8-K

UNITED STATES

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

April 17, 2008

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))

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

The information in this Report, including the Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 and Item 7.01 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

On April 17, 2008, Advanced Micro Devices, Inc. (the “Company”) announced its financial position and results of operations as of and for the quarter ended March 29, 2008 in a press release that is attached hereto as Exhibit 99.1.

To supplement the Company’s financial results presented on a U.S. GAAP basis, the Company’s earnings release contains non-GAAP financial measures of non-GAAP net loss, non-GAAP operating loss and adjusted EBITDA.

To derive non-GAAP net loss, the Company excluded certain charges consisting of acquisition charges related to its acquisition of ATI Technologies, Inc. (“ATI”) which closed on October 24, 2006, the tax benefit from ATI acquisition-related charges and charges related to the impairment of the Company’s investment in Spansion Inc. To derive non-GAAP operating loss, the Company excluded certain ATI acquisition-related charges. Specifically, these non-GAAP financial measures reflect adjustments based of the following:

Impairment charges for goodwill and acquired intangible assets: As a result of the Company’s annual goodwill impairment analysis and the analysis of impairment on acquired intangible assets in the fourth quarter of 2007, the Company concluded that a portion of their carrying values were impaired and the charge was taken in the fourth quarter of 2007. The Company believes these charges are not indicative of ongoing performance and consequently excluded the effect of these charges from its fourth quarter of 2007 GAAP operating loss and its fourth quarter of 2007 GAAP net loss.

Other ATI acquisition-related charges: The Company incurred significant expenses in connection with the ATI acquisition, which it would not have otherwise incurred and which the Company believes are not indicative of ongoing performance. Other ATI acquisition-related charges primarily consist of the amortization expense of acquired intangible assets, integration charges incurred in connection with integrating the two companies and, in the first quarter of 2007, the cost of fair value adjustment of acquired inventory. These other ATI acquisition-related charges have been excluded to derive non-GAAP operating loss. To derive non-GAAP net loss, the Company excluded these other ATI acquisition-related charges as well as the tax benefit from these charges.

Spansion Inc. investment impairment charge: The investment impairment charge relates to the other than temporary impairment charge that the Company recorded in the fourth quarter of 2007 on its investment in Spansion Inc. The Company excluded the effect of this item from its GAAP net loss as it is not indicative of ongoing performance.

The Company believes that the exclusion of these amounts enables investors to better evaluate its current operating performance compared with prior periods.

In addition, the Company presented “Adjusted EBITDA” in the financial schedules to the earnings release. In the financial schedules, Adjusted EBITDA was determined by adjusting net loss for depreciation and amortization, amortization of acquired intangible assets, impairment of goodwill and acquired intangible assets, interest expense and taxes.

Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release and financial schedules of these non-GAAP financial measures to the most directly comparable U.S. GAAP financial measures.

The Company provided non-GAAP net loss in the press release to reflect the results without ATI acquisition-related charges, the tax benefit from the ATI acquisition-related charges and the charge related to the Spansion investment impairment. The Company provided non-GAAP operating loss in the press release to reflect the results without ATI acquisition-related charges. The Company’s management believes this non-GAAP presentation will aid investors by presenting current and historical results in a form that makes it easier to compare current period operating results with historical operating results.

The Company calculated and communicated Adjusted EBITDA in the financial schedules because the Company’s management believes it is of interest to investors and lenders in relation to its overall capital structure and its ability to borrow additional funds.

The Company’s calculation of Adjusted EBITDA may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view Adjusted EBITDA as an alternative to the U.S. GAAP operating measure of net income or U.S. GAAP liquidity measures of cash flows from operating, investing and financing activities. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows.

Management does not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with U.S. GAAP. These non-GAAP measures should be read only in conjunction with the Company’s consolidated financial statements prepared in accordance with U.S. GAAP.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release dated April 17, 2008.

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.

