 Compared With Year Ended December 31, 2003
 Revenue
  20




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2004
    
    2003North America
    
    
    42.1
    %
    
    
    40.9
    %Europe
    
    
    41.3
    %
    
    
    40.7
    %Asia
    
    
    16.6
    %
    
    
    18.4
    %
 Gross Profit
  Operating Expenses
   21




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Operating Income
    22




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Net Interest Expense
  Other Expense
  Income Taxes
   Liquidity and Capital Resources
    3 4
 23




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3 4
  3 4
 Capital Expenditures
  Contractual Obligations and Contingent Liabilities and Commitments
  Cash Payments Due by Period
 After 5Total
    
    1 Year
    
    2-3 Years
    
    4-5 Years
    
    YearsSenior term loan
    
    $
    317.9
    
    
    $
    3.2
    
    
    $
    6.4
    
    
    $
    6.4
    
    
    $
    301.9Total long-term debt
    
    
    317.9
    
    
    
    3.2
    
    
    
    6.4
    
    
    
    6.4
    
    
    
    301.9Capital lease obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    38.4
    
    
    
    6.8
    
    
    
    11.8
    
    
    
    7.5
    
    
    
    12.3Purchase obligations
    
    
    19.4
    
    
    
    8.2
    
    
    
    5.6
    
    
    
    5.6
    
    
    
    Other long-term liabilities
    
    
    9.2
    
    
    
    2.1
    
    
    
    4.4
    
    
    
    2.4
    
    
    
    0.3Total contractual cash obligations
    
    $
    384.9
    
    
    $
    20.3
    
    
    $
    28.2
    
    
    $
    21.9
    
    
    $
    314.5
  24




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Recent Accounting Pronouncements
    Inventory Pricing
 25




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Outlook
   
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
  
  26




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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 INDEX TO FINANCIAL STATEMENTS
 PageManagements Report on Internal Control Over Financial Reporting
    
    
    29Reports of Independent Registered Public Accounting Firm
    
    
    30Consolidated Balance Sheets
    
    
    33Consolidated Statements of Operations
    
    
    34Consolidated Statements of Stockholders Equity (Deficit) and Comprehensive Income
    
    
    35Consolidated Statements of Cash Flows
    
    
    36Notes to Consolidated Financial Statements
    
    
    37
 28




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MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
 (AS REVISED)
       29




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Reports of Independent Registered Public Accounting Firm
 The Board of Directors and Stockholders of AMIS Holdings, Inc.
        30




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AMIS HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED
BALANCE SHEETS
 (In millions, except share data)
 December 31,2005
    
    
    2004(restated)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    96.7
    
    
    $
    161.7Accounts receivable, less allowances of $4.4 million and $3.1 million
at December 31, 2005 and 2004, respectively
    
    
    99.9
    
    
    
    78.6Inventories
    
    
    64.3
    
    
    
    52.2Deferred tax assets
    
    
    4.5
    
    
    
    6.5Prepaid expenses
    
    
    22.9
    
    
    
    17.2Other current assets
    
    
    8.8
    
    
    
    12.9Total current assets
    
    
    297.1
    
    
    
    329.1Property, plant and equipment, net
    
    
    203.8
    
    
    
    199.2Goodwill, net
    
    
    72.6
    
    
    
    16.9Intangible assets, net
    
    
    92.5
    
    
    
    35.1Deferred tax assets
    
    
    51.4
    
    
    
    39.6Other assets
    
    
    23.4
    
    
    
    23.3Total assets
    
    $
    740.8
    
    
    $
    643.2LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt
    
    $
    3.2
    
    
    $
    1.3Accounts payable
    
    
    48.8
    
    
    
    37.6Accrued expenses and other current liabilities
    
    
    62.7
    
    
    
    62.4Foreign deferred tax liability
    
    
    2.7
    
    
    
    Income taxes payable
    
    
    0.7
    
    
    
    1.3Total current liabilities
    
    
    118.1
    
    
    
    102.6Long-term debt, less current portion
    
    
    314.7
    
    
    
    252.2Other long-term liabilities
    
    
    8.2
    
    
    
    2.4Total liabilities
    
    
    441.0
    
    
    
    357.2Commitments and ContingenciesStockholders EquityCommon stock, $0.01 par value, 150,000,000 shares authorized,
86,348,367 and 84,832,862 shares issued and outstanding as of
December 31, 2005 and December 31, 2004, respectively
    
    
    0.9
    
    
    
    0.8Additional paid-in capital
    
    
    534.4
    
    
    
    530.6Accumulated deficit
    
    
    (248.9
    )
    
    
    (270.6
    )Deferred compensation
    
    
    (0.2
    )
    
    
    (0.4
    )Accumulated other comprehensive income
    
    
    13.6
    
    
    
    25.6Total stockholders equity
    
    
    299.8
    
    
    
    286.0Total liabilities and stockholders equity
    
    $
    740.8
    
    
    $
    643.2
  33




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##### Table of Contents



AMIS HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (In millions, except per share data)
 Year Ended December 31,2005
    
    
    2004
    
    
    2003(restated)Revenue
    
    $
    503.6
    
    
    $
    517.3
    
    
    $
    454.1Cost of revenue
    
    
    266.4
    
    
    
    271.0
    
    
    
    255.3237.2
    
    
    
    246.3
    
    
    
    198.8Operating expenses:Research and development
    
    
    87.4
    
    
    
    77.2
    
    
    
    70.2Marketing and selling
    
    
    39.1
    
    
    
    43.0
    
    
    
    37.8General and administrative
    
    
    28.5
    
    
    
    28.7
    
    
    
    22.7Amortization of acquisition-related intangible assets
    
    
    9.0
    
    
    
    1.3
    
    
    
    4.8In-process research and development
    
    
    0.8
    
    
    
    1.5
    
    
    
    Restructuring and impairment charges
    
    
    5.3
    
    
    
    7.9
    
    
    
    21.7Nonrecurring charges
    
    
    
    
    
    
    
    
    
    
    11.4170.1
    
    
    
    159.6
    
    
    
    168.6Operating income
    
    
    67.1
    
    
    
    86.7
    
    
    
    30.2Other income (expense):Interest expense
    
    
    (16.1
    )
    
    
    (20.7
    )
    
    
    (23.9
    )Interest income
    
    
    2.3
    
    
    
    2.1
    
    
    
    1.4Other expense, net
    
    
    (34.7
    )
    
    
    (0.7
    )
    
    
    (16.2
    )(48.5
    )
    
    
    (19.3
    )
    
    
    (38.7
    )Income (loss) before income taxes
    
    
    18.6
    
    
    
    67.4
    
    
    
    (8.5
    )Provision (benefit) for income taxes
    
    
    (3.1
    )
    
    
    15.0
    
    
    
    (8.1
    )Net income (loss)
    
    
    21.7
    
    
    
    52.4
    
    
    
    (0.4
    )Preferred stock dividend
    
    
    
    
    
    
    
    
    
    
    (46.3
    )Net income (loss) attributable to common stockholders
    
    $
    21.7
    
    
    $
    52.4
    
    
    $
    (46.7
    )Basic net income (loss) per common share
    
    $
    0.25
    
    
    $
    0.63
    
    
    $
    (0.84
    )Diluted net income (loss) per common share
    
    $
    0.25
    
    
    $
    0.60
    
    
    $
    (0.84
    )Weighted average number of shares used in calculating
basic net income (loss) per common share
    
