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

October 7, 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)

x 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 7.01 Regulation FD Disclosure.

The information in this Item, including the Exhibit 99.1 attached hereto, is furnished pursuant to 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.

A copy of the investor roadshow slides (the “Presentation”) used by Advanced Micro Devices, Inc. (“AMD”) in connection with the announcement of the creation of a manufacturing joint venture by AMD and Advanced Technology Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi and wholly owned by the Government of Abu Dhabi, is attached hereto as Exhibit 99.1.

Where You Can Find Additional Information

AMD will file a proxy statement pursuant to which AMD’s board of directors will solicit proxies in connection with seeking AMD stockholder approval of the issuance of AMD shares and warrants pursuant to the Master Transaction Agreement with the Securities and Exchange Commission (the “SEC”). Investors and security holders are urged to read the proxy statement when it becomes available and other relevant documents filed with the SEC because they will contain important information. Security holders may obtain a free copy of the proxy statement, when AMD files it with the SEC in the coming weeks, and other documents filed by AMD with the SEC at the SEC’s web site at http://www.sec.gov. The proxy statement and other documents may also be obtained free of charge by contacting AMD Investor Relations at investor.relations@amd.com or by telephone: (408) 749-4000.

AMD and its executive officers and directors may be deemed to be participants in the solicitation of proxies from AMD’s stockholders with respect to the issuance of AMD shares and warrants pursuant to the Master Transaction Agreement. Information regarding such executive officers and directors is included in AMD’s Proxy Statement for its 2008 Annual Meeting of Stockholders filed with the SEC on March 14, 2008, which is available free of charge at the SEC’s web site at http://www.sec.gov and by contacting AMD Investor Relations at investor.relations@amd.com or by telephone: (408) 749-4000. Certain executive officers and directors of AMD have interests in the transaction that may differ from the interests of AMD stockholders generally. These interests will be described in the proxy statement when AMD files it with the SEC in the coming weeks.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	The Presentation.

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: October 7, 2008	ADVANCED MICRO DEVICES, INC.
	By:	/s/ Faina Medzonsky
	Name:	Faina Medzonsky
	Title:	Assistant General Counsel and Assistant Secretary

Exhibit Index.

Exhibit No.	Description
99.1	The Presentation.

EX-99.1

AMD Investor Roadshow

Dirk Meyer, President and CEO

Bob Rivet, Executive Vice President and CFO

October 7, 2008

Introducing The Foundry Company and

The New ‘Asset Smart’

AMD

Exhibit 99.1

| Investor Roadshow | October 7, 2008

2

Forward Looking Disclaimer

This

document

contains

forward-looking

statements,

which

are

made

pursuant

to

the

safe

harbor

provisions

of

the

U.S.

Private

Securities

Litigation

Reform

Act

of

1995.

These

forward-looking

statements

are

based

on

risks

and

uncertainties

that

could

cause

actual

results

to

differ

materially

from

expectations.

These

forward-looking

statements

should

not

be

relied

upon

as

predictions

of

future

events

as

we

cannot

assure

you

that

the

events

or

circumstances

reflected

in

these

statements

will

be

achieved

or

will

occur.

You

can

identify

forward-looking

statements

by

the

use

of

forward-looking

terminology

including

“believes,”

“expects,”

“may,”

“will,”

“should,”

“seeks,”

“intends,”

“plans,”

“pro

forma,”

“estimates,”

or

“anticipates”

or

the

negative

of

these

words

and

phrases

or

other

variations

of

these

words

and

phrases

or

comparable

terminology.

These

forward-looking

statements

relate

to,

among

other

things,

our

asset

smart

strategy,

the

impact

and

effects

of

our

The

Foundry

Company

joint

venture,

future

demand

for

our

products,

capital

expenditures,

potential

benefits

of

our

The

Foundry

Company

joint

venture

and

the

timing

of

our

The

Foundry

Company

joint

venture.

