Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

(dollars in millions)

Ratio of Earnings to Fixed Charges:

	Year Ended			Year Ended			Year Ended			Quarter Ended			Quarter Ended
	12/26/2004			12/25/2005			12/31/2006			3/31/2007			3/26/2006
Interest expense	$	112		$	105		$	126		$	78		$	23
Capitalized interest		9			35			10			6			2
Estimated interest
Estimated interest portion of financing cost		14			16			15			6			3
Fixed charges	$	135		$	156		$	151		$	90		$	28
Income (loss) before minority interest, equity in net loss of Spansion Inc. and other and income taxes		79			140			(70	)		(564	)		244
Fixed charges		135			156			151			90			28
Less: interest charges capitalized		(9	)		(35	)		(10	)		(6	)		(2	)
Amortization of capitalized interest		16			10			6			2			1
Earnings (loss)	$	221		$	271		$	77		$	(478	)	$	271
Ratio of earnings to fixed charges		1.64			1.74			*			*			9.59

^* Earnings are inadequate to cover fixed charges in these periods.

For purposes of computing the ratio of earnings to fixed charges, fixed charges consist of interest expense on long-term debt and capital leases, amortization of deferred financing costs and that portion of rental expense deemed to be representative of interest. Earnings consist of income (loss) before income taxes, minority interest, and equity in net loss of Spansion Inc. and other plus fixed charges. For the fiscal year ended 2006, earnings were insufficient to cover fixed charges by $74 million. For the quarter ended March 31, 2007, earnings were insufficient to cover fixed charges by $568 million.