Date: April 17, 2008	ADVANCED MICRO DEVICES, INC.
	By:	/s/ Faina Medzonsky
	Name:	Faina Medzonsky
	Title:	Assistant General Counsel and Assistant Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release dated April 17, 2008.

EX-99.1

Exhibit 99.1

AMD NEWS RELEASE

EDITORIAL CONTACT:	INVESTOR CONTACT:
Drew Prairie (512) 602-4425 drew.prairie@amd.com	Ruth Cotter (408) 749-3887 ruth.cotter@amd.com

AMD Reports First Quarter Results

SUNNYVALE, Calif. — April 17, 2008 — AMD (NYSE: AMD) today reported first quarter 2008 revenue of $1.505 billion, a net loss of $358 million, or $0.59 per share, and an operating loss of $264 million. These results include an impact of $50 million, or $0.08 per share, from ATI acquisition-related charges. First quarter revenue decreased 15 percent compared to the fourth quarter of 2007 and increased 22 percent compared to the first quarter of 2007. In the fourth quarter of 2007, AMD reported revenue of $1.770 billion, a net loss of $1.772 billion, and an operating loss of $1.678 billion. In the first quarter of 2007, AMD reported revenue of $1.233 billion, a net loss $611 million, and an operating loss of $504 million.

Reconciliation of GAAP Net Loss to Non-GAAP Net Loss¹

(Millions except per share amounts)	Q1-08					Q4-07						Q1-07
GAAP net loss/EPS, less:	$	(358	)	(0.59	)	$	(1,772	)	$	(3.06	)	$	(611	)	(1.11	)
ATI acquisition-related charges		(50	)	(0.08	)		(1,669	)		(2.89	)		(113	)	(0.21	)
Tax benefit from ATI acquisition-related charges		-		-			63			0.11			-		-
Spansion investment impairment		-		-			(69	)		(0.12	)		-		-
Total net charges		(50	)	(0.08	)		(1,675	)		(2.89	)		(113	)	(0.21	)
Non-GAAP net loss1	$	(308	)	-		$	(97	)		-		$	(498	)	-

Reconciliation of GAAP Operating Loss to Non-GAAP Operating Loss¹

(Millions)	Q1-08			Q4-07			Q1-07
GAAP operating loss, less:	$	(264	)	$	(1,678	)	$	(504	)
ATI acquisition-related charges		(50	)		(1,669	)		(113	)
Non-GAAP operating loss1	$	(214	)	$	(9	)	$	(391	)

“A seasonally weak first quarter was amplified by a challenging economic environment for consumers and lower than expected revenues of previous generation products, resulting in lower than expected revenues in all business segments. However,

¹ In this press release, in addition to GAAP financial results, AMD has provided non-GAAP financial measures for operating loss and net loss to reflect its financial results without ATI acquisition-related charges (refer to footnote 4 of the financial tables for further details of these charges) for operating loss and in addition, for Q4-07 without the tax benefit from ATI acquisition-related charges and investment impairment charges for net loss. Management believes this non-GAAP presentation makes it easier for investors to compare current and historical period operating results.

we are encouraged by the market acceptance of our Quad-Core AMD Opteron^™ server processors as well as our new chipset and graphics offerings,” said Robert J. Rivet, AMD’s Chief Financial officer. “We remain committed to achieve operating profitability in the second half of the year, driven by our portfolio of new products and platforms and aggressive restructuring programs.”

First quarter 2008 gross margin was 42 percent compared to 44 percent in the fourth quarter of 2007 and 28 percent in the first quarter of 2007. The decrease from the prior quarter was primarily due to decreased microprocessor unit shipments.