    
    85.7
    
    
    
    82.9
    
    
    
    55.4Weighted average number of shares used in calculating
diluted net income (loss) per common share
    
    
    88.2
    
    
    
    86.6
    
    
    
    55.4
  34




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##### Table of Contents



AMIS HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) AND
 COMPREHENSIVE INCOME
(In millions)
 AccumulatedAdditional
    
    
    Stockholder
    
    
    
    
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-in
    
    
    Notes
    
    
    Accumulated
    
    
    Deferred
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Receivable
    
    
    Deficit
    
    
    Compensation
    
    
    Income (Loss)
    
    
    TotalBalance at January 1, 2003
    
    
    46.7
    
    
    $
    0.5
    
    
    $
    38.9
    
    
    $
    (5.6
    )
    
    $
    (276.3
    )
    
    $
    
    
    
    $
    2.1
    
    
    $
    (240.4
    )Comprehensive income:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    
    
    
    
    
    
    
    
    (0.4
    )Unrealized derivative gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.6
    
    
    
    0.6Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14.3
    
    
    
    14.3Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.4
    )
    
    
    
    
    
    
    14.9
    
    
    
    14.5Exercise of stock options
    
    
    1.1
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.7Accretion of dividends on Series A Senior
Redeemable, Series B Junior Redeemable
Convertible and Series C Senior Redeemable
Preferred Stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46.3
    )
    
    
    
    
    
    
    
    
    
    
    (46.3
    )Net exercise of warrants
    
    
    9.1
    
    
    
    0.1
    
    
    
    (0.1
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of shares from initial public offering
    
    
    25.1
    
    
    
    0.2
    
    
    
    470.0
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    470.2Stock compensation on acceleration of stock
option vesting
    
    
    
    
    
    
    
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.7Interest on stockholder notes receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.2
    )Deferred compensation
    
    
    
    
    
    
    
    
    
    
    0.5
    
    
    
    
    
    
    
    
    
    
    
    (0.5
    )
    
    
    
    
    
    
    Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from stockholder notes receivable
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.8Balance at December 31, 2003
    
    
    82.0
    
    
    
    0.8
    
    
    
    510.7
    
    
    
    
    
    
    
    (323.0
    )
    
    
    (0.5
    )
    
    
    17.0
    
    
    
    205.0Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52.4
    
    
    
    
    
    
    
    
    
    
    
    52.4Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.6
    
    
    
    8.6Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52.4
    
    
    
    
    
    
    
    8.6
    
    
    
    61.0Exercise of stock options
    
    
    1.4
    
    
    
    
    
    
    
    1.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.1Issuance of common stock related to acquisition
    
    
    1.3
    
    
    
    
    
    
    
    16.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16.5Employee stock purchase plan
    
    
    0.1
    
    
    
    
    
    
    
    1.5
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1.5Stock compensation on acceleration of stock
option vesting and options issued to
nonemployees
    
    
    
    
    
    
    
    
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.8Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    
    
    
    
    0.1Balance at December 31, 2004
    
    
    84.8
    
    
    
    0.8
    
    
    
    530.6
    
    
    
    
    
    
    
    (270.6
    )
    
    
    (0.4
    )
    
    
    25.6
    
    
    
    286.0Comprehensive income:Net income (restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.7
    
    
    
    
    
    
    
    
    
    
    
    21.7Unrealized derivative gain
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.1
    
    
    
    0.1Foreign currency translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12.0
    )
    
    
    (12.0
    )Total comprehensive income (restated)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21.7
    
    
    
    
    
    
    
    (11.9
    )
    
    
    9.8Exercise of stock options
    
    
    1.2
    
    
    
    0.1
    
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.9Issuance of common stock related to exercise
of warrant
    
    
    0.1
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Employee stock purchase plan
    
    
    0.3
    
    
    
    
    
    
    
    2.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2.9Amortization of deferred compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    0.2
    
    
    
    
    
    
    
    0.2Balance at December 31, 2005 (restated)
    
    
    86.4
    
    
    $
    0.9
    
    
    $
    534.3
    
    
    $
    
    
    
    $
    (248.9
    )
    
    $
    (0.2
    )
    
    $
    13.7
    
    
    $
    299.8
  35




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##### Table of Contents



AMIS HOLDINGS, INC. AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In millions)
 Year Ended December 31,2005
    
    
    2004
    
    
    2003(restated)Cash flows from operating activitiesNet income (loss)
    
    $
    21.7
    
    
    $
    52.4
    
    
    $
    (0.4
    )Adjustments to reconcile net income (loss) to net cash
provided by operating activities:Depreciation and amortization
    
    
    51.1
    
    
    
    43.8
    
    
    
    44.8In-process research and development
    
    
    0.8
    
    
    
    1.5
    
    
    
    Amortization of deferred financing costs
    
    
    0.8
    
    
    
    1.3
    
    
    
    1.3Stock-based compensation expense
    
    
    0.2
    
    
    
    0.9
    
    
    
    3.9Restructuring charges, net of cash expended
    
    
    4.9
    
    
    
    5.1
    
    
    
    0.7Impairment of long-term asset
    
    
    
    
    
    
    
    
    
    
    20.0Provision for (benefit from) deferred income taxes
    
    
    (4.5
    )
    
    
    2.2
    
    
    
    (19.1
    )Write-off of deferred financing charges and loss on
settlement of derivative
    
    
    6.7
    
    
    
    
    
    
    
    8.7Loss on retirement of property, plant and equipment
    
    
    0.1
    
    
    
    
    
    
    
    0.5Income statement impact of change in value of derivatives
    
    
    
    
    
    
    
    
    
    
    Interest on stockholder notes receivable
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (16.3
    )
    
    
    (0.4
    )
    
    
    (1.7
    )Inventories
    
    
    (11.5
    )
    
    
    (4.0
    )
    
    
    (2.3
    )Prepaid expenses and other assets
    
    
    8.6
    
    
    
    (5.2
    )
    
    
    6.5Accounts payable
    
    
    8.2
    
    
    
    0.9
    
    
    
    3.6Accrued expenses and other liabilities
    
    
    (11.3
    )
    
    
    (2.3
    )
    
    
    4.5Net cash provided by operating activities
    
    
    59.5
    
    
    
    96.2
    
    
    
    70.7Cash flows from investing activitiesPurchases of property, plant and equipment
    
    
    (34.5
    )
    
    
    (32.4
    )
    
    
    (26.6
    )Proceeds from sale of property, plant and equipment
    
    
    
    
    
    
    0.1
    
    
    
    0.3Purchase of business, net of cash acquired
    
    
    (138.5
    )
    
    
    (26.8
    )
    
    
    Changes in restricted cash
    
    
    (1.2
    )
    
    
    2.4
    
    
    
    Changes in other assets
    
    
    (5.4
    )
    
    
    (3.3
    )
    
    
    (0.2
    )Net cash used in investing activities
    
    
    (179.6
    )
    
    
    (60.0
    )
    
    
    (26.5
    )Cash flows from financing activitiesPayments on long-term debt
    
    
    (255.6
    )
    
    
    (1.2
    )
    