The

material

factors

that

could

cause

actual

results

to

differ

materially

from

current

expectations

include,

without

limitation,

the

following:

that

Intel

Corporation’s

pricing,

marketing

and

rebating

programs,

product

bundling,

standard

setting,

new

product

introductions

or

other

activities

targeting

the

company’s

business

may

negatively

impact

sales

plans;

any

inability

to

realize

all

of

the

anticipated

benefits

of

our

proposed

The

Foundry

Company

joint

venture

because,

among

other

things,

the

revenues,

cost

savings,

improved

cash

flow,

growth

prospects

and

any

other

benefits

expected

from

the

transaction

may

not

be

fully

realized

or

may

take

longer

to

realize

than

expected;

that

The

Foundry

Company

joint

venture

does

not

close;

a

downturn

in

the

semiconductor

industry;

unexpected

variations

in

market

growth

and

demand

for

our

products

and

technologies

in

light

of

the

product

mix

that

we

may

have

available

at

any

particular

time

or

even

a

decline

in

demand;

our

cost

reduction

efforts

are

not

effective;

any

inability

to

improve

the

efficiency

of

our

supply

chain;

any

inability

to

transition

to

advanced

manufacturing

process

technologies

in

a

timely

and

effective

way,

consistent

with

planned

capital

expenditures;

any

inability

to

develop,

launch

and

ramp

new

products

and

technologies

in

the

volumes

and

mix

required

by

the

market

at

mature

yields

and

on

a

timely

basis;

any

inability

to

obtain

sufficient

manufacturing

capacity

or

components

to

meet

demand

for

our

products

or

the

under-

utilization

of

The

Foundry

Company’s

manufacturing

facilities;

the

effect

of

political

or

economic

instability

internationally

on

our

sales

or

production;

or

that

The

Foundry

Company

is

less

successful

than

anticipated.

We

urge

investors

to

review

in

detail

the

risks

and

uncertainties

in

our

Securities

and

Exchange

Commission

filings,

including

but

not

limited

to

the

Quarterly

Report

on

Form

10-Q

for

the

quarter

ended

June

28,

2008.

| Investor Roadshow | October 7, 2008

3

Introduction

Creating a global, leading-edge foundry with world-class,

committed partners

NOTE:  Mubadala and ATIC (Advanced Technology Investment Company) are investment arms of the Abu Dhabi Government.

Unlocking the value of AMD’s manufacturing talent and assets

Strengthening AMD balance sheet

Reducing AMD capital investment requirements

AMD securing guaranteed access to the most advanced, leading-edge capacity

Committed future equity funding of a minimum of $3.6B and up to $6.0B from

ATIC to The Foundry Company

Expanding and strengthening the Foundry Company’s IBM partnership

Mubadala and ATIC are strategic financial partners for AMD and The Foundry

Company, respectively

Positioning

and

financing

AMD

and

The

Foundry

Company

for

growth

and

success

| Investor Roadshow | October 7, 2008

4

What We Are Announcing

Introducing “The Foundry Company”

ATIC’s long-term vision and

”patient capital”

AMD’s manufacturing leadership and global workforce

IBM’s process technology

Capital to meet growing global demand for leading-edge

semiconductor manufacturing

The Foundry Company plans to build a state-of-the-art

manufacturing facility in Upstate New York, USA

(creating over 1,400 jobs) -

and add an additional world-class

facility in Dresden, Germany with completion of Fab 38

AMD goes “Asset Smart”

Strengthens balance sheet

Dedicated access to significant leading-edge fab capacity

World-class design leadership in processing and graphics

Future capital investments in wafer fabs optional

AMD and ATIC agreed to form a world-class joint venture

to unlock the value of AMD’s manufacturing expertise and create an

independent, global leading-edge semiconductor manufacturing company

With the combination of manufacturing excellence, patient capital, business acumen and

global talent to lead the next logical step in the evolution of the semiconductor industry

The

Foundry

Company

The

Foundry

Company

| Investor Roadshow | October 7, 2008

5

Overview of ATIC

ATIC is investing $1.4B directly into The Foundry Company and paying $0.7B to AMD in

exchange

for

a

55.6%

fully

diluted

stake

in

The

Foundry

Company.

They

are

also

committing

future

equity

funding

of

a

minimum

of

$3.6B

and

up

to

$6.0B

to

The

Foundry

Company for capital  investments in Upstate New York and Dresden, Germany

ATIC seeks to identify and

realize long-term investment

opportunities in the highly

competitive and capital-

intensive advanced technology

sector.

These advantages

include significant and reliable

capital, a patient investment

philosophy, and a subsequently

long-term investment horizon.

ATIC was founded in 2008

ATIC will hold and manage the stake in The Foundry

Company

ATIC will enter into an initial management agreement

with Mubadala to help manage The Foundry Company

stake while ATIC develops required specialist capabilities

ATIC is focused on making significant investments in the

advanced technology sector, both locally and

internationally.