Segment Information

(Millions)	Q1-08		vs Q4-07		vs Q1-07
Computing Solutions
Revenue	$	1,194	-15	%	30	%
Microprocessor Units		-	Down		Up
Microprocessor Average Selling Price (ASP)		-	Flat		Flat
Graphics
Revenue	$	230	-11	%	17	%
Units		-	Up		Up
Average Selling Price (ASP)		-	Down		Flat
Consumer Electronics
Revenue	$	81	-26	%	-31	%
Total AMD
Revenue	$	1,505	-15	%	22	%

Current Outlook

AMD’s outlook statements are based on current expectations. The following statements are forward looking, and actual results could differ materially depending on market conditions and the factors set forth under “Cautionary Statement” below.

In the seasonally down second quarter, AMD expects revenue to decrease in line with seasonality. As previously disclosed, AMD expects to record a restructuring charge in the second quarter of 2008.

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Additional Quarterly Highlights

• AMD began volume shipments of Quad-Core AMD Opteron processors. Initial systems are available now from several customers including Dell and HP and more platforms expected to be available in the coming weeks from our largest global customers.

• AMD launched seven new AMD Phenom^™ processors, including:

• AMD Phenom X4 9100e, the industry’s first energy-efficient desktop quad-core processor;

• AMD Phenom X4 9850 Black Edition processor; and

• AMD Phenom X3 8000 series, the world’s first triple-core processor.

• AMD introduced the 780 Series chipset, the industry’s most advanced motherboard GPU and the first product capable of combining the graphics power of integrated motherboard and discrete graphics to deliver a better visual experience.

• AMD introduced the ATI Radeon^™ HD 3870 X2 graphics card delivering leading performance for the enthusiast user and the ATI Radeon HD 3400 and ATI Radeon HD 3600 series to provide outstanding performance and unmatched value for the mainstream user. AMD also announced software updates to enable the world’s first quad-GPU support.

• AMD demonstrated its first 45nm quad-core processors for servers and desktops.

• AMD announced its first application processor for feature-rich multimedia mobile phones, strengthened its portfolio of discrete media processors, and expanded its handheld graphics IP offerings.

• AMD introduced the ATI FireGL^™ V7700, the first commercially available 3D workstation graphics card with DisplayPort support, and a new 2D workstation graphics card which delivers exceptional energy efficiency and longevity.

AMD Teleconference

AMD will hold a conference call for the financial community at 2:00 p.m. PT (5:00 p.m. ET) today to discuss its first quarter financial results. AMD will provide a real-time audio broadcast of the teleconference on the Investor Relations page of its Web site at www.amd.com. The webcast will be available for 10 days after the conference call.

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About AMD

Advanced Micro Devices (NYSE: AMD) is a leading global provider of innovative processing solutions in the computing, graphics and consumer electronics markets. AMD is dedicated to driving open innovation, choice and industry growth by delivering superior customer-centric solutions that empower consumers and businesses worldwide. For more information, visit www.amd.com.

Cautionary Statement

This release contains forward-looking statements concerning revenue for the second quarter of 2008, profitability for the second half of 2008 driven by new products and platforms, restructuring programs, and availability of platforms containing the Quad-Core AMD Opteron processor, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are commonly identified by words such as “would,” “may,” “expects,” “believes,” “plans,” “intends,” “projects,” and other terms with similar meaning. Investors are cautioned that the forward-looking statements in this release are based on current beliefs, assumptions and expectations, speak only as of the date of this release and involve risks and uncertainties that could cause actual results to differ materially from current expectations. Risks include the possibility that Intel Corporation’s pricing, marketing and rebating programs, product bundling, standard setting, new product introductions or other activities targeting the company’s business will prevent attainment of the company’s current plans; the company will require additional funding and may not be able to raise funds on favorable terms or at all; the company’s cost containment efforts will not be effective; customers stop buying the company’s products or materially reduce their operations or demand for its products; the company will be unable to develop, launch and ramp new products and technologies in the volumes and mix required by the market and at mature yields on a timely basis; the company’s competitors, customers and suppliers may take actions that will negate the anticipated benefits of the company’s acquisition of ATI; demand for computers and consumer electronics products and, in turn, demand for the company’s products will be lower than currently expected; global business and economic conditions will worsen, resulting in lower than currently expected revenue in the second quarter of 2008 and beyond; there will be unexpected variations in market growth and demand for the company’s products and technologies in light of the product mix that it may have available at any particular time or a decline in demand; the company will be unable to transition to advanced manufacturing process technologies in a timely and effective way, consistent with planned capital expenditures; the company will be unable to maintain the level of investment in research and development and capacity that is required to remain competitive; and the company will be unable to obtain sufficient manufacturing capacity or components to meet demand for its products or will under-utilize its microprocessor manufacturing facilities. Investors are urged to review in detail the risks and uncertainties in the company’s Securities and Exchange Commission filings, including but not limited to the Annual Report on Form 10-K for the year ended December 29, 2007.