    
    (230.4
    )Issuance of common and preferred stock, net of offering costs
    
    
    
    
    
    
    
    
    
    
    470.3Proceeds from senior term loan
    
    
    320.0
    
    
    
    
    
    
    
    125.0Redemption of preferred stock
    
    
    
    
    
    
    
    
    
    
    (550.2
    )Payments on long-term payables
    
    
    
    
    
    
    
    
    
    
    (1.4
    )Proceeds from senior subordinated notes
    
    
    
    
    
    
    
    
    
    
    200.0Proceeds from exercise of stock options for common and
preferred stock and employee stock purchase plan
    
    
    3.8
    
    
    
    2.5
    
    
    
    0.9Debt issuance costs
    
    
    (4.5
    )
    
    
    
    
    
    
    (11.4
    )Payment to settle derivatives
    
    
    (0.1
    )
    
    
    
    
    
    
    (0.8
    )Net cash provided by financing activities
    
    
    63.6
    
    
    
    1.3
    
    
    
    2.0Effect of exchange rate changes on cash and cash equivalents
    
    
    (8.5
    )
    
    
    5.1
    
    
    
    10.7Net increase/(decrease) in cash and cash equivalents
    
    
    (65.0
    )
    
    
    42.6
    
    
    
    56.9Cash and cash equivalents at beginning of year
    
    
    161.7
    
    
    
    119.1
    
    
    
    62.2Cash and cash equivalents at end of year
    
    $
    96.7
    
    
    $
    161.7
    
    
    $
    119.1Supplementary cash flow informationCash paid for interest
    
    $
    21.1
    
    
    $
    19.4
    
    
    $
    16.7Cash paid for income taxes
    
    $
    4.2
    
    
    $
    12.6
    
    
    $
    9.3Supplementary disclosure of non-cash investing and financing
activitiesCommon stock issued for purchase of business
    
    $
    
    
    
    $
    16.7
    
    
    $
    
  36




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##### Table of Contents



AMIS HOLDINGS, INC. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2005
 1. Background, Basis of Presentation and Recapitalization
 Background and Basis of Presentation
  Recapitalization
     
    
    AMIS Holdings was capitalized with three tranches of capital stock: approximately 46.0
million shares of common stock; approximately 17.9 million shares of Series A Senior
Redeemable Preferred Stock; and approximately 14.3 shares of Series B Junior Redeemable
Convertible Preferred Stock.
    
    The Parents ownership in Spinco was converted into the following securities of AMIS
Holdings: (i) approximately 45.1 million shares of common stock, (ii) 17.5 million shares
of Series A Senior Redeemable Preferred Stock, and (iii) 14.0 million shares of Series B
Junior Redeemable Convertible Preferred Stock. The Parent was also issued a warrant to
purchase an additional approximately 4.6 million shares of common stock.
    
    Current and former executives ownership in Spinco was converted into the following
securities of AMIS Holdings: (i) approximately 1.0 million shares of common stock, (ii)
approximately 0.4 million shares of Series A Senior Redeemable Preferred Stock, and (iii)
approximately 0.3 million shares of Series B Junior Redeemable Convertible Preferred Stock.
    
    CVC and FP each acquired the following securities of AMIS Holdings directly from the
Parent: (i) approximately 17.8 million shares of common stock, (ii) approximately 6.9
million shares of Series A Senior Redeemable Preferred Stock, and (iii) approximately 5.5
million shares of Series B Junior Redeemable Convertible Preferred Stock in exchange for
$138.5 million in cash. Another third-party investment fund acquired the following
securities of AMIS Holdings directly from the Parent: (i) approximately 0.4 million shares
of common stock, (ii) approximately 0.2 million shares of Series A Senior Redeemable
Preferred Stock, and (iii) approximately 0.1 million shares of Series B Junior Redeemable
 37




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##### Table of Contents



Convertible Preferred Stock in exchange for $3.0 million in cash. The aggregate consideration
paid by these third parties to the Parent was $280.0 million in cash.
    
    AMIS Holdings obtained $175.0 million in bank debt and used the proceeds for the
following: (i) redemption of outstanding Spinco Series B and C Preferred Stock and common
stock warrants for total consideration of approximately $6.5 million; (ii) repayment of
$72.2 million of Spinco intercompany debt payable to the Parent; (iii) payment of $40.5
million to the Parent for a non-compete agreement; (iv) payment of $29.2 million to the
Parent in satisfaction of the remaining liquidation preference on the Spinco Series A
Preferred Stock; and (v) payment of Recapitalization related transaction expenses of $24.9
million.
    
    The Parent agreed to indemnify the Company for certain existing environmental
contingencies and to pay certain existing liabilities of the Company. The estimated amount
of these obligations at December 21, 2000 was $11.2 million.
   2. Restatement of Financial Statements
   As PreviouslyReported
    
    Adjustments
    
    As RestatedBenefit for income taxes
    
    $
    2.0
    
    
    $
    1.1
    
    
    $
    3.1Net income
    
    $
    20.6
    
    
    $
    1.1
    
    
    $
    21.7Basic net income per share
    
    $
    0.24
    
    
    $
    0.01
    
    
    $
    0.25Diluted net income per share
    
    $
    0.23
    
    
    $
    0.02
    
    
    $
    0.25
  As PreviouslyReported
    
    Adjustments
    
    As RestatedDeferred tax assets (long-term)
    
    $
    50.3
    
    
    $
    1.1
    
    
    $
    51.4Total assets
    
    $
    739.7
    
    
    $
    1.1
    
    
    $
    740.8Accumulated deficit
    
    $
    (250.0
    )
    
    $
    1.1
    
    
    $
    (248.9
    )Total stockholders equity
    
    $
    298.7
    
    
    $
    1.1
    
    
    $
    299.8Total liabilities and stockholders equity
    
    $
    739.7
    
    
    $
    1.1
    
    
    $
    740.8
 38




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##### Table of Contents



As PreviouslyReported
    
    Adjustments
    
    As RestatedNet income
    
    $
    20.6
    
    
    $
    1.1
    
    
    $
    21.7Benefit from deferred income taxes
    
    $
    (3.4
    )
    
    $
    (1.1
    )
    
    $
    (4.5
    )
 3. Significant Accounting Policies
 Principles of Consolidation
  Use of Estimates
  Revenue Recognition
     39




---



##### Table of Contents



Research and Development Expense
  Capitalized Software Development Costs for Internal Use
  Concentrations of Credit Risk
  Cash and Cash Equivalents
  Inventories
   Property, Plant and Equipment
   40




---



##### Table of Contents



Restricted Cash
  Intangible Assets
   2005
    
    
    2004Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    Amortization
    
    
    Useful LifeLicenses
    
    $
    72.4
    
    
    $
    63.3
    
    
    $
    70.8
    
    
    $
    61.8
    
    
    
    0.5 to 15 yearsNon-compete agreements
    
    
    2.3
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    0.1
    
    
    2 yearsCustomer relationships
    
    
    45.8
    
    
    
    3.0
    
    
    
    10.1
    
    
    
    0.2
    
    
    4 to 10 yearsDeveloped technology
    
    
    37.9
    
    
    
    4.7
    
    
    
    12.7
    
    
    
    0.3
    
    
    5 yearsPatents
    
    
    6.6
    
    
    
