8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 15, 2005

Date of Report (Date of earliest event reported)

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-07882	94-1692300
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One AMD Place

P.O. Box 3453
Sunnyvale, California 94088-3453

(Address of principal executive offices) (Zip Code)

(408) 749-4000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On December 21, 2005, Advanced Micro Devices, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Report”) in connection with the reorganization of its former majority-owned subsidiary, Spansion LLC, and the initial public offering of Class A common stock of Spansion Inc.

This amendment is filed solely to file a revised Exhibit 99.1 to correct typographical errors in Exhibit 99.1 to the Initial Report.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(b) Pro Forma Financial Information

The tables included in Exhibit 99.1 set forth the Company’s (i) unaudited pro forma condensed consolidated statements of operations for the fiscal year ended December 26, 2004 and the nine months ended September 25, 2005 after giving effect to the IPO, as if the IPO occurred, and the equity method of accounting was applied, to the Company’s reduced ownership interest in Spansion as of the beginning of each respective period and (ii) an unaudited pro forma consolidated condensed balance sheet as of September 25, 2005 after giving effect to the IPO as if the IPO occurred and the equity method of accounting was applied as of that date.

These unaudited pro forma consolidated condensed financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or the financial position that would have been achieved had the Company applied the equity method of accounting as of the dates indicated or of the operating results or financial position of any future period. These unaudited pro forma consolidated condensed financial statements and the accompanying notes should be read together with:

• The Company’s consolidated financial statements and accompanying notes as of and for the year ended December 26, 2004, and the Section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s Annual Report on Form 10-K for the year ended December 26, 2004.

• The Company’s consolidated financial statements and accompanying notes as of and for the nine months ended September 25, 2005, and the Section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 25, 2005.

(d) Exhibits

Exhibit No.	Description
99.1	Unaudited Pro Forma Financial Consolidated Financial Statements
	(i) Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 25, 2005
	(ii) Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 26, 2004
	(iii) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 25, 2005

2

SIGNATURES

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

	ADVANCED MICRO DEVICES, INC.
Date: December 23, 2005	By:	/s/ Faina Medzonsky
		Name: Faina Medzonsky Title: Assistant Secretary

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Pro Forma Financial Consolidated Financial Statements
	(i) Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Nine Months Ended September 25, 2005
	(ii) Unaudited Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 26, 2004
	(iii) Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 25, 2005

EX-99.1

Exhibit 99.1

	For the Nine Months Ended Sept. 25, 2005
	Actual			Pro Forma Adjustments(1)			Pro Forma Adjustments		Pro Forma
	(in thousands, except per share amounts)
Unaudited Pro Forma Condensed Consolidated Statement of Operations Data:
Net sales	$	4,009,301		$	(1,425,362	)			$	2,583,939
Expenses:
Cost of sales		2,469,663			(1,313,802	)	(7,221	)(2)		1,148,641
Research and development		814,724			(219,526	)				595,197
Marketing, general and administrative		698,974			(137,818	)				561,155
Operating income		25,940			245,784					278,945
Interest income and other, net		13,126			(3,772	)				9,354
Interest expense		(80,513	)		17,448					(63,065	)
Income (loss) before minority interest and income taxes		(41,447	)		259,461					225,234
Minority interest in net loss of subsidiaries		105,985					(118,719	)(3)		(12,734	)
(Benefit) provision for income taxes		(5,358	)		13,580					8,222
Equity share in net loss of Spansion							(97,247	)(4)		(97,247	)
Net income (loss)	$	69,896							$	107,031
Net income (loss) per share:
Basic	$	0.18							$	0.27
Diluted	$	0.17							$	0.26
Shares used in per share calculation:
Basic		395,839								395,839
Diluted		409,586								409,586

⁽¹⁾ These pro forma adjustments are made to exclude the income statement line items of Spansion Inc. that were previously consolidated as a majority owned subsidiary.

⁽²⁾ This adjustment is made to include the amortization of the excess of fair value over net book value of assets acquired pursuant to the formation of Spansion LLC on June 30, 2003.

⁽³⁾ This adjustment represents the elimination of minority interest share of Spansion Inc.’s net loss.

⁽⁴⁾ This adjustment represents AMD’s 37.9 percent equity share in the net loss of Spansion Inc.

	For the Year Ended Dec. 26, 2004
	Actual			Pro Forma Adjustments(1)			Pro Forma Adjustments		Pro Forma
	(in thousands, except per share amounts)
Unaudited Pro Forma Condensed Consolidated Statement of Operations Data:
Net sales	$	5,001,435		$	(2,342,542	)			$	2,658,893
Expenses:
Cost of sales		3,032,586			(1,837,295	)	(9,598	)(2)		1,185,692
Research and development		934,574			(273,467	)				661,107
Marketing, general and administrative		807,011			(200,459	)				606,552
Restructuring and other special charges (recoveries), net		5,456			—					5,456
Operating income		221,809			(31,320	)				200,087
Interest income and other, net		(31,150	)		(6,513	)				(37,663	)
Interest expense		(112,329	)		21,115					(91,214	)
Income (loss) before minority interest and income taxes		78,330			(16,719	)				71,210
Minority interest in net loss of subsidiaries		18,664					(22,857	)(3)		(4,194	)
(Benefit) provision for income taxes		5,838			8,908					14,746
Equity share in net loss of Spansion							(7,467	)(4)		(7,467	)
Net income (loss)	$	91,156							$	44,803
Net income (loss) per share:
Basic	$	0.25							$	0.12
Diluted	$	0.25							$	0.12
Shares used in per share calculation:
Basic		358,886								358,886
Diluted		371,066								371,066

⁽¹⁾ These pro forma adjustments are made to exclude the income statement line items of Spansion Inc. that were previously consolidated as a majority owned subsidiary.