AMD, the AMD Arrow logo, AMD Opteron, AMD Phenom and combinations thereof, and ATI, the ATI logo, FireGL and Radeon are trademarks of Advanced Micro Devices, Inc. Other names are for informational purposes only and used to identify companies and products and may be trademarks of their respective owners.

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ADVANCED MICRO DEVICES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Millions except per share amounts and percentages)

	Quarter Ended
	Mar. 29, 2008 (Unaudited)			Dec. 29, 2007 (Unaudited)			Mar. 31, 2007 (Unaudited)
Net revenue	$	1,505		$	1,770		$	1,233
Cost of sales		877			985			886
Gross margin		628			785			347
Gross margin %		42	%		44	%		28	%
Research and development		501			473			432
Marketing, general and administrative		341			321			335
Amortization of acquired intangible assets and integration charges		50			61			84
Impairment of goodwill and acquired intangible assets		—			1,608			—
Operating income (loss)		(264	)		(1,678	)		(504	)
Interest income		15			19			16
Interest expense		(95	)		(95	)		(78	)
Other income (expense), net		(1	)		1			2
Income (loss) before minority interest, equity in net loss of Spansion Inc. and other and income taxes		(345	)		(1,753	)		(564	)
Minority interest in consolidated subsidiaries		(13	)		(9	)		(8	)
Equity in net loss of Spansion Inc. and other		—			(69	)		(16	)
Income (loss) before income taxes		(358	)		(1,831	)		(588	)
Provision (benefit) for income taxes		—			(59	)		23
Net income (loss)	$	(358	)	$	(1,772	)	$	(611	)
Net income (loss) per common share
Basic	$	(0.59	)	$	(3.06	)	$	(1.11	)
Diluted	$	(0.59	)	$	(3.06	)	$	(1.11	)
Shares used in per share calculation
Basic		606			579			549
Diluted		606			579			549

ADVANCED MICRO DEVICES, INC.

CONSOLIDATED BALANCE SHEETS

(Millions)

	Mar. 29, 2008 (Unaudited)			Dec. 29, 2007*
Assets
Current assets:
Cash, cash equivalents and marketable securities	$	1,753		$	1,889
Accounts receivable, net		538			640
Inventories		785			821
Prepaid expenses and other current assets		332			402
Deferred income taxes		105			64
Total current assets		3,513			3,816
Property, plant and equipment, net		4,765			4,720
Goodwill		1,907			1,907
Acquisition related intangible assets, net		536			587
Other assets		487			520
Total Assets	$	11,208		$	11,550
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	944		$	1,009
Accrued compensation and benefits		151			186
Accrued liabilities		946			821
Deferred income on shipments to distributors		92			101
Current portion of long-term debt and capital lease obligations		262			238
Other current liabilities		343			270
Total current liabilities		2,738			2,625
Deferred income taxes		4			6
Long-term debt and capital lease obligations, less current portion		5,025			5,031
Other long-term liabilities		615			633
Minority interest in consolidated subsidiaries		189			265
Stockholders’ equity:
Capital stock:
Common stock, par value		6			6
Capital in excess of par value		5,941			5,921
Retained earnings (deficit)		(3,458	)		(3,100	)
Accumulated other comprehensive income		148			163
Total stockholders’ equity		2,637			2,990
Total Liabilities and Stockholders’ Equity	$	11,208		$	11,550

* Amounts for the year ended December 29, 2007 were derived from the December 29, 2007 audited financial statements.