    1.2
    
    
    
    4.2
    
    
    
    0.8
    
    
    
    5 to 10 yearsContracts
    
    
    0.3
    
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.2
    
    
    5 yearsTotal
    
    $
    165.3
    
    
    $
    72.8
    
    
    $
    98.5
    
    
    $
    63.4
   2006
    
    $
    17.02007
    
    $
    16.92008
    
    $
    16.62009
    
    $
    14.42010
    
    $
    10.5
 Impairment of Long-Lived Assets
  41




---



##### Table of Contents



Debt Issuance Costs
  Goodwill
      42




---



##### Table of Contents



Foreign Currency
     Income Taxes
  Stock Options
    43




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003(restated)Net income (loss) as reported
    
    $
    21.7
    
    
    $
    52.4
    
    
    $
    (0.4
    )Less: Stock compensation expense determined under the fair
value method, net of related tax effects
    
    
    (13.3
    )
    
    
    (3.9
    )
    
    
    (0.3
    )Add: Compensation expense associated with accelerated stock
options, net of related tax effects
    
    
    
    
    
    
    0.4
    
    
    
    0.4Amortization of deferred compensation, net of related
tax effects
    
    
    0.1
    
    
    
    0.1
    
    
    
    Pro forma net income (loss)
    
    
    8.5
    
    
    
    49.0
    
    
    
    (0.3
    )Preferred stock dividend as reported
    
    
    
    
    
    
    
    
    
    
    (46.3
    )Pro forma net income (loss) attributable to common stockholders
    
    $
    8.5
    
    
    $
    49.0
    
    
    $
    (46.6
    )Net income (loss) per common share:Basic as reported
    
    $
    0.25
    
    
    $
    0.63
    
    
    $
    (0.84
    )Diluted as reported
    
    $
    0.25
    
    
    $
    0.60
    
    
    $
    (0.84
    )Pro forma basic
    
    $
    0.10
    
    
    $
    0.59
    
    
    $
    (0.84
    )Pro forma diluted
    
    $
    0.10
    
    
    $
    0.57
    
    
    $
    (0.84
    )
   2005
    
    2004
    
    2003Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Volatility
    
    
    66
    %
    
    
    75
    %
    
    
    8
    %Risk-free interest rate
    
    
    4.18
    %
    
    
    3.14
    %
    
    
    2.07
    %Expected life in years
    
    
    5.4
    
    
    
    3.7
    
    
    
    2.5Weighted average fair value of options at grant date *
    
    $
    7.01
    
    
    $
    8.05
    
    
    $
    2.16
 
 *
    
    The fair value of these options was estimated at the date of grant using the Black Scholes
Value option pricing model subsequent to the IPO in 2003 and the Minimum Value option pricing model
prior to the IPO.  Advertising
  Earnings Per Share
  44




---



##### Table of Contents



2005
    
    2004
    
    2003Weighted-average basic shares outstanding
    
    
    85.7
    
    
    
    82.9
    
    
    
    55.4Effect of dilutive securitiesshares issuable
upon exercise of options, warrants and
contingently issuable shares
    
    
    2.5
    
    
    
    3.7
    
    
    
    Weighted-average fully diluted shares outstanding
    
    
    88.2
    
    
    
    86.6
    
    
    
    55.4
 Derivatives
  Recent Accounting Pronouncements
    45




---



##### Table of Contents



Inventory Pricing
 Reclassifications
  4. Financial Statement Details
  2005
    
    
    2004Raw materials
    
    $
    4.9
    
    
    $
    5.5Work-in-process
    
    
    40.6
    
    
    
    27.7Finished goods
    
    
    18.8
    
    
    
    19.0$
    64.3
    
    
    $
    52.2
  2005
    
    
    2004Restricted cash
    
    $
    2.6
    
    
    $
    1.8Prepaid pension asset
    
    
    8.6
    
    
    
    12.6Debt issuance costs, net
    
    
    4.0
    
    
    
    7.1Other
    
    
    8.2
    
    
    
    1.8$
    23.4
    
    
    $
    23.3
  2005
    
    
    2004Land and buildings
    
    $
    70.6
    
    
    $
    65.7Machinery and equipment
    
    
    433.7
    
    
    
    407.2Construction-in-progress
    
    
    11.3
    
    
    
    10.0515.6
    
    
    
    482.9Less accumulated depreciation
    
    
    (311.8
    )
    
    
    (283.7
    )$
    203.8
    
    
    $
    199.2
 46




---



##### Table of Contents



2005
    
    
    2004Accrued employee compensation
    
    $
    23.9
    
    
    $
    31.4Reserve for restructuring charges
    
    
    4.8
    
    
    
    5.3Reserve for product development project losses
    
    
    8.6
    
    
    
    7.0Investment grant payable
    
    
    3.7
    
    
    
    3.9Reserve for warranty
    
    
    4.7
    
    
    
    1.5Interest payable
    
    
    0.1
    
    
    
    6.0Other
    
    
    16.9
    
    
    
    7.3$
    62.7
    
    
    $
    62.4
 5. Lease and Other Commitments
   2006
    
    $
    6.82007
    
    $
    6.22008
    
    $
    5.62009
    
    $
    4.12010
    
    $
    3.4
   6. Transactions with Related Parties
 Shareholders Agreement
  Advisory Agreements
  47




---



##### Table of Contents



48




---



##### Table of Contents



7. Long-Term Debt
  2005
    
    2004Term loan
    
    $
    317.9
    
    
    $
    123.5Senior subordinated notes
    
    
    
    
    
    
    130.0317.9
    
    
    
    253.5Less current portion
    
    
    3.2
    
    
    
    1.3Total long-term debt
    
    $
    314.7
    
    
    $
    252.2
 Amendments to Senior Credit Facilities
  3 4
   Senior Subordinated Notes
 3 4
 49




---



##### Table of Contents



Letters of Credit
  Aggregate Maturities of Long-Term Debt
  2006
    
    2007
    
    2008
    
    2009
    
    2010
    
    ThereafterTerm Loan
    
    $
    3.2
    
    
    $
    3.2
    
    
    $
    3.2
    
    
    $
    3.2
    
    
    $
    3.2
    
    
    $
    301.9
 8. Customer-Funded Product Development Activities
  9. Income Taxes
  2005
    
    
    2004
    
    
    2003(restated)Federal:Current
    
    $
    
    
    
    $
    0.1
    
    
    $
    Deferred
    
    
    (6.4
    )
    
    
    5.5
    
    
    
    (12.5
    )(6.4
    )
    
    
    5.6
    
    
    
    (12.5
    )State:Current
    
    
    
    
    
    
    
    
    
    
    Deferred
    
    
    (0.7
    )
    
    
    1.0
    
    
    
    (2.2
    )(0.7
    )
    
    
    1.0
    
    
    
    (2.2
    )Foreign:Current
    
    
    1.4
    
    
    
    12.3
    
    
    
    11.4Deferred
    
    
    2.6
    
    
    
    (3.9
    )
    
    
    (4.8
    )4.0
    
    
    
    8.4
    
    
    
    6.6Total
    
    $
    (3.1
    )
    