The Advanced Technology Investment Company (ATIC) –

a technology investment company wholly owned by                

the Government of Abu Dhabi

| Investor Roadshow | October 7, 2008

6

The Foundry

Company is uniquely

positioned to

win in this

new era

A Large and Timely Growth Opportunity

Global demand is growing for contract 

semiconductor manufacturing -

particularly

leading-edge, independent foundry services

Global semiconductor sales set to grow

from $277B in 2008 to $321B in 2010(1)

Rapidly

rising

cost

and

complexity

in

semiconductor manufacturing

Widespread

transition

to

foundries

by

major IDMs, including TI, Sony, STM, Freescale

IBM Alliance is strong and formidable

with shared objectives, investments, returns

AMD history of manufacturing leadership

is ahead of all major independent foundries

(1) Source: Semiconductor Industry Association

| Investor Roadshow | October 7, 2008

7

Technology Leadership

Deep partnership with IBM

Aggressive 32/22/15 nm roadmap

Bulk and SOI

Creating A Global Leader in the Foundry Business

Capital Funding

Initial funding of $1.4B

Minimum committed future equity funding of $3.6B and up

to $6.0B in total capital

Capacity Roadmap

Industry leading capacity roadmap

Fab 36, commitment to build out Fab 38, Upstate New York,

and more…

Leading-edge Volumes

Industry’s most advanced products in independent foundry

Time to market

Scale

Manufacturing Excellence

World class expertise, yields, and cycle times

APM technology

Best in class fabs built on LEAN principles

Global World-class Team

Experienced executive team

Highly educated workforce

The Foundry Company will be a ‘new global enterprise’

combining talent and resources from around the world

to serve a growing global demand for leading-edge foundry services.

| Investor Roadshow | October 7, 2008

8

Established history of manufacturing excellence under AMD

Scale and access to capital to remain on the leading-edge

Projected sales to AMD of ~$1.5B, starting 2009

300mm wafer capacity at 65nm/45nm SOI in

excess of 28,000 wafers per month

SOI technology rooted in IBM alliance

Global presence

Strong commitment to process technology leadership

3,000 employees, world class IP, experience, dedicated

management

Doug Grose to become CEO and Hector Ruiz Chairman 

Introducing ‘The Foundry Company’

A world-class joint venture with ATIC

unlocking the value of AMD’s manufacturing expertise and

creating an independent, global, leading-edge semiconductor manufacturing company

With

the

combination

of

manufacturing

excellence,

‘patient

capital,’

business

acumen

and

global talent to lead the next logical step in the evolution of the semiconductor industry

| Investor Roadshow | October 7, 2008

9

AMD, the Next Stage, Positioned For Success

Strategic commitment from Mubadala

The Foundry Company plans multi-billion dollar build-out of leading

edge fabs in Dresden and Upstate New York

Expanded IBM partnership delivering leading-edge bulk and SOI process

technology

~$1.0B new cash investment

~$1.2B(2)

debt

reduction

assumed

by

The

Foundry

Company

Future fab capital expenditures optional

Reduced process technology R&D costs

Improved free cash flow(3)

by the elimination of required fabrication

capital expenditures offset somewhat by wafers purchased for cash

(foundry model)

Leaner and more variable business model, with a lower breakeven point

of ~$1.5B

The only company with proven track record of innovation in both x86

CPU architecture and graphics technologies

Focused on design, development and marketing competencies

Asset Smart

Manufacturing

Strategy

Asset Smart

Manufacturing

Strategy

Stronger

Financial

Structure(1)

Stronger

Financial

Structure(1)

Leadership

Capabilities

Leadership

Capabilities

(1)

Excluding The Foundry Company, which will be consolidated for financial reporting purposes

(2)

Expected as of close. Debt includes minority interest (non AMD ownership)

(3)

Defined as cash flow from operations less capital expenditures

| Investor Roadshow | October 7, 2008

10

Mubadala Increasing its Stake in AMD

Manages a multi-billion dollar global portfolio

Mubadala increases stake in AMD as a sign of

confidence in it’s long-term potential.  ATIC funds

the creation of the global Joint Venture.