⁽²⁾ This adjustment is made to include the amortization of the excess of fair value over net book value of assets acquired pursuant to the formation of Spansion LLC on June 30, 2003.

⁽³⁾ This adjustment represents the elimination of minority interest share of Spansion Inc.’s net loss.

⁽⁴⁾ This adjustment represents AMD’s 37.9 percent equity share in the net loss of Spansion Inc.

	As of Sept. 25, 2005
	Actual			Pro Forma Adjustments(1)			Pro Forma Adjustments(2)			Pro Forma Adjustments(3)			Pro Forma
	(in thousands, except per share amounts)
Unaudited Pro Forma Condensed Consolidated Balance Sheet Data:
ASSETS
Current assets:
Cash and cash equivalents	$	806,115		$	(119,024	)	$			$			$	687,091
Short-term investments		536,052			—									536,052
Total cash and cash equivalents and short-term investments		1,342,167			(119,024	)		—			—			1,223,143
Accounts receivable		673,211			10,756									683,967
Accounts receivable from related party		204,383			(204,383	)					80,780			80,780
Allowance for doubtful accounts		(15,795	)		470									(15,325	)
Total accounts receivable, net		861,799			(193,157	)		—			80,780			749,422
Inventories:
Raw materials		49,738			(25,000	)								24,738
Work-in-process		677,991			(384,723	)								293,268
Finished goods		204,034			(72,511	)								131,523
Total inventories		931,763			(482,233	)		—			—			449,530
Deferred income taxes		54,232			(27,503	)								26,729
Prepaid expenses and other current assets		263,878			(19,517	)								244,361
Notes receivable from related party											340,886			340,886
Other receivable from related party		8,564			(8,564	)								—
Total current assets		3,462,403			(849,998	)		—			421,666			3,034,071
Property, plant and equipment:
Land and land improvements		68,792			(36,232	)								32,560
Buildings and leasehold improvements		2,471,263			(1,395,349	)								1,075,914
Equipment		7,774,795			(4,369,352	)		(39,860	)					3,365,583
Construction in progress		1,168,906			(201,107	)								967,799
Total property, plant and equipment		11,483,756			(6,002,040	)		(39,860	)		—			5,441,856
Accumulated depreciation and amortization		(7,162,372	)		4,355,483									(2,806,889	)
Property, plant and equipment, net		4,321,384			(1,646,557	)		(39,860	)		—			2,634,967
Other assets		376,169			(38,389	)		(25,698	)					312,082
Equity Investment					988,335			50,780			(336,802	)		702,313
Total assets	$	8,159,956		$	(1,546,609	)	$	(14,778	)	$	84,864		$	6,683,433
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Notes payable to bank under revolving loans	$	75,656			(75,656	)							$	—
Accounts payable		901,708			(296,998	)								604,710
Accounts payable to related party		39,943			(39,943	)					203,424			203,424
Accrued compensation and benefits		232,446			(60,838	)								171,608
Accrued liabilities		390,213			(41,649	)								348,564
Accrued royalties to related party		4,118			(4,118	)								—
Accrued liabilities to Spansion Pension Trust		8,564			(8,564	)								—
Restructuring accruals, current portion		21,355			(161	)								21,194
Income taxes payable		12,245			(1,934	)								10,311
Deferred income on shipments to distributors		163,652			(27,277	)								136,375
Current portion of long-term debt and capital lease obligations		184,872			(165,487	)								19,385
Current portion of long-term debt payable to related party		40,000			(40,000	)								—
Other current liabilities		137,583			187									137,770
Total current liabilities		2,212,355			(762,439	)		—			203,424			1,653,340
Deferred income taxes		50,630			(26,032	)								24,598
Long-term debt and capital lease obligations, less current portion		1,708,872			(158,470	)								1,550,402
Long-term debt payable to related party		—			—									—
Other long-term liabilities		436,802			(21,876	)		(14,778	)					400,148
Minority interest		777,052			(577,791	)								199,261
Commitments and contingencies
Stockholders’ equity:
Capital stock:
Common stock		4,020			—									4,020
Capital in excess of par value		2,528,219			—									2,528,219
Treasury stock, at cost		(89,715	)		—									(89,715	)
Retained earnings		378,067			—						(118,560	)		259,507
Accumulated other comprehensive income		153,654			—									153,654
Total stockholders’ equity		2,974,245			—			—			(118,560	)		2,855,685
Total liabilities and stockholders’ equity	$	8,159,956			(1,546,609	)		(14,778	)		84,864		$	6,683,433

⁽¹⁾ These adjustments are made to exclude the balance sheet line items of Spansion Inc. that were previously consolidated as a majority owned subsidiary.

⁽²⁾ These adjustments are made to exclude the impact of the remaining unamortized balances representing the excess of fair value over net book value of assets acquired and liabilities assumed pursuant to the formation of Spansion LLC on June 30, 2003.

⁽³⁾ These adjustments are made to include the receivable and payable balances between the Company and Spansion that were previously eliminated upon consolidation as well as the estimated loss on the dilution of the Company’s ownership interest in Spansion from 60 percent to 37.9 percent as a result of Spansion’s initial public offering of Class A common stock. Because the estimated loss was calculated based on Spansion’s net book value as of September 25, 2005 the actual amount of loss will be different as it will be based on Spansion’s net book value as of December 20, 2005.