    $
    15.0
    
    
    $
    (8.1
    )
 50




---



##### Table of Contents



2005
    
    
    2004
    
    
    2003(restated)Federal tax at statutory rate
    
    $
    6.5
    
    
    $
    23.6
    
    
    $
    (3.0
    )State taxes (net of federal benefit)
    
    
    0.7
    
    
    
    4.0
    
    
    
    (0.5
    )Impact of Foreign tax rates
    
    
    (3.7
    )
    
    
    (5.6
    )
    
    
    (6.3
    )Foreign research and development credits
    
    
    
    
    
    
    (0.9
    )
    
    
    Change in valuation allowance
    
    
    (6.2
    )
    
    
    (6.4
    )
    
    
    1.9Change in estimate of blended statutory rate
    
    
    1.7
    
    
    
    
    
    
    
    Permanent differences
    
    
    (2.3
    )
    
    
    
    
    
    
    (0.5
    )Other, net
    
    
    0.2
    
    
    
    0.3
    
    
    
    0.3Total
    
    $
    (3.1
    )
    
    $
    15.0
    
    
    $
    (8.1
    )Effective tax rate
    
    
    -16.7
    %
    
    
    22.3
    %
    
    
    -95.3
    %
  2005
    
    
    2004(restated)Deferred tax assets:Foreign research and development investment deduction
    
    $
    16.3
    
    
    $
    19.7Reserves not currently deductible
    
    
    9.4
    
    
    
    8.2Intangible asset basis difference
    
    
    62.6
    
    
    
    71.9Net operating loss carryforwards
    
    
    50.4
    
    
    
    37.5Tax credit carryforwards
    
    
    4.2
    
    
    
    2.7Other
    
    
    0.2
    
    
    
    1.2Total deferred tax assets
    
    
    143.1
    
    
    
    141.2Deferred tax liabilities:Tax in excess of book depreciation
    
    
    (36.1
    )
    
    
    (34.6
    )Prepaid pension asset
    
    
    (2.9
    )
    
    
    (4.3
    )Other
    
    
    (5.6
    )
    
    
    (5.8
    )Total deferred tax liabilities
    
    
    (44.6
    )
    
    
    (44.7
    )98.5
    
    
    
    96.5Valuation allowance
    
    
    (45.3
    )
    
    
    (50.4
    )Net deferred tax assets
    
    $
    53.2
    
    
    $
    46.1
     51




---



##### Table of Contents



10. Employee Benefit Plans
 Defined Contribution Plans
    Defined Benefit Plan
  52




---



##### Table of Contents



2005
    
    
    2004Change in benefit obligation:Benefit obligation at beginning of period
    
    $
    31.5
    
    
    $
    21.9Service cost
    
    
    2.7
    
    
    
    2.1Interest cost
    
    
    1.3
    
    
    
    1.1Benefits, administrative expenses and premiums paid
    
    
    (0.3
    )
    
    
    (0.3
    )Actuarial (gain) loss
    
    
    (4.5
    )
    
    
    4.2Foreign currency translation (gain) loss
    
    
    (4.2
    )
    
    
    2.5Benefit obligation at end of period
    
    
    26.5
    
    
    
    31.5Change in plan assets:Fair value of plan assets at beginning of period
    
    $
    38.8
    
    
    $
    35.0Actual return on plan assets
    
    
    2.6
    
    
    
    1.3Benefits, administrative expenses and premiums paid
    
    
    (0.3
    )
    
    
    (0.3
    )Foreign currency translation (loss) gain
    
    
    (5.3
    )
    
    
    2.8Fair value of plan assets at end of period
    
    
    35.8
    
    
    
    38.8Excess of plan assets over benefit obligation
    
    
    9.3
    
    
    
    7.3Unrecognized net actuarial (loss) gain
    
    
    (0.8
    )
    
    
    4.8Foreign currency translation gain
    
    
    0.1
    
    
    
    0.5Prepaid pension asset
    
    $
    8.6
    
    
    $
    12.6Components of net periodic benefit cost:Service cost
    
    $
    2.7
    
    
    $
    2.1Interest cost
    
    
    1.3
    
    
    
    1.1Expected return on plan assets
    
    
    (1.5
    )
    
    
    (1.8
    )Net periodic pension cost
    
    $
    2.5
    
    
    $
    1.4Weighted average assumptions:Discount rate
    
    
    4.5
    %
    
    
    5.3
    %Expected return on plan assets
    
    
    4.5
    %
    
    
    5.3
    %Compensation rate increase
    
    
    4.0
    %
    
    
    4.0
    %
  Expected Benefitsto be Paid2006
    
    $
    0.42007
    
    $
    0.12008
    
    $
    2.42009
    
    $
    0.12010
    
    $
    1.12011 - 2015
    
    $
    2.7
   53




---



##### Table of Contents



Collective Bargaining Agreements
  11. Contingencies
    12. Stockholders Equity (Deficit)
 Common and Preferred Stock
   Warrants
  54




---



##### Table of Contents



13. Stock Based Compensation
        55




---



##### Table of Contents



Weighted Average Exercise PriceNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted-Number of
    
    Senior
    
    Junior
    
    
    
    
    
    Senior
    
    Junior
    
    averageCommon
    
    Preferred
    
    Preferred
    
    Common
    
    Preferred
    
    Preferred
    
    RemainingShares
    
    Shares
    
    Shares
    
    Shares
    
    Shares
    
    Shares
    
    Contractual LifeBalance at January 1, 2003
    
    
    5.5
    
    
    
    0.5
    
    
    
    0.4
    
    
    $
    0.72
    
    
    $
    8.80
    
    
    $
    8.97
    
    
    8.27 yearsOptions granted
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    10.58
    
    
    
    
    
    
    
    Options exercised
    
    
    (1.1
    )
    
    
    
    
    
    
    
    
    
    
    0.66
    
    
    
    9.35
    
    
    
    9.59Options canceled
    
    
    (0.2
    )
    
    
    
    
    
    
    
    
    
    
    0.82
    
    
    
    9.20
    
    
    
    9.41Options redeemed
    
    
    
    
    
    
    (0.5
    )
    
    
    (0.4
    )
    
    
    
    
    
    
    9.72
    
    
    
    9.98Balance at December 31, 2003
    
    
    4.9
    
    
    
    
    
    
    
    
    
    
    
    2.11
    
    
    
    
    
    
    
    
    
    
    7.75 yearsOptions granted
    
    
    2.9
    
    
    
    
    
    
    
    
    
    
    
    15.05
    
    
    
    
    
    
    
    Options exercised
    
    
    (1.4
    )
    
    
    
    
    
    
    
    
    
    
    0.76
    
    
    
    
    
    
    
    Options canceled
    
    
    (0.3
    )
    
    
    
    
    
    
    
    
    
    
    13.87
    
    
    
    
    
    
    
    Balance at December 31, 2004
    
    
    6.1
    
    
    
    
    
    
    
    
    
    
    
    8.08
    
    
    
    
    
    
    
    
    
    
    8.12 yearsOptions granted
    
    
    3.0
    
    
    
    
    
    
    
    
    
    
    $
    11.68
    
    
    
    
    
    
    
    Options exercised
    
    
    (1.2
    )
    
    
    
    
    
    
    
    
    
    
    0.81
    
    
    
    
    
    
    
    Options canceled
    
    
    (0.4
    )
    
    
    
    
    
    
    
    
    
    
    12.57
    
    
    
    
    
    
    
    Balance at December 31, 2005
    
    
    7.5
    
    
    
    
    
    
    
    
    
    
    $
    10.40
    
    
    $
    
    
    
    $
    
    
    
    7.23 years
  ExercisableSharesDecember 31, 2005:Common Stock
    
    
    4.5December 31, 2004:Common Stock
    
    
    2.3December 31, 2003:Common Stock
    
    
    2.5
  Options Outstanding
    
    
    Options ExercisableNumber
    
    Weighted Average
    
    
    
    
    
    NumberRange of
    
    Outstanding
    
    Remaining
    
    Weighted-Average
    
    Exercisable
    
    Weighted-AverageExercise Prices
    
    (in millions)
    
    Contractual Life
    
    Exercise Price
    
    (in millions)
    
    Exercise Price$0.53  $11.14
    
    
    2.6
    
    
    
    6.29
    
    
    $
    3.77
    
    
    
    1.7
    
    
    $
    0.95$11.86  $14.28
    
    
    3.6
    
    
    
    7.49
    
    
    $
    12.83
    
    
    
    1.5
    
    
    $
    14.09$14.51  $20.00
    
    
    1.3
    
    
    
    8.39
    
    
    $
    16.99
    
    
    
    1.3
    
    
    $
    16.98$0.53$20.00
    
    
    7.5
    
    
    
    7.23
    
    
    $
    10.40
    
    
    
    4.5
    
    
    $
    10.11
   56




---



##### Table of Contents



14. Derivatives and Hedging
      15. Restructuring and Impairment Charges
  57




---



##### Table of Contents



Lease
    
    
    Legal FeesSeverance
    
    
    Termination
    
    
    and OtherCosts
    
    
    Costs
    
    
    Costs
    
    
    TotalBalance at January 1, 2003
    
    $
    0.9
    
    
    $
    0.3
    
    
    
    
    
    
    
    1.22003 Expense
    
    
    1.7
    
    
    
    
    
    
    
    
    
    
    
    1.72003 Paid
    
    
    (1.9
    )*
    
    
    (0.1
    )
    
    
    
    
    
    
    (2.0
    )Balance at December 31,
2003
    
    
    0.7
    
    
    
    0.2
    
    
    
    
    
    
    
    0.92004 Expense
    
    
    7.7
    
    
    
    0.2
    
    
    
    
    
    
    
    7.92004 Paid
    
    
    (3.4
    )
    
    
    (0.1
    )
    
    
    
    
    
    
    (3.5
    )2004 Reserve Reversal
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Balance at December 31,
2004
    
    
    5.0
    
    
    
    0.3
    
    
    
    
    
    
    
    5.32005 Expense
    
    
    5.1
    
    
    
    
    
    
    
    1.7
    
    
    
    6.82005 Paid
    
    
    (4.0
    )
    
    
    (0.1
    )
    
    
    (1.7
    )
    
    
    (5.8
    )2005 Reserve Reversal
    
    
    (1.3
    )
    
    
    (0.2
    )
    
    
    
    
    
    
    (1.5
    )Balance at December 31,
2005
    
    $
    4.8
    
    
    $
    
    
    
    $
    
    
    
    $
    4.8
 
 *
    
    $0.6 million non-cash 58




---



##### Table of Contents



16. Purchase of the Semiconductor Business of Flextronics International USA Inc.
     Cash paid to Flextronics International USA Inc.
    
    $
    138.5Acquisition-related expenses
    
    
    6.0Receivable from Flextronics for a working capital adjustment
    
    
    (5.2
    )Exit-related liability costs
    
    
    1.4Operating liabilities assumed (including accounts payable of $5.6,
deferred revenue of $1.4, and other current liabilities of $0.7
million)
    
    
    7.7Total purchase price
    
    $
    148.4
  Trade accounts receivable, net
    
    $
    10.7Inventory, net
    
    
    4.2Deferred costs
    
    
    1.2Deferred tax asset
    
    
    3.6Other current assets
    
    
    0.4Property, plant and equipment
    
    
    4.4Acquisition-related intangible assets
    
    
    65.2In-process research and development
    
    
    0.8Goodwill
    
    
    57.9Total purchase price allocated
    
    $
    148.4
  59




---



##### Table of Contents



Total Value
    
    
    Useful Life in YearsCustomer relationships
    
    $
    35.7
    
    
    
    8Proprietary technology
    
    
    25.2
    
    
    
    4Patents
    
    
    2.4
    
    
    
    10Non-compete agreement
    
    
    1.9
    
    
    
    3Total acquisition-related intangible assets
    
    $
    65.2
  Years Ended December 31:2005
    
    2004Revenue
    
    $
    565.7
    
    
    $
    588.0Net income
    
    $
    16.6
    
    
    $
    44.4Basic net income per common share
    
    $
    0.19
    
    
    $
    0.54Diluted net income per common share
    
    $
    0.19
    
    
    $
    0.51
    17. Acquisition of Dspfactory Ltd.
  60




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##### Table of Contents



Net tangible liabilities
    
    $
    (0.1
    )Intangible assets
    
    
    28.5Goodwill
    
    
    15.2Total
    
    $
    43.6
    18. Operating Segments and Geographic Information
   Integrated Mixed Signal Products:
 Structured Digital Products:
   61




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##### Table of Contents



Integrated
    
    StructuredMixed Signal
    
    DigitalProducts
    
    Products
    
    TotalYear ended December 31, 2005:Net revenue from external customers
    
    $
    393.2
    
    
    $
    110.4
    
    
    $
    503.6Segment operating income
    
    
    44.8
    
    
    
    27.6
    
    
    
    72.4Year ended December 31, 2004:Net revenue from external customers
    
    $
    397.7
    
    
    $
    119.6
    
    
    $
    517.3Segment operating income
    
    
    71.7
    
    
    
    22.9
    
    
    
    94.6Year ended December 31, 2003:Net revenue from external customers
    
    $
    357.4
    
    
    $
    96.7
    
    
    $
    454.1Segment operating income
    
    
    47.8
    
    
    
    15.5
    
    
    
    63.3
  2005
    
    
    2004
    
    
    2003Total operating income for reportable segments
    
    $
    72.4
    
    
    $
    94.6
    
    
    $
    63.3Restructuring and impairment charges
    
    
    (5.3
    )
    
    
    (7.9
    )
    
    
    (21.7
    )Nonrecurring charges
    
    
    
    
    
    
    
    
    
    
    (11.4
    )Operating income
    
    $
    67.1
    
    
    $
    86.7
    
    
    $
    30.2
    2005
    
    
    2004
    
    
    2003Geographic information:Revenue(1):United States
    
    $
    192.6
    
    
    $
    186.1
    
    
    $
    174.2Other North America
    
    
    21.4
    
    
    
    31.8
    
    
    
    11.6Europe
    
    
    190.3
    
    
    
    213.9
    
    
    
    184.6Asia-Pacific
    
    
    99.3
    
    
    
    85.5
    
    
    
    83.7Subtotal Non-United States
    
    
    311.0
    
    
    
    331.2
    
    
    
    279.9Total
    
    $
    503.6
    
    
    $
    517.3
    
    
    $
    454.1
  2005
    
    
    2004Property, plant and equipment, net:United States
    
    $
    142.9
    
    
    $
    152.6Europe
    
    
    40.4
    
    
    
    26.0All other
    
    
    20.5
    
    
    
    20.6Subtotal Non-United States
    
    
    60.9
    
    
    
    46.6Total
    
    $
    203.8
    
    
    $
    199.2
 
 (1)
    
    Revenue is attributed to geographic regions based on the shipments to customers located in
those regions. 62




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##### Table of Contents



19. Quarterly Financial Data (unaudited)
 Year2005
    
    2004Q1 (1)
    
    Q2 (2)
    
    Q3 (3)
    
    Q4
    
    Q1
    
    Q2
    
    Q3
    
    Q4 (5)(restated)(4)(in millions, except loss per share)Revenue
    
    $
    115.9
    
    
    $
    122.5
    
    
    $
    125.6
    
    
    $
    139.6
    
    
    $
    128.3
    
    
    $
    134.5
    
    
    $
    131.2
    
    
    $
    123.3Gross profit
    
    $
    53.8
    
    
    $
    60.2
    
    
    $
    61.6
    
    
    $
    61.6
    
    
    $
    59.0
    
    
    $
    63.2
    
    
    $
    63.6
    
    
    $
    60.5Net income (loss)
    
    $
    (11.1
    )
    
    $
    11.3
    
    
    $
    11.7
    
    
    $
    9.8
    
    
    $
    13.5
    
    
    $
    15.4
    
    
    $
    16.2
    
    
    $
    7.3Basic net income (loss)
per common share
    
    $
    (0.13
    )
    
    $
    0.13
    
    
    $
    0.14
    
    
    $
    0.11
    
    
    $
    0.16
    
    
    $
    0.19
    
    
    $
    0.20
    
    
    $
    0.09Diluted net income
(loss) per common share
    
    $
    (0.13
    )
    
    $
    0.13
    
    
    $
    0.13
    
    
    $
    0.11
    
    
    $
    0.16
    
    
    $
    0.18
    
    
    $
    0.19
    
    
    $
    0.08Weighted average number
of common shares used to
compute basic net income
(loss) per common share
    
    
    85.2
    
    
    
    85.6
    
    
    
    85.9
    
    
    
    86.2
    
    
    
    82.1
    
    
    
    82.5
    
    
    
    82.9
    
    
    
    83.9Weighted average number
of common shares used to
compute diluted net income
(loss) per common share
    
    
    85.2
    
    
    
    87.9
    
    
    
    88.1
    
    
    
    88.8
    
    
    
    86.3
    
    
    
    86.3
    
    
    
    86.4
    
    
    
    87.3
 
 (1)
    
    In the first quarter of 2005, the Company recorded nonrecurring charges of approximately
$34.8 million related to redemption of the Companys senior subordinated notes.(2)
    
    In the second quarter of 2005, the Company recorded restructuring charges of approximately
$1.0 million related primarily to the relocation of its sort operations to the Philippines.(3)
    
    The results of the Flextronics acquisition have been included in the Companys operations
since the September 9, 2005 acquisition date. The Company also recorded $0.8 million related
to the write-off of in-process research and development in association with the Flextronics
acquisition in the third quarter of 2005.(4)
    
    In the fourth quarter of 2005, the Company recorded restructuring charges of $3.8 million
primarily related to the termination of certain employees related to its fab consolidation
plan.(5)
    
    In the fourth quarter of 2004, the Company recorded restructuring charges of approximately
$7.9 million primarily related to the termination of certain employees. The results of the
Dspfactory acquistion have been included in the Companys operations since the November 12,
2004 acquisition date. The Company also recorded $1.5 million related to the write-off of
in-process research and development in association with the acquisition of Dspfactory, Ltd. 
 ITEM 9A. CONTROLS AND PROCEDURES
 Controls and Procedures
  63




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##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
  Background and Remediation Actions
   
    
    Updating our terms and conditions of sale, except where stated by contract, to
ExWorks for delivery and specified that title and risk of loss passed to the buyer when the
goods were made available for pickup by the buyer, or the buyers carrier for pickup at the
location specified by the seller.
    
    Sending notification to our customers of the change in our terms and conditions
of sale.
    
    Providing training on Incoterms (worldwide standard delivery terms) for certain
customer service, logistics and finance personnel.
    
    Implementing stricter quarter-end cut-off procedures and more detailed revenue
recognition process documentation.
  64




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    The following documents are filed as part of this report:
 (1)
    
    Financial Statements. See the Index to Financial Statements in Item 8.(2)
    
    Financial Statement Schedules. All financial statement schedules for which
provision is made in the applicable accounting regulations of the Securities and
Exchange Commission are not required under the related instructions, are inapplicable,
or the required information has been provided in the consolidated financial statements
or notes thereto.(3)
    
    Exhibits. See Exhibit Index.
 65




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##### Table of Contents



SIGNATURES
  AMIS HOLDINGS, INC.By:
    
    /s/ David A. HenryDavid A. HenryChief Financial OfficerDate: November 22, 2006
  Signature
    
    Title
    
    Date/s/ CHRISTINE KING
    
    Chief Executive Officer and Director
    
    November 22, 2006Christine King
    
    (Principal Executive Officer)/s/ DAVID A. HENRY
    
    Chief Financial Officer
    
    November 22, 2006David A. Henry
    
    (Principal Financial and AccountingOfficer)
 66




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##### Table of Contents



ExhibitNo.
    
    Document3.1
    
    Restated Certificate of Incorporation of AMIS Holdings, Inc., as amended (16)3.2
    
    Amended and Restated By-Laws of AMIS Holdings, Inc. (4)4.1
    
    Indenture dated as of January 29, 2003 among AMI Semiconductor, Inc., AMIS
Holdings, Inc., AMI Acquisition LLC, AMI Acquisition II LLC and J.P. Morgan
Trust Company, N.A. (1)4.2
    
    Form of Certificate of Common Stock, par value $0.01 per share, of AMIS
Holdings, Inc. (2)10.1
    
    Credit Agreement dated as of December 21, 2000 among the Company, AMIS
Holdings, Inc. (formerly named AMI Holdings, Inc.), the lenders party
thereto and Credit Suisse First Boston Corporation, as Collateral Agent and
Administrative Agent (the Credit Agreement) (3)10.2
    
    Global Assignment and Acceptance and Amendment dated as of February 20, 2001
relating to the Credit Agreement (3)10.3
    
    Amendment No. 2, Waiver and Agreement dated as of February 6, 2002, relating
to the Credit Agreement (3)10.4
    
    Amendment No. 3, Consent, Wavier and Agreement dated as of May 2, 2002,
relating to the Credit Agreement (3)10.5
    
    Amendment No. 4, Waiver and Agreement dated as of September 6, 2002,
relating to the Credit Agreement (3)10.6
    
    Summary of Director Compensation (16)*10.7
    
    Amended and Restated Employment Agreement dated as of August 15, 2001 by and
between AMIS Holdings, Inc. and Christine King (13)10.8
    
    First Amended and Restated Shareholders Agreement among AMIS Holdings, Inc.
and the holders named therein (4)10.9
    
    Supply Agreement between STMicroelectronics, NV and AMI Semiconductor
Belgium BVBA dated June 26, 2002 (8)10.10
    
    Form of warrant held by Merchant Capital, Inc. to purchase shares of common
stock of AMIS Holdings, Inc. (8)10.11
    
    Form of warrant held by Nippon Mining Holdings, Inc. (formerly Japan
Energy Electronic Materials, Inc.) to purchase shares of common stock of
AMIS Holdings, Inc. (8)10.12
    
    Agreement dated May 8, 2002 between AMI Semiconductor Belgium BVBA, AMI
Semiconductor, Inc. and STMicroelectronics NV for the acquisition of the
business of the Mixed Signal Division of Alcatel Microelectronics (8)10.13
    
    Advisory Agreement dated December 21, 2000 by and between AMI Holdings,
Inc., AMI Spinco Inc. and Francisco Partners GP, LLC (8)
 67




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##### Table of Contents



ExhibitNo.
    
    Document10.14
    
    Advisory Agreement dated December 21, 2000 by and between AMI Holdings,
Inc., AMI Spinco, Inc. and TBW LLC (8)*10.15
    
    Amended and Restated AMIS Holdings, Inc. 2000 Equity Incentive Plan (12)10.16
    
    Form of Indemnification Agreement for directors and executive officers of
AMIS Holdings, Inc. (13)*10.17
    
    Appendix to the Minutes of the General Shareholders Meeting regarding the
Appointment of Mr. Walter Mattheus in the Office of Compensated Director
of AMI Semiconductor Belgium BVBA dated June 26, 2002 (8)10.18
    
    Assignment and Assumption Agreement dated June 26, 2002 between
STMicroelectronics NV and AMI Semiconductor, Inc.; Assignment and
Assumption Agreement dated June 26, 2002 between Alcatel Microelectronics
NV and AMI Semiconductor, Inc. (14)*10.19
    
    Amended and Restated AMIS Holdings, Inc. 2003 Employee Stock Purchase Plan
(5)10.20
    
    Amendment No. 1 to the Advisory Agreement filed as Exhibit 10.13 (13)10.21
    
    Amendment No. 1 to the Advisory Agreement filed as Exhibit 10.14 (13)10.22
    
    Asset Purchase Agreement dated September 9, 2004 among AMI Semiconductor,
Inc., Emma Mixed Signal C.V., AMI Semiconductor Canada Company, AMIS
Holdings, Inc., Dspfactory Ltd. and the other parties named therein (5)10.23
    
    Share Purchase Agreement dated September 9, 2004 among AMI Semiconductor
Netherlands B.V., AMIS Holdings, Inc., Dspfactory Ltd. and the other
parties named therein (5)*10.24
    
    Key Manager Incentive Plan for 2006 (16)*10.25
    
    Form of 2000 Equity Incentive Plan Stock Option Agreement (Nonstatutory
Stock Option) (6)*10.26
    
    Key Manager Incentive Plan for 2004, as amended (16)*10.27
    
    Key Manager Incentive Plan for 2005 (7)10.28
    
    Amendment No. 1 to the First Amended and Restated Shareholders Agreement
(15)10.29
    
    Contract of Lease, as amended (15)10.30
    
    Memorandum of Agreement, as amended (15)*10.31
    
    Terms of Compensation Arrangement with Jon Stoner (16)*10.32
    
    Employment Agreement dated as of July 26, 2005 by and between AMIS
Holdings, Inc. and Christine King (9)*10.33
    
    Terms of Compensation Arrangement with Charlie Lesko (16)*10.34
    
    Terms of Compensation Arrangement with David Henry (16)10.35
    
    Credit Agreement dated as of April 11, 2004, among AMIS Holdings, Inc.,
AMI Semiconductor, Inc., the lenders party thereto and Credit Suisse First
Boston Corporation as Collateral Agent and Administrative Agent (10)
 68




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##### Table of Contents



ExhibitNo.
    
    Document10.36
    
    Asset Purchase Agreement dated as of September 9, 2005, between AMI
Semiconductor, Inc. Emma Mixed Signal C.V., AMI Semiconductor Israel Ltd.,
AMIS Holdings, Inc. and Flextronics Semiconductor, Inc., Flextronics
International USA, Inc., Flextronics Semiconductor Ltd. (UK), Flextronics
Semiconductor Ltd., Peripheral Imaging Corporation, KMOS Semiconductor,
Inc., and Flextronics Semiconductor Design, Inc. (11)10.37
    
    Amendment No. 1 Consent, Waiver and Agreement dated August 19, 2005, to
the Credit Agreement dated as of April 1, 2005 (11)10.38
    
    Agreement in Principle (16)21.1
    
    Direct and Indirect Subsidiaries of AMIS Holdings, Inc. (16)23.1
    
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm31.1
    
    Rule 13a-14(a) Certification of Chief Executive Officer31.2
    
    Rule 13a-14(a) Certification of Chief Financial Officer32.1
    
    Section 1350 Certification of Chief Executive Officer32.2
    
    Section 1350 Certification of Chief Financial Officer
 
 *
    
    This Exhibit constitutes a management contract or compensatory plan or arrangement.(1)
    
    Incorporated by reference to the exhibits to our registration statement on Form S-4 (No.
333-103070) filed on February 10, 2003.(2)
    
    Incorporated by reference to the exhibits to our registration statement on Form S-1 (No.
333-108028) filed on August 15, 2003.(3)
    
    Incorporated by reference to the exhibits to our registration statement on Form S-4/A
(No. 333-103070) filed on May 13, 2003.(4)
    
    Incorporated by reference to the exhibits to our annual report on Form 10-K for the year
ended December 31, 2003.(5)
    
    Incorporated by reference to the exhibits to our quarterly report on Form 10-Q for the
quarter ended September 25, 2004.(6)
    
    Incorporated by reference to the exhibits to our current report on Form 8-K dated
October 1, 2004, filed on February 7, 2005.(7)
    
    Incorporated by reference to the exhibit to our current report on Form 8-K dated
February 16, 2005 filed on February 22, 2005.(8)
    
    Incorporated by reference to the exhibits to the registration statement on Form S-4/A
(No. 333-103070) of AMI Semiconductor, Inc. filed on June 2, 2003.(9)
    
    Incorporated by reference to the exhibits to our current report on Form 8-K dated July
26, 2005, filed on August 1, 2005.(10)
    
    Incorporated by reference to the exhibits to our quarterly report on Form 10-Q for the
quarter ended April 2, 2005.(11)
    
    Incorporated by reference to the exhibits to our quarterly report on Form 10-Q for the
quarter ended October 1, 2005. 69




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##### Table of Contents



(12)
    
    Incorporated by reference to the exhibits to our quarterly report on Form 10-Q for the
quarter ended September 27, 2003.(13)
    
    Incorporated by reference to the exhibits to our registration statement on Form S-1/A
(No. 333-108028) filed on September 18, 2003.(14)
    
    Incorporated by reference to the exhibits to the registration statement on Form S-4/A
(No. 333-103070) of AMI Semiconductor, Inc. filed on June 13, 2003.(15)
    
    Incorporated by reference to the exhibits to our annual report on Form 10-K for the
year ended December 31, 2004.(16)
    
    Incorporated by reference to the exhibits to our annual report on Form 10-K for the
year ended December 31, 2005 filed on March 15, 2006. 70