What is the purpose of this Form 8-K filing?

This Form 8-K is being filed by AMD to provide unaudited consolidated financial data for its "restricted group" in compliance with Regulation FD, in connection with a proposed financing.

Why are Spansion LLC's results excluded from the 'restricted group' financial data?

Spansion LLC, a majority-owned subsidiary (60% AMD), is designated as an "unrestricted subsidiary" for the proposed financing. Therefore, its financial results are excluded from the "restricted group" consolidated financial data for periods after June 29, 2003, to reflect only the portion of AMD's business that will be designated as "restricted subsidiaries" under the terms of the financing.

How has the financial performance of the 'restricted group' changed from 2003 to mid-2004?

The financial performance of the "restricted group" has shown a significant positive turnaround. For the twelve months ending June 27, 2004, the group reported a net income of $124.7 million and a positive operating income of $187.4 million, compared to a net loss of $224.1 million and an operating loss of $157.0 million for the fiscal year 2003. EBITDA also increased substantially.

What is the definition of EBITDA used in this filing, and why is it provided?

EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is defined in the filing as net income (loss) before interest income, interest expense, provision for income taxes, and depreciation and amortization. AMD includes this non-GAAP measure because they believe it provides potential note purchasers with useful information in assessing the "restricted group's" operating performance and ability to meet debt obligations.

AMD 8-K: Regulation FD — Oct 15, 2004

Summary

This Form 8-K filing from Advanced Micro Devices, Inc. (AMD) on October 15, 2004, primarily discloses unaudited consolidated financial data for the "restricted group" in connection with a proposed financing. The "restricted group" financial data excludes the results of operations for Spansion LLC, a majority-owned subsidiary (60% owned by AMD, 40% by Fujitsu), for periods subsequent to June 29, 2003. Investors should note that this restricted group reporting is designed to provide financial information relevant to the "restricted subsidiaries" portion of the business as of the issue date of potential notes. The provided financial data shows a significant turnaround. For the twelve months ended June 27, 2004, the restricted group reported a net income of $124.7 million, a stark contrast to a net loss of $224.1 million for the full fiscal year ended December 28, 2003. This improvement is further evidenced by positive operating income and a substantial increase in EBITDA to $825.2 million for the twelve months ended June 27, 2004, compared to $584.1 million for the prior fiscal year. While revenue for the twelve months ended June 27, 2004, was slightly lower than the prior year ($2.47 billion vs. $2.58 billion), the improved profitability indicates effective cost management and operational efficiencies within the restricted group.

Key Highlights

1AMD is providing "restricted group" consolidated financial data in connection with a proposed financing.
2Spansion LLC (60% AMD owned) is treated as an "unrestricted subsidiary" for the purpose of this financing, and its results are excluded from the provided "restricted group" data for periods after June 29, 2003.
3The "restricted group" reported a net income of $124.7 million for the twelve months ended June 27, 2004, a significant improvement from a net loss of $224.1 million for the fiscal year ended December 28, 2003.
4Operating income for the "restricted group" turned positive at $187.4 million for the twelve months ended June 27, 2004, compared to an operating loss of $157.0 million for the fiscal year 2003.
5EBITDA for the "restricted group" showed strong growth, reaching $825.2 million for the twelve months ended June 27, 2004, up from $584.1 million in fiscal year 2003.
6Cash and cash equivalents stood at $772.6 million as of June 27, 2004.
7Total long-term debt and similar obligations for the "restricted group" were $1.52 billion as of June 27, 2004.

ADVANCED MICRO DEVICES INC 8-K Report, Regulation FD Disclosure (Oct 15, 2004)

Summary

Key Highlights

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