8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 17, 2002

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	1-7882	94-1692300
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One AMD Place, P.O. Box 3453 Sunnyvale, California	94088-3453
(address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (408) 732-2400

Item 5.    Other Events.

On July 17, 2002, AMD reported sales of $600,299,000 and a net loss of $184,938,000, for the quarter ended June 30, 2002. The net loss amounted to $0.54 per share.

Second quarter sales declined by 39 percent from the second quarter of 2001 and by 33 percent from the first quarter of 2002. In the second quarter of 2001, AMD reported total sales of $985,264,000 and net income of $17,352,000, or $0.05 per diluted share. In the first quarter of 2002, AMD reported sales of $902,073,000 and a net loss of $9,163,000, or $0.03 per share.

For the first six months of 2002, sales declined by 31 percent from the first six months of 2001. AMD reported sales of $1,502,372,000 and a net loss of $194,101,000, or $0.57 per share. For the first six months of 2001, AMD reported sales of $2,174,011,000 and net income of $142,189,000, or $0.43 per diluted share.

PC processor sales of $380 million for the quarter fell by 35 percent compared to $588 million in the second quarter of 2001. Processor sales declined by 44 percent from the $684 million reported in the first quarter of 2002. Desktop unit sales were down while mobile processor unit sales were flat.

Second quarter sales of AMD memory products were down 45 percent compared to the second quarter of 2001, and were up nine percent from the first quarter of 2002. Memory sales were $175 million in the second quarter compared with $316 million in second quarter of 2001 and $160 million in the first quarter of 2002. AMD flash memory unit shipments increased in the second quarter of 2002 and bit shipments were a record.

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Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits

Number	Exhibit
99.1	Financial Statements

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ADVANCED MICRO DEVICES, INC.
By:	/s/    ROBERT J. RIVET
	Robert J. Rivet Senior Vice President, Chief Financial Officer

Date: July 19, 2002

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Exhibit Index

Number	Exhibit
99.1	Financial Statements

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EX-99.1

Exhibit 99.1

Advanced Micro Devices, Inc.

CONSOLIDATED BALANCE SHEETS

(Thousands)

	June 30, 2002		March 31, 2002			Dec. 30, 2001*
	(unaudited)		(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	1,099,943	$	1,276,723		$	869,997
Accounts receivable, net		534,929		692,165			659,783
Inventories		380,078		376,795			380,474
Deferred income taxes		236,152		162,820			155,898
Prepaid expenses and other current assets		166,963		151,377			286,957
Total current assets		2,418,065		2,659,880			2,353,109
Property, plant and equipment, net		2,934,877		2,769,234			2,739,138
Investment in joint venture		378,164		353,352			363,611
Other assets		171,936		182,476			191,384
	$	5,903,042	$	5,964,942		$	5,647,242
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	258,641	$	383,495		$	304,990
Accrued compensation and benefits		128,641		133,401			129,042
Accrued liabilities		343,289		321,953			443,995
Income taxes payable		37,824		56,113			56,234
Deferred income on shipments to distributors		38,381		68,016			47,978
Current portion of long-term debt, capital lease obligations and other		367,360		264,029			331,698
Total current liabilities		1,174,136		1,227,007			1,313,937
Deferred income taxes		75,438		104,661			105,305
Long-term debt, capital lease obligations and other, less current portion		1,141,060		1,123,671			672,945
Stockholders’ equity:
Capital stock:
Common stock, par value		3,423		3,414			3,405
Capital in excess of par value		1,906,952		1,898,349			1,889,217
Retained earnings		1,601,580		1,786,517			1,795,680
Accumulated other comprehensive income (loss)		453		(178,677	)		(133,247	)
Total stockholders’ equity		3,512,408		3,509,603			3,555,055
	$	5,903,042	$	5,964,942		$	5,647,242

* Derived from the December 30, 2001 audited financial statements of Advanced Micro Devices, Inc.

Exhibit 99.1

Advanced Micro Devices, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands except per share amounts)

	Quarter Ended (Unaudited)									Six Months Ended (Unaudited)
	June 30, 2002			March 31, 2002			July 1, 2001			June 30, 2002			July 1, 2001
Net sales	$	600,299		$	902,073		$	985,264		$	1,502,372		$	2,174,011
Cost of sales		558,290			586,874			636,199			1,145,164			1,351,029
Research and development		178,425			171,882			171,114			350,307			328,874
Marketing, general and administrative		160,248			156,860			156,291			317,108			305,429
		896,963			915,616			963,604			1,812,579			1,985,332
Operating income (loss)		(296,664	)		(13,543	)		21,660			(310,207	)		188,679
Interest and other income, net		8,661			9,538			12,308			18,199			31,131
Interest expense		(15,729	)		(12,158	)		(20,199	)		(27,887	)		(41,844	)
Income (loss) before income taxes and equity in net income (loss) of joint venture		(303,732	)		(16,163	)		13,769			(319,895	)		177,966
Provision (benefit) for income taxes		(121,493	)		(4,041	)		3,717			(125,534	)		56,260
Income (loss) before equity in net income (loss) of joint venture		(182,239	)		(12,122	)		10,052			(194,361	)		121,706
Equity in net income (loss) of joint venture		(2,699	)		2,959			7,300			260			20,483
Net Income (loss)	$	(184,938	)	$	(9,163	)	$	17,352		$	(194,101	)	$	142,189
Net income (loss) per common share
Basic:
Net Income (loss)	$	(0.54	)	$	(0.03	)	$	0.05		$	(0.57	)	$	0.44
Diluted:
Net income (loss)	$	(0.54	)	$	(0.03	)	$	0.05		$	(0.57	)	$	0.43
Shares used in per share calculation
—Basic		341,782			340,806			330,120			341,294			322,234
—Diluted		341,782			340,806			340,533			341,294			332,183

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