Recent deals include:

-

$8B JV with GE for a financial services business

headquartered in Abu Dhabi

-

Multi faceted transaction including strategic

initiatives focused on clean energy, research,

training and aviation

-

7.5% ownership stake in the Carlyle Group

Mubadala Development Company is a development and investment company,

owned by the government of Abu Dhabi, with a global focus on commercial activities

that achieve economic returns while advancing economic diversification

Mubadala is increasing its stake in AMD from 8.1% to

19.3% on a fully diluted basis with $0.3B cash infusion

| Investor Roadshow | October 7, 2008

11

Summary Transaction Mechanics

107M shares (including 49M

from 11/07 investment) and

30M warrants

(2)

19.3%

(1)

$2.4B fab

assets and

~$1.2B

(5)

debt

$0.3B

cash

Transaction Mechanics

Pro-Forma Structure

~$1.5B starting cash

$2.4B of The

Foundry

Company

Equity(4)

(1) Represents 19.3% of fully diluted basis as of 9/26/08

(2) Includes AMD stock and warrants issued to Mubadala in transaction. Warrants will have an exercise price of $0.01

(3)

AMD

and

ATIC

will

each

at

the

closing

have

equal

voting

rights.

The

Foundry

Company

will

be

owned

on

a

fully-converted

common

basis

44.4%

by

AMD

and 55.6% by ATIC. ATIC’s economic ownership will increase over time based on the differences in securities held by AMD and ATIC and depending on

whether

AMD

elects

to

invest

at

the

same

level

as

ATIC

in

future

capital

infusions

to

support

The

Foundry

Company’s

growth

(4) Net $1.7B after sale to ATIC

(5) Expected as of close. Debt includes minority interest (non AMD ownership)

The

Foundry

Company

The

Foundry

Company

| Investor Roadshow | October 7, 2008

12

Transaction Summary

AMD will sell to Mubadala 58M new shares and 30M warrants(1) in exchange $0.3B                              

which will increase Mubadala’s ownership in AMD to 19.3% on a fully diluted basis

Mubadala has a right to designate a member of the Board of Directors of AMD

(1) Warrants will have an exercise price of $0.01

AMD

will

transfer

people,

manufacturing

assets,

Fab36

debt

and

some

intellectual

property

ATIC to invest $2.1B in capital:

-

$1.4B to The Foundry Company

-

$0.7B to AMD

-

ATIC will hold convertible notes in The Foundry Company

The joint venture will be owned on a fully-converted common basis 44.4% by AMD and 55.6% by ATIC.

-

AMD and ATIC will be The Foundry Company’s only shareholders.  At close each will have equal voting rights

-

80% of ATIC’s equity in the form of Class B Preferred shares with a preferred 12% return upon a liquidity event

-

ATIC’s economic ownership will increase over time based on the differences in securities held by AMD and ATIC, and

depending on whether AMD elects to invest proportionally with ATIC in future capital infusions to support The

Foundry Company’s growth

-

Have a Board of Directors whose membership is equally divided between representatives of AMD and ATIC

Minimum of $3.6B and up to $6.0B of future funding over five years to The Foundry Company, primarily for

New York and Dresden facilities

-

AMD has the option, but not the obligation, to provide additional capital to be invested in The Foundry Company

AMD will have guaranteed access to advanced manufacturing services and capacity

The

Foundry

Company

will

have

an

exclusive

supply

agreement

with

limited

exceptions

to

manufacture

AMD

processors and to manufacture, where competitive, certain percentages of other AMD semiconductor

products.

The

Foundry

Company

The

Foundry

Company

| Investor Roadshow | October 7, 2008

13

Positive Impact to AMD

(1)

(1)

AMD Inc financial results projections for fiscal year 2009, without The Foundry Company

(2)

Expected as of close. Debt includes minority interest (non AMD ownership)

(3)

Defined as cash flow from operations less capital expenditures

Free Cash

Flow(3)

Debt

Cash

Capital

Expenditures

Reduction in capital

expenditure, G&A and

process R&D offset by

higher COGS

Assumption of $1.2B(2)

debt

by The Foundry Company

~$1.0B new cash

investment

Fab capital expenditures

optional

Operating

Profit

Net Interest

Gross

Margin

Operating

Expenses

Higher COGS offset by lower

operating expenses

Lower interest expense

Increased interest income

Reflective of asset smart

business model

Reduction of process R&D

Decreased G&A

| Investor Roadshow | October 7, 2008

14

Improvements in Pro Forma Capitalization

6/28/2008

6/28/2008

6/28/2008

6/28/2008

($ Billions)

AMD

As Reported

AMD

Pro Forma

Unconsolidated

The Foundry

Company

Pro Forma

AMD

Pro Forma

Consolidated

Total Cash

$1.6

$2.5

$1.6

$4.0

Total Debt

(1)

$5.5

$4.2

$1.7

$7.6

Net Debt

$3.9

$1.7

$0.2

$3.6

(1)

Includes minority interest: non AMD ownership

NOTE:  See Appendices A&B for financial reconciliation

For financial reporting purposes The Foundry Company will be consolidated with AMD

| Investor Roadshow | October 7, 2008

15

Transaction Close

Transaction close expected in the beginning of 2009 and is

dependent on:

Transfer of previously confirmed New York incentives to The

Foundry Company for the creation of a state-of-the-art

manufacturing facility in Upstate New York

Assumption of Dresden debt by The Foundry Company

Continuation of Dresden grants

Securing routine merger control clearances

in appropriate geographies

AMD stockholder approval for issuance

of common stock and warrants(1)

to Mubadala

Clearance by the Committee on Foreign Investment in the United 

States (CFIUS)

Customary closing conditions

(1) Warrants will have an exercise price of $0.01

| Investor Roadshow | October 7, 2008

16

Summary

A world-class deal with world-class committed partners

Unlocking the value of AMD’s manufacturing talent and assets

Strengthening AMD balance sheet

Reducing AMD capital investment requirements

AMD securing guaranteed access to the most advanced, leading-edge capacity

Committed future equity funding of a minimum of $3.6B and up to $6.0B from

ATIC to The Foundry Company

Expanding and strengthening the Foundry Company’s IBM partnership

Mubadala and ATIC are strategic financial partners for AMD and The Foundry

Company, respectively

Positioning

and

financing

AMD

and

The

Foundry

Company

for

growth

and

success

| Investor Roadshow | October 7, 2008

17

Trademark Attribution

AMD, the AMD Arrow logo and combinations thereof are trademarks of Advanced Micro Devices, Inc. in

the United States and/or other jurisdictions. Other names used in this presentation are for identification

purposes only and may be trademarks of their respective owners.

©2008 Advanced Micro Devices, Inc. All rights reserved.

*

*

*

*

*

*

*

*

*

*

*

*

*

*

| Investor Roadshow | October 7, 2008

18

Back-up

*

*

*

| Investor Roadshow | October 7, 2008

19

AMD’s Accounting Post Transaction Close

Upon transaction close, AMD will be required to consolidate The Foundry

Company’s financials under U.S. GAAP accounting rules

AMD’s consolidated U.S. GAAP EPS will be impacted by three factors:

-

Inclusion of The Foundry Company’s U.S. GAAP financial results

-

Minority interest allocation to ATIC based on Class A share ownership

-

Non-cash cumulative dividend from ATIC’s Class B preferred shares in

The Foundry Company to the extent of Class A shares owned by AMD

AMD will be transparent as possible by showing consolidated AMD and The

Foundry Company financial information and some unconsolidated key financial

metrics as we proceed towards transaction close and thereafter.

| Investor Roadshow | October 7, 2008

20

ATIC

equity

investment

in

The

Foundry

Company:

20%

Class

A

Preferred

shares,

80%

Class

B

Preferred

shares,

One

Class

A

ordinary

share

AMD equity investment in The Foundry Company: 100% Class A Preferred shares,

One Class A ordinary share

The Foundry Company Class A stockholders: 83% AMD, 17% ATIC

The Foundry Company Class B stockholders: 100% ATIC

Calculation of Class B Dividend Related Adjustments

Class B cumulative dividend

-

A non-cash charge

-

Only payable upon liquidation event such as IPO or sale of The Foundry Company

if return on The Foundry Company Class B Preferred falls below 12%

| Investor Roadshow | October 7, 2008

21

AMD Net Income (Loss)

Plus:

The Foundry Company Net Income (Loss)

Adjust:

Inter-company elimination

Consolidated GAAP Net Income (Loss)

Less/More:

17% of The Foundry Company Net Income

Less:

83% of 12% Class B Preferred  

Cumulative Dividend

AMD Net Income attributable to AMD

Common shareholders

Divided by:

AMD Shares Outstanding

EPS attributable to AMD Common

shareholders

AMD’s EPS Post The Foundry Company’s

Transaction Close

Subtraction of

minority interest

allocated to ATIC

(1)

Subtraction of

cumulative dividend

allocated to AMD’s

share of The Foundry

Company Class A

(1)

(1)

17% and 83% represent ownership percentages of Class A Preferred

at transaction close for ATIC and AMD respectively

| Investor Roadshow | October 7, 2008

22

Appendix A: Reconciliation of As Reported balances to AMD pro

forma unconsolidated, The Foundry Company pro forma

standalone and AMD pro forma consolidated

Slide 13: Improvements in Pro Forma Capitalization

Total Cash ($ Billions)

As Reported (US GAAP)

1.6

Add: Cash received from ATIC for the Foundry Company shares

purchased from AMD

Add: Cash from issuance of AMD shares and warrants

0.7 

0.3

AMD Pro forma Unconsolidated

2.5

The Foundry Company

Existing cash and cash contributed by ATIC

1.6

The Foundry Company Pro forma

1.6

AMD Consolidated

As Reported balance

Add: Cash received directly from ATIC

Add: Cash from issuance of AMD shares and warrants

Add: Cash contributed by ATIC to The Foundry Company

1.6

0.7

0.3

1.4

AMD Pro forma Consolidated

4.0

| Investor Roadshow | October 7, 2008

23

Appendix B: Reconciliation of As Reported balances to AMD pro forma

unconsolidated, The Foundry Company pro forma standalone and AMD

pro forma consolidated

Slide 13: Improvements in Pro Forma Capitalization

Debt ($ Billions)

As Reported (US GAAP)

5.3

Add: Minority Interest

0.2

Total Debt and Minority Interest

5.5

Less: Debt (1.10) and minority interest (0.19) to be assumed by The

Foundry Company

(1.3)

AMD Pro forma Unconsolidated

4.2

The Foundry Company

Existing debt and minority interest balance included in As Reported

balance above

Add: New convertible notes issued by The Foundry Company to ATIC

1.3

0.4

The Foundry Company Pro forma

1.7

AMD Consolidated

As Reported balance

Add: New convertible notes issued by The Foundry Company

Add: New minority interest as a result of this transaction

5.5

0.4

1.7

AMD Pro forma Consolidated

7.6

| Investor Roadshow | October 7, 2008

24

Additional Information and Where You Can Find it

AMD

will

file

a

proxy

statement

pursuant

to

which

AMD’s

board

of

directors

will

solicit

proxies

in

connection

with

seeking

AMD

stockholder

approval

of

the

issuance

of

AMD

shares

and

warrants

pursuant

to

the

Master

Transaction

Agreement

with

the

Securities

and

Exchange

Commission

(the

“SEC”).

Investors

and

security

holders

are

urged

to

read

the

proxy

statement

when

it

becomes

available

and

other

relevant

documents

filed

with

the

SEC

because

they

will

contain

important

information.

Security

holders

may

obtain

a

free

copy

of

the

proxy

statement,

when

AMD

files

it

with

the

SEC

in

the

coming

weeks,

and

other

documents

filed

by

AMD

with

the

SEC

at

the

SEC’s

web

site

at

http://www.sec.gov.

The

proxy

statement

and

other

documents

may

also

be

obtained

for

free

by

contacting

AMD

Investor

Relations

at

investor.relations@amd.com

or

by

telephone:

(408)

749

4000.

AMD

and

its

executive

officers

and

directors

may

be

deemed

to

be

participants

in

the

solicitation

of

proxies

from

AMD’s

stockholders

with

respect

to

issuance

of

AMD

shares

and

warrants

pursuant

to

the

Master

Transaction

Agreement.

Information

regarding

such

executive

officers

and

directors

is

included

in

AMD’s

Proxy

Statement

for

its

2008

Annual

Meeting

of

Stockholders

filed

with

the

SEC

on

March

14,

2008,

which

is

available

free

of

charge

at

the

SEC’s

web

site

at

http://www.sec.gov

and

from

AMD

Investor

Relations

which

can

be

contacted

at

investor.relations@amd.com

or

by

telephone:

(408)

749

4000.

Certain

executive

officers

and

directors

of

AMD

have

interests

in

the

transaction

that

may

differ

from

the

interests

of

AMD

stockholders

generally.

These

interests

will

be

described

in

the

proxy

statement

when

AMD

files

it

with

the

SEC,

in

the

coming

weeks.

| Investor Roadshow | October 7, 2008

25

Trademark Attribution

AMD, the AMD Arrow logo and combinations thereof are trademarks of Advanced Micro Devices, Inc. in

the United States and/or other jurisdictions. Other names used in this presentation are for identification

purposes only and may be trademarks of their respective owners.

©2008 Advanced Micro Devices, Inc. All rights reserved.

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