ADVANCED MICRO DEVICES, INC.

SELECTED CORPORATE DATA

(Unaudited)

(Millions except headcount and percentages)

	Quarter Ended
	Mar. 29, 2008			Dec. 29, 2007			Mar. 31, 2007
Segment Information
Computing Solutions (1)
Net revenue	$	1,194		$	1,402		$	918
Operating income (loss)	$	(160	)	$	21		$	(321	)
Graphics (2)
Net revenue		230			259			197
Operating income (loss)		(11	)		(12	)		(35	)
Consumer Electronics (3)
Net revenue		81			109			118
Operating income (loss)		(8	)		12			(4	)
All Other (4)
Net revenue		—			—			—
Operating income (loss)		(85	)		(1,699	)		(144	)
Total AMD
Net revenue	$	1,505		$	1,770		$	1,233
Operating income (loss)	$	(264	)	$	(1,678	)	$	(504	)
Other Data
Depreciation & amortization (excluding amortization of acquired intangible assets)	$	267		$	273		$	243
Capital additions	$	323		$	267		$	586
Headcount		16,398			16,420			16,745
Adjusted EBITDA (5)	$	54		$	203		$	(196	)

(1) Computing Solutions segment includes microprocessors, chipsets and embedded processors.

(2) Graphics segment includes graphics, video and multimedia products developed for use in desktop and notebook computers, including home media PCs, professional workstations and servers.

(3) Consumer Electronics segment includes products for and revenue related to mobile phones and PDAs, digital televisions and other consumer electronics and royalties received in connection with the sale of game console systems that incorporate the Company’s technology.

(4) All Other category includes employee stock-based compensation expense and certain operating expenses and credits that are not allocated to the operating segments. Also included in this category are the ATI acquisition-related charges. Details of the ATI acquisition-related charges and employee stock-based compensation expense are shown below.

ATI acquisition-related charges:

	Quarter Ended
	Q108		Q407		Q107
Amortization of acquired intangible assets	$	50	$	58	$	71
Integration charges		—		3		13
Subtotal	$	50	$	61	$	84
Impairment of goodwill and acquired intangible assets		—		1,608		—
Cost of fair value adjustment of acquired inventory		—		—		29
ATI acquisition-related charges	$	50	$	1,669	$	113

Employee stock-based compensation expense:

	Quarter Ended
	Q108		Q407		Q107
Cost of sales	$	3	$	3	$	2
Research and development		16		12		14
Marketing, general and administrative		2		11		12
	$	21	$	26	$	28

(5) Reconciliation of Net income (loss) to Adjusted EBITDA*

	Quarter Ended
	Q108			Q407			Q107
Net income (loss)	$	(358	)	$	(1,772	)	$	(611	)
Depreciation and amortization		267			273			243
Amortization of acquired intangible assets		50			58			71
Impairment of goodwill and acquired intangible assets		—			1,608			—
Interest expense		95			95			78
Provision (benefit) for income taxes		—			(59	)		23
Adjusted EBITDA	$	54		$	203		$	(196	)

* The Company defines Adjusted EBITDA as net income (loss) adjusted for depreciation and amortization, amortization of acquired intangible assets, impairment of goodwill and acquired intangible assets, interest expense and taxes. The Company calculates and communicates Adjusted EBITDA because management believes it is of interest to investors and lenders in relation to its overall capital structure and its ability to borrow additional funds. The Company’s calculation of Adjusted EBITDA may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view Adjusted EBITDA as an alternative to the U.S. GAAP operating measure of net income or U.S. GAAP liquidity measures of cash flows from operating, investing and financing activities. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows.