UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR ~~15(d)~~15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended~~March 30,~~September 28, 2003

TRANSITION REPORT PURSUANT TO SECTION 13 OR ~~15(d)~~15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~____________~~ to ~~____________~~

Commission File Number1-7882

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware

~~94-1692300~~

(State or other jurisdiction

~~(I.R.S. Employer Identification No.)~~

of incorporation or organization)

94-1692300

(I.R.S. Employer

Identification No.)


One AMD Place
Sunnyvale, California		~~94088~~
(Address of principal executive offices)		94088 (Zip Code)

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

Indicate by check mark whether the ~~registrant~~registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-12 of the Exchange Act). Yes x No ¨

Indicate the number of shares outstanding of the registrant’s common stock, $0.01 par value ~~outstanding~~ as of ~~May 5,~~November 7, 2003: ~~345,808,136~~348,590,674.

INDEX

		Page No.

Part I.Financial Information

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Statements of ~~Operations—~~Operations – Quarters and Nine Months Ended ~~March 30,~~September 28, 2003 and ~~March 31,~~September 29, 2002	3

	Condensed Consolidated Balance ~~Sheets—March 30,~~Sheets – September 28, 2003 and December 29, 2002	4

	Condensed Consolidated Statements of Cash ~~Flows—Quarters~~Flows – Nine Months Ended ~~March 30,~~September 28, 2003 and ~~March 31,~~September 29, 2002	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18 22

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50 55

Item 4.	Controls and Procedures	50 55

Part II.Other Information

Item 6.	Exhibits and Reports on Form 8-K	51 56

Signatures	51

~~Certifications~~		52 57

-2-

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ADVANCED MICRO DEVICES, ~~INC.~~INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Thousands except per share amounts)

Quarter Ended


March 30, 2003

March 31, 2002

Net sales

$
714,555


$
902,073

Expenses:

Cost of sales


496,592



586,874

Research and development


203,062



171,882

Marketing, general and administrative


138,228



156,860

Restructuring and other special charges, net


2,146



—





840,028



915,616



Operating loss


(125,473
)


(13,543
)
Interest and other income, net


6,740



9,538

Interest expense


25,805



12,158



Loss before income taxes and equity in net income of joint venture


(144,538
)


(16,163
)
Provision (benefit) for income taxes


2,936



(4,041
)


Loss before equity in net income of joint venture


(147,474
)


(12,122
)
Equity in net income of joint venture


1,118



2,959



Net loss

$
(146,356
)

$
(9,163
)


Net loss per common share:

Basic:

Net loss

$
(0.42
)

$
(0.03
)


Diluted:

Net loss

$
(0.42
)

$
(0.03
)


Shares used in per share calculation:

Basic


345,012



340,806



Diluted


345,012



340,806

	Quarter Ended						Nine Months Ended
	September 28, 2003			September 29, 2002			September 28, 2003			September 29, 2002
Net sales	$	953,759		$	508,227		$	2,313,575		$	2,010,599
Expenses:
Cost of sales		626,880			453,884			1,548,556			1,599,048
Research and development		213,997			220,959			625,572			571,266
Marketing, general and administrative		151,111			158,568			424,500			475,676
Restructuring and other special charges (recoveries), net		(8,000	)		—			(5,854	)		—

		983,988			833,411			2,592,774			2,645,990

Operating income (loss)		(30,229	)		(325,184	)		(279,199	)		(635,391	)
Interest and other income, net		493			12,941			12,203			31,140
Interest expense		(26,848	)		(21,166	)		(79,017	)		(49,053	)

Income (loss) before income taxes, minority interest and equity in net income of joint venture		(56,584	)		(333,409	)		(346,013	)		(653,304	)
Minority interest in loss of subsidiary		(25,353	)		—			(25,353	)		—
Provision (benefit) for income taxes		—			(73,350	)		2,936			(198,884	)

Income (loss) before equity in net income of manufacturing joint venture		(31,231	)		(260,059	)		(323,596	)		(454,420	)
Equity in net income of joint venture		—			5,888			5,913			6,148

Net income (loss)	$	(31,231	)	$	(254,171	)	$	(317,683	)	$	(448,272	)

Net income (loss) per common share:
Basic:
Net income (loss)	$	(0.09	)	$	(0.74	)	$	(0.92	)	$	(1.31	)

Diluted:
Net income (loss)	$	(0.09	)	$	(0.74	)	$	(0.92	)	$	(1.31	)

Shares used in per share calculation:
Basic		347,334			342,780			346,222			341,796

Diluted		347,334			342,780			346,222			341,796

See accompanying notes.

-3-

ADVANCED MICRO DEVICES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Thousands except share amounts)

March 30, 2003

December 29, 2002 *


(unaudited)

Assets

Current assets:

Cash and cash equivalents

$
429,392


$
428,748

Short-term investments


370,617



608,957



Total cash, cash equivalents and short-term investments


800,009



1,037,705

Accounts receivable, net of allowance for doubtful accounts of $18,695 on March 30, 2003 and $18,906 on December 29, 2002


371,841



395,828

Inventories:

Raw materials


21,942



22,741

Work-in-process


280,706



254,957

Finished goods


137,401



154,905



Total inventories


440,049



432,603

Prepaid expenses and other current assets


183,091



153,542



Total current assets


1,794,990



2,019,678

Property, plant and equipment:

Land


34,779



34,443

Buildings and leasehold improvements


1,447,545



1,392,972

Equipment


5,362,146



5,256,502

Construction in progress


339,979



355,746



Total property, plant and equipment


7,184,449



7,039,663

Accumulated depreciation and amortization


(4,274,205
)


(4,158,854
)


Property, plant and equipment, net


2,910,244



2,880,809

Investment in joint venture


385,503



382,942

Other assets


308,065



335,752



Total Assets

$
5,398,802


$
5,619,181



Liabilities and Stockholders’ Equity

Current liabilities:

Notes payable to banks

$
7,350


$
913

Accounts payable


386,841



352,438

Accrued compensation and benefits


149,389



131,324

Accrued liabilities


270,966



435,657

Restructuring accruals


185,031



212,541

Income taxes payable


36,821



21,246

Deferred income on shipments to distributors


76,923



57,184

Current portion of long-term debt, capital lease obligations and other


156,561



160,776



Total current liabilities


1,269,882



1,372,079

Long-term debt, capital lease obligations and other, less current portion


1,767,036



1,779,837

Commitments and contingencies

Stockholders’ equity:

Common stock, par value $0.01; 750,000,000 shares authorized; shares issued: 352,627,094 on March 30, 2003 and 351,442,331 on December 29, 2002; shares outstanding: 345,736,172 on March 30, 2003 and 344,528,152 on December 29, 2002


3,457



3,445

Capital in excess of par value


2,019,623



2,014,464

Treasury stock, at cost (6,890,922 shares on March 30, 2003 and 6,914,179 shares on December 29, 2002)


(92,803
)


(93,217
)
Retained earnings


346,312



492,668

Accumulated other comprehensive income


85,295



49,905



Total stockholders’ equity


2,361,884



2,467,265



Total liability and stockholders’ equity

$
5,398,802


$
5,619,181

	September 28, 2003			December 29, 2002*
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	994,935		$	397,698
Short-term investments		81,004			608,957

Total cash, cash equivalents and short-term investments		1,075,939			1,006,655
Accounts receivable, net of allowance for doubtful accounts of $23,929 on September 28, 2003 and $18,906 on December 29, 2002		543,444			395,828
Inventories:
Raw materials		26,160			22,741
Work-in-process		494,142			254,957
Finished goods		172,093			154,905

Total inventories		692,395			432,603
Prepaid expenses and other current assets		206,202			184,592

Total current assets		2,517,980			2,019,678
Property, plant and equipment:
Land		52,754			34,443
Buildings and leasehold improvements		2,189,106			1,392,972
Equipment		7,553,039			5,256,502
Construction in progress		198,079			355,746

Total property, plant and equipment		9,992,978			7,039,663
Accumulated depreciation and amortization		(6,184,411	)		(4,158,854	)

Property, plant and equipment, net		3,808,567			2,880,809
Investment in joint venture		—			382,942
Other assets		337,818			335,752

Total Assets	$	6,664,365		$	5,619,181

Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable to banks	$	—		$	913
Accounts payable		335,925			352,438
Accrued compensation and benefits		156,569			131,324
Accrued liabilities		310,861			435,657
Restructuring accruals		43,901			99,974
Income taxes payable		47,279			21,246
Deferred income on shipments to distributors		89,329			57,184
Current portion of long-term debt and capital lease obligations		200,717			71,339
Other current liabilities		84,458			89,437

Total current liabilities		1,269,039			1,259,512
Deferred income taxes		95,345			—
Long-term debt and capital lease obligations, less current portion		1,880,859			1,570,322
Other liabilities		425,282			322,082
Minority interest		711,056			—
Commitments and contingencies
Stockholders’ equity:
Common stock, par value $0.01; 750,000,000 shares authorized; shares issued: 354,811,113 on September 28, 2003 and 351,442,331 on December 29, 2002; shares outstanding: 347,928,781 on September 28, 2003 and 344,528,152 on December 29, 2002		3,478			3,445
Capital in excess of par value		2,032,576			2,014,464
Treasury stock, at cost (6,882,332 shares on September 28, 2003 and 6,914,179 shares on December 29, 2002)		(92,608	)		(93,217	)
Retained earnings		174,700			492,668
Accumulated other comprehensive income		164,638			49,905

Total stockholders’ equity		2,282,784			2,467,265

Total liabilities and stockholders’ equity	$	6,664,365		$	5,619,181

Amounts as of December 29, 2002 were derived from the December 29, 2002 audited consolidated financial statements.

See accompanying notes.

-4-

ADVANCED MICRO DEVICES, ~~INC.~~INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Thousands)

Quarter Ended


March 30, 2003

March 31, 2002

Cash flows from operating activities:

Net loss

$
(146,356
)

$
(9,163
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Depreciation


198,287



165,743

Amortization


11,467



8,364

Change in provision for doubtful accounts


(211
)


1,644

Benefit for deferred income taxes


—



(7,566
)
Foreign grant and subsidy income


(16,344
)


(13,808
)
Net (gain) loss on disposal of property, plant and equipment


(1,528
)


13,826

Net gain realized on sale of available-for-sale securities


(2,204
)


—

Undistributed income of joint venture


(1,118
)


(2,959
)
Restructuring and other special charges, net


3,705



—

Recognition of deferred gain on sale of building


(420
)


(420
)
Compensation recognized under employee stock plans


488



869

Changes in operating assets and liabilities:

Decrease (increase) in accounts receivable


24,198



(33,969
)
(Increase) decrease in inventories


(7,445
)


3,834

(Increase) decrease in prepaid expenses and other current assets


(36,582
)


135,852

Decrease in other assets


17,832



3,529

Increase (decrease) in income taxes payable


19,124



(121
)
Refund of customer deposits under long-term purchase agreements


(26,500
)


(30,000
)
Net decrease in accounts payables and accrued liabilities


(133,120
)


(29,481
)
Increase in accrued compensation and benefits


18,065



4,359



Net cash (used in) provided by operating activities


(78,662
)


210,533

Cash flows from investing activities:

Purchases of property, plant and equipment


(180,496
)


(199,083
)
Proceeds from sale of property, plant and equipment


2,071



—

Acquisition of Alchemy Semiconductor, net of cash acquired


—



(26,509
)
Purchases of available-for-sale securities


(643,439
)


(1,934,438
)
Proceeds from sales and maturities of available-for-sale securities


882,284



1,390,761



Net cash provided by (used in) investing activities


60,420



(769,269
)
Cash flows from financing activities:

Proceeds from borrowings, net of issuance costs


7,350



487,194

Payments on debt and capital lease obligations


(28,744
)


(67,321
)
Proceeds from foreign grants and subsidies


25,926



8,295

Proceeds from issuance of stock


5,133



8,272



Net cash provided by financing activities


9,665



436,440

Effect of exchange rate changes on cash and cash equivalents


9,221



(6,605
)


Net increase (decrease) in cash and cash equivalents


644



(128,901
)
Cash and cash equivalents at beginning of period


428,748



427,288



Cash and cash equivalents at end of period

$
429,392


$
298,387



Supplemental disclosures of cash flow information:

Cash paid (refunded) for:

Interest

$
21,851


$
8,158



Income taxes

$
1,526


$
(28,890
)

	Nine Months Ended
	September 28, 2003			September 29, 2002
Cash flows from operating activities:
Net loss	$	(317,683	)	$	(448,272	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation		677,124			541,987
Amortization		31,228			14,315
Impairment of equity investment		2,339			—
Change in provision for doubtful accounts		5,023			3,354
Benefit for deferred income taxes		15,199			(200,364	)
Foreign grant and subsidy income		(49,359	)		(47,965	)
Net loss on disposal of property, plant and equipment		19,947			12,372
Net gain realized on sale of available-for-sale securities		(3,736	)		(4,829	)
Undistributed income of joint venture		(5,913	)		(6,148	)
Restructuring and other special charges, net		(4,295	)		—
Recognition of deferred gain on sale of building		(1,260	)		(1,261	)
Compensation recognized under employee stock plans		1,361			2,195
Tax expense allocated to minority interest		(1,949	)		—
Minority interest		(25,353	)		—
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(84,906	)		227,834
Increase in inventories		(72,164	)		(39,603	)
Decrease in prepaid expenses and other current assets		14,837			36,490
Decrease (increase) in other assets		26,343			(1,435	)
Increase (decrease) in income taxes payable		25,791			(18,146	)
Refund of customer deposits under long-term purchase agreements		(26,500	)		(30,000	)
Net decrease in accounts payable, accrued liabilities, and other liabilities		(330,835	)		(21,992	)
Increase (decrease) in accrued compensation and benefits		11,755			(9,374	)

Net cash (used in) provided by operating activities		(93,006	)		9,158
Cash flows from investing activities:
Formation and consolidation of FASL LLC		147,616			—
Purchases of property, plant and equipment		(407,535	)		(567,182	)
Proceeds from sale of property, plant and equipment		26,670			5,162
Acquisition, net of cash acquired		(6,265	)		(26,509	)
Purchases of available-for-sale securities		(970,391	)		(3,294,538	)
Proceeds from sales and maturities of available-for-sale securities		1,500,460			3,437,269

Net cash provided by (used in) investing activities		290,555			(445,798	)
Cash flows from financing activities:
Proceeds from borrowings, net of issuance costs		47,350			735,643
Proceeds from equipment sale-leaseback		244,647			—
Payments on debt and capital lease obligations		(85,481	)		(280,611	)
Proceeds from foreign grants and subsidies		142,029			50,253
Proceeds from issuance of stock		17,149			23,606

Net cash provided by financing activities		365,694			528,891
Effect of exchange rate changes on cash and cash equivalents		33,994			13,850

Net increase in cash and cash equivalents		597,237			106,101
Cash and cash equivalents at beginning of period		397,698			427,288

Cash and cash equivalents at end of period	$	994,935		$	533,389

Non-cash financing activities: Equipment acquired under capital leases	$	284,297		$	—

See accompanying notes.

-5-

ADVANCED MICRO DEVICES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~March 30,~~September 28, 2003

~~Basis of Presentation~~

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Advanced Micro Devices, Inc. (the Company or AMD) have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The results of operations for the interim periods shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending December 28, 2003. In the opinion of the Company’s management, the information contained herein reflects all adjustments necessary to make the results of operations for the interim periods a fair statement of such operations. All such adjustments are of a normal recurring nature. The interim financial statements should be read in conjunction with the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 29, ~~2002.~~2002, as amended. Certain prior period amounts have been reclassified to conform to the current period presentation.

The Company uses a 52- to 53- week fiscal year ending on the last Sunday in December. The quarters ended ~~March 30,~~September 28, 2003 and ~~March 31,~~September 29, 2002 each included 13 weeks. The nine- month periods ended September 28, 2003 and September 29, 2002 each included 39 weeks.

~~New Accounting Pronouncements~~

2. Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the Company’s accounts and those of its majority and wholly owned subsidiaries (see Note 6FASL LLC). Upon consolidation, all significant intercompany accounts and transactions are eliminated and amounts pertaining to the noncontrolling ownership interests in the operating results and financial position of the majority owned subsidiary, FASL LLC, are reported as “minority interest.” Also included in the financial statements, under the equity method of accounting, are the Company’s percentage equity share of certain investees’ operating results, where the Company has the ability to exercise significant influence over the operations of the investee.

Product Warranties.At the time revenue is recognized, the Company provides for estimated costs that may be incurred under product warranties, with the corresponding expense recognized in cost of sales. Estimates of warranty expense are based on historical experience. Remaining warranty accruals are evaluated periodically and are adjusted for changes in experience.

New Accounting Pronouncements.In January 2003, the Financial Accounting Standards Board issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (FIN 46). Variable interest entities often are created for a single specified purpose, for example, to facilitate securitization, leasing, hedging, research and development, or other transactions or arrangements. ~~Formerly “Consolidation of Certain Special Purpose Entities” in its draft form, this~~This interpretation of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” defines what these variable interest entities are and provides guidelines on identifying them and assessing an enterprise’s interests in a variable interest entity to decide whether to consolidate that entity. Generally, FIN 46 applies to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. For existing variable interest entities in which an enterprise holds a variable interest that it acquired before

-6-

February 1, 2003, the ~~provision~~provisions of this interpretation will apply no later than the beginning of the first interim or annual reporting period beginning after June 15, 2003. ~~Currently, the Company does not have any variable interest entities and the Company does not expect the~~The adoption of FIN 46 ~~will~~did not have a material impact on the Company’s results of operations or financial condition.

~~Stock-Based Incentive Compensation Plans~~

In May 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity” (SFAS 150), which addresses how to classify and measure certain financial instruments with characteristics of both liabilities (or an asset in some circumstances) and equity – as either debt or equity in the balance sheet. The requirements apply to issuers’ classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS 150 did not have a material impact on the Company’s results of operations or financial condition.

3. Stock-Based Incentive Compensation Plans

The Company uses the intrinsic value method to account for stock options issued to its employees under its stock option plans and amortizes deferred compensation, if any, over the vesting period of the options. Compensation expense resulting from the issuance of fixed term stock option awards is measured as the difference between the exercise price of the option and the fair market value of the underlying share of company stock subject to the

~~-6-~~

option on the award’s grant date. For purposes of pro forma disclosures, the Company estimates the fair value of its stock-based awards to employees using a Black-Scholes option pricing model. The pro forma effect on net ~~earnings~~loss and net ~~earnings~~loss per share are as follows for the ~~three-month~~quarters and nine-month periods ended ~~March 30,~~September 28, 2003 and ~~March 31,~~September 29, 2002.

Quarter Ended

(Thousands except per share amounts)

March 30, 2003

March 31, 2002

Net loss—as reported

$
(146,356
)

$
(9,163
)
Plus: intrinsic value compensation expense


488



869

Less: fair value compensation expenses recorded


(22,022
)


(46,871
)


Net loss—pro forma

$
(167,890
)

$
(55,165
)


Basic net loss
    per share—as reported

$
(0.42
)

$
(0.03
)
Diluted net loss
    per share—as reported

$
(0.42
)

$
(0.03
)
Basic net loss
    per share—pro forma

$
(0.49
)

$
(0.16
)
Diluted net loss
    per share—pro forma

$
(0.49
)

$
(0.16
)

	Quarter Ended						Nine Months Ended
(Thousands except per share amounts)	September 28, 2003			September 29, 2002			September 28, 2003			September 29, 2002
Net loss—as reported	$	(31,231	)	$	(254,171	)	$	(317,683	)	$	(448,272	)
Plus: intrinsic value compensation expense recorded		366			541			1,361			2,195
Less: fair value compensation expenses		(19,148	)		(32,299	)		(58,307	)		(119,978	)

Net loss—pro forma	$	(50,013	)	$	(285,929	)	$	(374,629	)	$	(566,055	)

Basic net loss per share—as reported	$	(0.09	)	$	(0.74	)	$	(0.92	)	$	(1.31	)
Diluted net loss per share—as reported	$	(0.09	)	$	(0.74	)	$	(0.92	)	$	(1.31	)
Basic net loss per share—pro forma	$	(0.14	)	$	(0.83	)	$	(1.08	)	$	(1.66	)
Diluted net loss per share—pro forma	$	(0.14	)	$	(0.83	)	$	(1.08	)	$	(1.66	)

~~Financial Instruments~~

On June 27, 2003, the Company filed a Tender Offer Statement with the SEC and made an offer, which was approved by the Company’s stockholders, to exchange certain stock options to purchase shares of the Company’s common stock, outstanding under eligible option plans and held by

-7-

eligible employees, for replacement options to be granted no sooner than six months and one day from the cancellation of the surrendered options. The offer to exchange expired on July 25, 2003. Options to purchase approximately 19.0 million shares of the Company’s common stock were tendered for exchange and cancelled on July 28, 2003. Subject to the terms of the offer to exchange, the Company will grant replacement options to purchase approximately 13.4 million shares of its common stock at fair market value on the date of grant on or after January 29, 2004, in exchange for the options cancelled. The Company does not expect to record compensation expense as a result of the exchange.

4. Financial Instruments

The following is a summary of the available-for-sale securities held by the Company as of ~~March 30,~~September 28, 2003:

(Thousands)	Cost		Fair Market Value		Cost		Fair Market Value
Cash equivalents:
Commercial paper	$	18,508	$	18,526
Federal agency notes		15,726		15,824	$	5,469	$	6,221
Money market funds		44,529		44,591		764,435		764,737

Total cash equivalents	$	78,763	$	78,941	$	769,904	$	770,958

Short-term investments:
Corporate notes					$	13,807	$	13,461
Federal agency notes						5,487		5,552
Auction rate preferred stocks						59,000		59,027
Bank notes	$	7,882	$	8,159		2,727		2,964
Federal agency notes		142,829		143,493
Corporate notes		218,254		218,965

Total short-term investments	$	368,965	$	370,617	$	81,021	$	81,004

Long-term investments:
Equity investments	$	8,023	$	7,009	$	7,765	$	13,784

Total long-term investments (included in other assets)	$	8,023	$	7,009	$	7,765	$	13,784

Long-term equity investments consist of marketable equity securities that, while available for sale, are not intended to be used to fund current operations.

~~-7-~~

The amortized cost and estimated fair value of available-for-sale marketable debt securities (short-term investments) at ~~March 30,~~September 28, 2003, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.

(thousands)	Amortized Cost		Estimated Fair Value
(Thousands)					Amortized Cost		Estimated Fair Value
Due in one year or less	$	40,258	$	40,350	$	13,717	$	13,687
Due after one year		328,707		330,267		67,304	$	67,317

Total	$	368,965	$	370,617	$	81,021	$	81,004

Available-for-sale securities with maturities greater than twelve months are classified as short-term when they include investments of cash that are intended to be used in current operations. The Company realized net gains from the sale of available-for-sale securities in the first ~~quarter~~nine months of 2003 of ~~$2.2~~$3.7 million, which ~~was~~were included in interest and other income, net.

-8-

At ~~March 30,~~September 28, 2003 and December 29, 2002, the Company had approximately $12 million and $13 million of investments classified as held to maturity, consisting of commercial paper and treasury notes used for long-term workers compensation and leasehold deposits that were included in other assets. The fair value of the investments approximated cost at ~~March 30,~~September 28, 2003 and December 29, 2002.

Included in cash and cash equivalents is a compensating balance of ~~$189~~$201 million, ~~under the terms of~~which AMD Saxony is required to keep at all times through June 29, 2005 in an account with Dresdner Bank AG in connection with the Dresden Loan Agreements ~~(as defined~~(see Note 11Guarantees). Included in ~~Note 10). Also included in cash~~prepaid and ~~cash equivalents~~other assets is ~~$32~~$28 million of restricted cash associated with the advance receipt of interest subsidies from the Federal Republic of Germany and the State of ~~Saxony.~~Saxony in connection with the Dresden Loan Agreements. Restrictions over the Company’s access to the restricted cash will lapse as the Company incurs qualifying interest expense on the Dresden term ~~loans~~loan over the next four quarters.

~~Net Loss Per Common Share~~

5. Net Loss Per Common Share

Potential dilutive common shares include shares issuable upon the exercise of outstanding employee stock options and the conversion of outstanding convertible notes and debentures. As the Company incurred net losses for all periods presented, diluted net loss per common share is the same as basic net loss per common share. Potential dilutive common shares of approximately 7678 million and 2122 million for the ~~quarters~~three months ended ~~March 30,~~September 28, 2003 and ~~March 31,~~September 29, 2002 and 77 million and 20 million for the nine months ended September 28, 2003 and September 29, 2002 were not included in the net loss per common share calculation, as their inclusion would have been antidilutive.

~~Investment in Joint Venture~~

6. FASL LLC

In order to respond more quickly to changes in market trends and improve efficiencies in the production, marketing and product design of their Flash memory products, the Company and Fujitsu Limited formed FASL LLC effective June 30, 2003. FASL LLC is headquartered in Sunnyvale, California and its manufacturing, research and assembly operations are in the U.S. and Asia. As the Company has a 60% controlling equity interest in FASL LLC, it began consolidating the results of FASL LLC’s operations on June 30, 2003, the effective date of the transaction. The Company is accounting for the FASL LLC transaction as a partial step acquisition and purchase business combination under the provisions of SFAS 141,Business Combinations, and EITF Consensus No. 01-02,Interpretations of APB Opinion No. 29, [Accounting for Nonmonetary Transactions].

Both the Company and Fujitsu contributed their respective investments in the former Manufacturing Joint Venture (formerly referred to as FASL). As a result of this transaction, the Company acquired an incremental 10.008% controlling interest in the net assets of the Manufacturing Joint Venture (the difference between the Company’s 60% ownership of these net assets after their contribution to FASL LLC and its previous 49.992% ownership in these same net assets prior to their contribution to FASL LLC). Accordingly, the Company recorded its acquired incremental 10.008% interest in the Manufacturing Joint Venture’s contributed net assets based on the assets’ fair value on the effective

-9-

date of the transaction. The remaining 89.992% interest in the Manufacturing Joint Venture’s net assets was recorded at its historical carrying value.

The Company also contributed its Flash memory inventory, its manufacturing facility located in Austin, Texas (Fab 25), its Flash memory research and development facilities in Sunnyvale, California, and its Flash memory assembly and test operations in Thailand, Malaysia and China. The Company recorded its continuing 60% interest in these net assets at their historical carrying values. The remaining 40% interest in these net assets was deemed to have been sold to Fujitsu and, accordingly, 40% of the carrying values of these net assets were adjusted to and recorded based on the net assets’ fair value on the effective date of the transaction. The excess of the fair value of the net assets treated as sold over their historical carrying value, approximately $44.7 million, was not recorded as a gain because the fair value of the consideration received by the Company in the form of the Company’s 60% equity interest in Fujitsu’s contributions and the incremental 10.008% interest in the former Manufacturing Joint Venture’s net assets less direct costs of the transaction, did not exceed the 40% interest in book value of the net assets contributed by the Company.

To form FASL LLC, Fujitsu also contributed its Flash memory division, including related inventory, cash, and its Flash memory assembly and test operations in Malaysia. The Company is deemed to have acquired a 60% interest in the net assets contributed by Fujitsu and, accordingly, 60% of the carrying values of these net assets were adjusted to and recorded based on the net assets’ fair value. The remaining 40% interest in these net assets was recorded at the historical carrying value.

As part of the transaction, the Company and Fujitsu entered into various service contracts with FASL LLC. The Company will continue to provide, among other things, certain information technology, facilities, logistics, legal, tax, finance, human resources and environmental, health and safety services to FASL LLC. These contracts continue to be evaluated by the parties to ensure accuracy and efficiency in the manner in which the services are provided and allocated to FASL LLC.

The Company also loaned FASL LLC $120 million pursuant to a promissory note. The note has a term of three years and bears interest at LIBOR plus 4%, but is eliminated in the Company’s consolidated financial statements. Fujitsu also loaned FASL LLC $40 million pursuant to a promissory note. The note has a term of three years, with four equal principal payments due on September 30, 2005, December 31, 2005, March 31, 2006 and June 30, 2006. The note bears interest at LIBOR plus 4% to be paid quarterly.

The following table summarizes the preliminary purchase price allocation to the assets and liabilities of FASL LLC at June 30, 2003, the effective date of the transaction, including the fair values of the assets and liabilities attributable to the Manufacturing Joint Venture, AMD’s contributions and Fujitsu’s contributions. Upon consolidation, all amounts pertaining to Fujitsu’s interest in FASL LLC are reported as minority interest. Management considered a number of factors, including independent appraisals and valuations, in determining the preliminary purchase allocation.

(In millions)	Manufacturing Joint Venture			AMD’s Contributions			Fujitsu’s Contributions			Total
Cash	$	—		$	122		$	189		$	311
Inventory		55			220			128			403
Fixed assets		960			1,010			33			2,003
Intangible assets		21			—			—			21
Debt and capital lease obligations		(148	)		(609	)		(40	)		(797	)
Other assets (liabilities), net		(100	)		(2	)		(1	)		(103	)

Fair value of net assets exchanged/acquired		788			741			309			1,838
Percent of fair value recorded in the purchase business combination		10.008	%		40	%		60	%

Fair value recorded	$	79		$	296		$	186		$	561

Net book value of contributions on acquisition date		762			629			293			1,684
Percent of book value recorded in the purchase business combination		89.992	%		60	%		40	%

Historical carrying value recorded	$	686		$	377		$	117		$	1,180

Initial purchase combination basis of net assets acquired	$	765		$	673		$	303		$	1,741

-10-

The intangible assets in the table above consist of the estimated fair value of the manufacturing and product distribution contracts among FASL LLC and AMD and Fujitsu which are determined to have an estimated useful life of four years. No value was assigned to in-process research and development because AMD and Fujitsu performed all research and development activities for the Manufacturing Joint Venture and AMD and Fujitsu did not convey in-process technology rights to FASL LLC. Additionally, FASL LLC pays intellectual property royalties to AMD and Fujitsu for technological know-how used in its business operations at royalty rates deemed to approximate fair market values. No additional intangible assets were identified in connection with the transaction.

The Company’s acquisition cost was approximately $264 million, which includes 40% of the net book value of the Company’s contributions and other direct acquisition costs incurred by the Company. The acquisition cost approximated the fair values of the incremental net assets and equity interests acquired. Accordingly, there was no goodwill associated with the business combination.

The following pro forma financial information includes the combined results of operations of AMD and the Manufacturing Joint Venture as though the Manufacturing Joint Venture had been consolidated by AMD at the beginning of the nine-month periods ended September 28, 2003 and September 29, 2002 and for the quarter ended September 29, 2002. The historically reported operating results of the Manufacturing Joint Venture do not include Flash memory sales recorded by Fujitsu’s former Flash memory operations in periods preceding June 29, 2003 because the information is not available to the Company. Depreciation and amortization expenses were estimated for the pro forma periods based on the amounts at which fixed and intangible assets were recorded at the acquisition date. Pro forma interest income and expense are not material and are not included in the pro forma financial information. Had the transaction occurred at the beginning of fiscal 2003, revenue, net loss and net loss per share would have been $2,536 million, $322 million and $0.93 for the nine-month period ended September 28, 2003. As the effective date of the transaction was June 30, 2003, no pro forma information is necessary for the three months ended September 28, 2003. Had the transaction occurred at the beginning of 2002, revenue, net loss and net loss per share would have been $627 million, $257 million, and $0.75, respectively, for the three-month period ended September 29, 2002 and $2,297 million, $446 million, and $1.30 for the nine-month periods ended September 29, 2002. These pro forma results are not necessarily indicative of the operating results that would have occurred if the transaction had been completed at the beginning of the periods indicated. The pro forma results are not necessarily indicative of future operating results.

In ~~1993,~~addition, the Manufacturing Joint Venture provided a defined benefit pension plan and a lump-sum retirement benefit plan to certain employees. These plans were and are administered by Fujitsu and cover FASL LLC employees formerly assigned from Fujitsu and employees hired directly by the Manufacturing Joint Venture. A full actuarial valuation has not been completed for the specific portion of the plans that relate to the Manufacturing Joint Venture employees. As a result, the Company ~~formed a joint venture (FASL) with Fujitsu Limited for~~estimated FASL LLC’s proportionate allocation of pension obligations, pension assets and elements of pension expensed based on information provided by the ~~development and manufacture of non-volatile memory devices (See Note 11). FASL operates advanced integrated circuit manufacturing facilities in Aizu-Wakamatsu, Japan,~~actuaries to ~~produce Flash memory devices, which are sold~~determine the amounts to be recorded on its consolidated financial statements. For the quarter ended September 28, 2003, the Company recorded an estimated pension cost charge of approximately $3 million and ~~Fujitsu. The Company’s share~~has recorded an estimated pension benefit obligation liability of ~~FASL is 49.992 percent~~approximately $25 million. As of September 28, 2003, the estimated projected benefit obligations were approximately $27 million and the ~~investment~~estimated total pension plan assets were approximately $4 million. Although the Company believes that the estimates and assumptions used by the Company are reasonable, the actual amounts recorded could vary when a full actuarial valuation is ~~being accounted for~~completed as of Fujitsu’s fiscal year ended March 31, 2004. However, the Company does not expect any such difference will have a material impact on its consolidated financial statements.

~~-8-~~-11-

under the equity method. The Company’s share of FASL net income during the first quarter of 2003 was $1.1 million, net of income taxes of approximately $0.8 million. At March 30, 2003, the cumulative adjustment related to the translation of the FASL financial statements into U.S. dollars resulted in an increase in the investment in FASL of $1.4 million.

The following tables present the significant ~~FASL~~ related party transactions ~~and balances, which were included in the Company’s unaudited condensed consolidated financial statements:~~

Quarter Ended
(Thousands)

March 30, 2003

March 31, 2002
Royalty income

$
12,331

$
7,276
Purchases


190,348


87,499
Sales to FASL


109,758


—

(Thousands)

March 30, 2003

December 29, 2002
Royalty receivable

$
22,680

$
11,551
Accounts receivable


199,030


96,814
Accounts payable


111,554


108,890

~~Pursuant to a cross-equity provision~~ between the Company and ~~Fujitsu,~~ the ~~Company has purchased 0.5 million shares of Fujitsu Limited common stock as of March 30, 2003. Under~~Manufacturing Joint Venture for the ~~same provision, Fujitsu Limited purchased nine million shares of~~periods in which the ~~Company’s common stock.~~investment was accounted for under the equity method:

FASL is continuing the facilitization of its second and third Flash memory device wafer fabrication facilities, FASL JV2 and FASL JV3, in Aizu-Wakamatsu, Japan. Capital expenditures for FASL JV2 and FASL JV3 construction and facilitization to date have been funded by cash generated primarily from FASL operations and borrowings by FASL. These costs are incurred in Japanese yen and are, therefore, subject to change due to foreign exchange rate fluctuations. On March 30, 2003, the exchange rate was approximately 119.535 yen to one U.S. dollar. The Company used this rate to translate the amounts denominated in yen into U.S. dollars.

	Quarter Ended			Nine Months Ended
(Thousands)	September 28, 2003	September 29, 2002		September 28, 2003		September 29, 2002
Royalty income	—	$	9,789	$	24,611	$	25,330
Purchases	—		107,832		356,595		283,713
Sales to the Manufacturing Joint Venture	—		—		222,570		—

FASL capital expenditures in 2003 are expected to be funded by cash generated from FASL operations and local borrowings by FASL. However, to the extent that FASL is unable to secure the necessary funds for FASL JV2 or FASL JV3, the Company will be required to contribute cash or guarantee third-party loans in proportion to its 49.992 percent interest in FASL, up to 25 billion yen ($209 million). As of March 30, 2003, the Company had $76 million in loan guarantees outstanding with respect to these third-party loans. As of March 30, 2003, the Company had not recorded any liability in its consolidated financial statements associated with these guarantees as these guarantees were entered into prior to the effective date for FIN 45.
(Thousands)
~~-9-~~
September 28,
2003
December 29,
2002
Royalty receivable
— $11,551
Accounts receivable
— 96,814
Accounts payable
— 108,890

The following is condensed unaudited financial data ~~of FASL:~~for the Manufacturing Joint Venture:

Quarter Ended
(Thousands)

March 30, 2003

March 31, 2002
Net sales

$
291,102

$
169,285
Gross profit


9,917


49,195
Operating income


8,983


48,356
Net income


3,777


24,046

	Quarter Ended				Nine Months Ended
(Thousands)	September 28, 2003	September 29, 2002			September 28, 2003			September 29, 2002
Net sales	—	$	235,986		$	565,037		$	577,167
Gross (loss) profit	—		1,429			(12,955	)		45,133
Operating (loss) income	—		(2,673	)		(14,958	)		38,209
Net loss	—		(1,559	)		(9,618	)		18,130

(Thousands)	March 30, 2003		December 29, 2002		September 28, 2003	December 29, 2002
Current assets	$	231,473	$	287,050	—	$	287,050
Non-current assets		1,001,823		1,056,107	—		1,056,107
Current liabilities		432,488		549,015	—		549,015

The Company’s share of ~~FASL~~the Manufacturing Joint Venture’s net income ~~differs~~(loss) differed from the equity in net income ~~of joint venture~~previously reported on the condensed consolidated statements of operations. The difference iswas due to adjustments resulting from ~~the~~ intercompany profit eliminations and differences in U.S. and Japanese tax treatment of the Manufacturing Joint Venture’s income, which ~~are~~were reflected on the Company’s consolidated statements of operations. The Company ~~has~~ never received cash dividends from ~~its investment in FASL.~~the Manufacturing Joint Venture.

-12-

7. Foundry Arrangement Guarantee

In 2000, ~~FASL~~the Manufacturing Joint Venture further expanded its production capacity through a foundry arrangement with Fujitsu Microelectronics, Inc. (FMI), a wholly owned subsidiary of Fujitsu Limited. In connection with FMI equipping its wafer fabrication facility in Gresham, Oregon (the Gresham Facility), to produce Flash memory devices for sale to ~~FASL,~~the Manufacturing Joint Venture, the Company agreed to guarantee the repayment of up to $125 million of Fujitsu’s obligations as a co-signer with FMI under its global multicurrency revolving credit facility ~~(the Credit Facility)~~ with a third-party bank (the Guarantee). ~~On November 30,~~In 2001, Fujitsu ~~announced that it was closing~~closed the Gresham Facility due to the downturn of the Flash memory market. ~~To date, the Company has not received notice from Fujitsu that FMI has defaulted on any payments due under the Credit Facility.~~ The Company ~~continues to disagree~~disagreed with Fujitsu as to the amount ~~if any, of its obligations~~owed under ~~the Guarantee. While~~this Guarantee and reached a settlement, resulting in a cash payment by the Company ~~continues~~ to ~~discuss this matter with Fujitsu, it cannot predict~~Fujitsu. The settlement amount is immaterial to the ~~outcome~~Company’s financial statements, and was recorded in the Company’s statement of ~~this matter. Accordingly,~~operations for the second quarter ended June 29, 2003 and paid in the third quarter ended September 28, 2003.

8. Segment Reporting

Prior to the third quarter of 2003, the Company ~~has not recorded any liability in its consolidated financial statements associated with the Guarantee.~~

~~Segment Reporting~~

~~AMD operated in~~had two reportable ~~segments:~~segments, the Core Products ~~segment, which reflects the aggregation~~and Foundry Services segments. Primarily as a result of the ~~PC processor, memory products~~formation of FASL LLC, the Company re-evaluated its reportable segments under SFAS 131. Management reviews and ~~Other IC products~~assesses operating performance using segment revenues and operating income before interest, taxes and minority interest. These performance measures include the allocation of expenses to the operating segments ~~and the Foundry Services segment. The aggregation of the Company’s operating segments into the Company’s reporting segments was made pursuant to the aggregation~~based on management judgment.

~~-10-~~

criteria set forth in Statement of Financial Accounting Standards No. 131 (SFAS 131). The Core Products segment includes microprocessors, Flash memory devices, Erasable Programmable Read-Only Memory (EPROM) devices, embedded processors, platform products, personal connectivity solutions products and networking products. The Foundry Services segment includes the sale of products to Legerity and Vantis, the Company’s former voice communications products and programmable logic products subsidiaries. The Company terminated its foundry service arrangements with LegerityBeginning in the third quarter of ~~2002~~2003, the Company changed its reportable segments to: the Computation Products segment, which includes x86 microprocessors for servers, workstations, desktop and ~~will terminate its foundry service arrangements with Vantis~~notebook PCs and chipset products, and the Memory Products segment, which includes the Flash memory products of AMD and FASL LLC. The Company believes that separate reporting of these operating segments, given the Company’s new focus on FASL LLC as a separate operating company and FASL LLC’s separate market brand, provides more useful information.

The All Other category comprises other small operating segments (Personal Connectivity Solutions Products, which includes low power MIPS and x86 solutions, and Foundry Services, which included fees from our former voice communications and programmable logic products subsidiaries) that are neither individually nor in the ~~third~~aggregate material. This category also includes certain operating expenses and credits that are not allocated to the operating segments. Prior period segment information has been restated to conform to the current period presentation. However, as the Company’s results of operations for prior periods did not include the consolidation of FASL LLC’s operations the segment operating information for the Memory Products segment for the quarter ~~of 2003. The Company evaluates performance and allocates resources based on these segments’ operating income (loss).~~ended September 28, 2003 is not comparable to the restated segment information for all prior periods presented.

The following table is a summary of sales and operating income (loss) by segment and category with reconciliation to net loss for the quarters and nine months ended ~~March 30,~~September 28, 2003 and ~~March 31,~~September 29, 2002:

Quarter Ended

(Thousands)

March 30, 2003

March 31, 2002

Segment net sales:

Core Products segment

$
714,555


$
890,120

Foundry Services segment


—



11,953



Total segment net sales

$
714,555


$
902,073



Segment operating loss:

Core Products segment

$
(125,473
)

$
(12,540
)
Foundry Services segment


—



(1,003
)


Total segment operating loss


(125,473
)


(13,543
)
Interest income and other, net


6,740



9,538

Interest expense


(25,805
)


(12,158
)
(Provision) benefit for income taxes


(2,936
)


4,041

Equity in net income of joint venture


1,118



2,959



Net loss

$
(146,356
)

$
(9,163
)

	Quarter Ended						Nine Months Ended
(Thousands)	September 28, 2003			September 29, 2002			September 28, 2003			September 29, 2002
Computation Products
Revenue	$	503,461		$	263,727		$	1,379,190		$	1,334,560
Operating income (loss)	$	19,290		$	(316,553	)	$	(85,881	)	$	(503,308	)
Memory Products
Revenue		423,815			188,589			852,707			524,200
Operating loss		(49,455	)		(14,261	)		(186,826	)		(100,641	)
All Other
Revenue		26,483			55,911			81,678			151,839
Operating income (loss)		(64	)		5,630			(6,492	)		(31,442	)
Total AMD
Revenue		953,759			508,227			2,313,575			2,010,599
Operating income (loss)		(30,229	)		(325,184	)		(279,199	)		(635,391	)
Interest income and other, net		493			12,941			12,203			31,140
Interest expense		(26,848	)		(21,166	)		(79,017	)		(49,053	)
Minority interest		25,353			—			25,353			—
(Provision) benefit for income taxes		—			73,350			(2,936	)		198,884
Equity in net income of Manufacturing Joint Venture		—			5,888			5,913			6,148

Net loss	$	(31,231	)	$	(254,171	)	$	(317,683	)	$	(448,272	)

~~Comprehensive Income (Loss)~~

-13-

9. Comprehensive Income (Loss)

The following are the components of comprehensive ~~loss:~~income (loss):

Quarter Ended

(Thousands)

March 30,
2003

March 31,
2002

Net loss

$
(146,356
)

$
(9,163
)
Net change in cumulative translation adjustments


40,573



(37,389
)
Net change in unrealized gains on cash flow hedges


(3,484
)


(6,872
)
Net change in unrealized gains on available-for-sale securities


(1,699
)


(1,169
)


Other comprehensive income (loss)


35,390



(45,430
)


Comprehensive loss

$
(110,966
)

$
(54,593
)

	Quarter Ended						Nine Months Ended
(Thousands)	September 28, 2003			September 29, 2002			September 28, 2003			September 29, 2002
Net loss	$	(31,231	)	$	(254,171	)	$	(317,683	)	$	(448,272	)
Net change in cumulative translation adjustments		51,504			(20,483	)		154,494			80,873
Net change in unrealized gain (loss) on cash flow hedges		(8,086	)		(1,307	)		(19,713	)		32,111
Net change in minimum pension liabilities		(3,874	)		—			(3,874	)		—
Net change in unrealized gain (loss) on available-for-sale securities		3,865			(3,400	)		3,682			(4,477	)

Other comprehensive income (loss)		43,409			(25,190	)		134,589			108,507

Comprehensive income (loss)	$	12,178		$	(279,361	)	$	(183,094	)	$	(339,765	)

~~-11-~~

The components of accumulated other comprehensive income are as follows:

(Thousands)	March 30, 2003		December 29, 2002		September 28, 2003			December 29, 2002
Net unrealized gains on available-for-sale securities, net of taxes of $263 in 2003 and $1,250 in 2002	$	453	$	2,152
Net unrealized gains on cash flow hedges, net of taxes of $14,839 in 2003 and $17,511 in 2002		25,595		29,079
Net unrealized gain on available-for-sale securities, net of taxes of $2,104 in 2003 and $1,250 in 2002					$	5,762		$	2,152
Net unrealized gain on cash flow hedges, net of taxes of $13,739 in 2003 and $17,511 in 2002						9,366			29,079
Minimum pension liability						(3,874	)		—
Cumulative translation adjustments		59,247		18,674		153,384			18,674

	$	85,295	$	49,905	$	164,638		$	49,905

10. Long-term Debt and Capital Lease Obligations

	Payments Due By Period
(In Thousands)	Total		2003		2004		2005		2006		2007		2008 and beyond
4.75% Convertible Senior Debentures Due 2022	$	500,000	$	—	$	—	$	—	$	—	$	—	$	500,000
4.50% Convertible Senior Notes Due 2007		402,500		—		—		—		—		402,500		—
Dresden term loans		612,740				34,424		309,813		268,503		—		—
July 2003 FASL term loan		89,375		16,875		27,500		27,500		17,500		—		—
Manufacturing Joint Venture term loan		160,923		—		42,913		42,913		42,913		32,184		—
Fujitsu cash note		40,000		—		—		10,000		30,000		—		—
Capital lease obligations		276,038		19,616		91,970		85,600		74,526		4,326		—

Total debt and capital lease obligations	$	2,081,576	$	36,491	$	196,807	$	475,826	$	433,442	$	439,010	$	500,000

-14-

On July 7, 2003, the Company amended and restated its 1999 Loan and Security Agreement with a consortium of banks led by a domestic financial institution. It was further amended on October 3, 2003 (the July 2003 Loan Agreement). See Note 14Subsequent Events. The following describes the July 2003 Loan Agreement as of September 28, 2003, before it was amended on October 3, 2003. The July 2003 Loan Agreement provided for a secured revolving line of credit of up to $200 million that expired in July of 2007. The Company could borrow, subject to amounts that were set aside by the lenders, up to 85 percent of its eligible accounts receivable from OEMs and 50 percent of its eligible accounts receivable from distributors. The Company had to comply with, among other things, the following financial covenants if the level of net domestic cash (as defined in the July 2003 Loan Agreement) it held declined below $200 million:

restrictions on the Company’s ability to pay cash dividends on its common stock;

maintain an adjusted tangible net worth (as defined in the Amended and Restated Loan Agreement) as follows:

9. Measurement Date	~~Restructuring~~Amount
September 30, 2003	$	1.25 billion
December 31, 2003	$	1.25 billion
Last day of each fiscal quarter in 2004	$	1.425 billion
Last day of each fiscal quarter in 2005	$	1.85 billion
Last day of each fiscal quarter thereafter	$	2.0 billion

achieve EBITDA (earnings before interest, taxes, depreciation and amortization) according to the following schedule:

Period	Amount
Four fiscal quarters ending September 30, 2003	$	150 million
Four fiscal quarters ending December 31, 2003	$	400 million
Four fiscal quarters ending March 31, 2004	$	550 million
Four fiscal quarters ending June 30, 2004	$	750 million
Four fiscal quarters ending September 30, 2004	$	850 million
Four fiscal quarters ending December 31, 2004	$	950 million
Four fiscal quarters ending March 31, 2005 and ~~Other Special Charges~~on each fiscal quarter thereafter	$	1,050 million

~~2002 Restructuring Plan~~At September 28, 2003, net domestic cash, as defined, totaled $429 million.

~~In December 2002,~~The Company’s obligations under the July 2003 Loan Agreement were secured by all of its accounts receivable, inventory, general intangibles (excluding intellectual property) and the related proceeds. FASL LLC’s assets, accounts receivable, inventory and general intangibles were not pledged as security for the Company’s obligations. As of September 28, 2003, no amount was outstanding under the July 2003 Loan Agreement.

On July 11, 2003, the Company ~~finalized~~amended its September 2002 Loan Agreement and assigned it to FASL LLC. Under the Amended and Restated Term Loan Agreement (the July 2003 FASL Term Loan), amounts borrowed bear interest at a ~~restructuring plan (the 2002 Plan) to align~~variable rate of LIBOR plus four percent, which was 5.14 percent at September 28, 2003. Repayment occurs in equal, consecutive, quarterly principal and interest installments ending in September 2006. As of September 28, 2003, approximately $89 million was outstanding under the July 2003 FASL Term Loan, of which 60 percent is guaranteed by the Company and 40 percent is guaranteed by Fujitsu.

FASL LLC must also comply with additional financial covenants if its ~~cost structure to industry conditions resulting from weak customer demand and industry-wide excess inventory. The 2002 Plan will result~~net domestic cash balance (as defined in the ~~reduction~~July 2003 FASL Term Loan) declines below $130 million through the first quarter of ~~approximately 2,000 positions or 15 percent~~2004, $120 million from the second quarter of 2004 and the ~~Company’s employees, affecting all levels~~end of ~~its workforce~~2005 and $100 million during 2006. At any time that net domestic cash falls below these thresholds, FASL LLC must comply with, among other things, the following financial covenants:

maintain an adjusted tangible net worth (as defined in ~~almost every organization. As part~~the July 2003 FASL Term Loan) of ~~this plan, and as~~not less than $850 million.

achieve EBITDA according to the following schedule:

Period	Amount
Quarter ending September 2003	$	(40 million	)
For the six months ending December 2003	$	75 million
For the nine months ending March 2004	$	170 million
For the four quarters ending June 2004	$	285 million
For the four quarters ending September 2004	$	475 million
For the four quarters ending December 2004	$	550 million
For the four quarters ending in 2005	$	640 million
For the four quarters ending in 2006	$	800 million

maintain a Fixed Charge Coverage Ratio (as defined in the July 2003 FASL Term Loan) according to the following schedule:

Period		Ratio
Third Fiscal Quarter of 2003		-0.6 to 1.00
Fourth Fiscal Quarter of 2003		0.2 to 1.00
First Fiscal Quarter of 2004		0.25 to 1.00
Period ending June 2004		0.4 to 1.00
Period ending September 2004		0.8 to 1.00
Period ending December 2004		1.0 to 1.00
Full Fiscal Year 2005		1.0 to 1.00
Full Fiscal Year 2006		0.9 to 1.00

At September 28, 2003, FASL LLC’s net domestic cash totaled $202 million.

Manufacturing Joint Venture Loan Refinancing

As a result of the ~~Company’s agreement with IBM to develop future generations~~FASL LLC transaction, the Manufacturing Joint Venture’s third party loans were refinanced from the proceeds of a term loan in the aggregate principal amount of 18 billion yen (approximately $161 million on September 28, 2003) entered into between a wholly owned subsidiary of FASL LLC and a Japanese financial institution. Fujitsu has guaranteed 100 percent of the ~~Company’s logic process technology,~~amounts outstanding under this facility. Under the agreement, the

-15-

amounts borrowed bear an interest rate of TIBOR plus a spread that is determined by Fujitsu’s current debt rating. The current interest rate is 1.06%. Repayment occurs in equal, consecutive, quarterly principal installments ending in June 2007. The Company has agreed to pay Fujitsu 60 percent of any amount paid by Fujitsu under its guarantee of this loan.

Capital Lease and Leaseback Transactions

On July 16, 2003, a wholly owned subsidiary of FASL LLC entered into a sale-leaseback transaction for certain equipment with a third party financial institution in the amount of 12 billion yen (approximately $100 million on July 16, 2003) of cash proceeds. Upon execution of the agreement, the equipment had a net book value of approximately $168 million. As the term on the leaseback is more than 75 percent of the remaining estimated economic lives of the equipment, the Company is ~~ramping down its silicon processing associated with logic research and development in its Submicron Development Center (SDC) in Sunnyvale, California and will eliminate most~~accounting for the transaction as a capital lease. The Company recognized an immediate loss of ~~those related resources, including~~$16 million on the ~~sale or abandonment~~transaction due to the fact that the fair market value of ~~certain~~the equipment ~~used in the SDC.~~

~~The 2002 Plan will also result in the consolidation of facilities, primarily~~was less than their net book value at the ~~Company’s Sunnyvale, California site and at sales offices worldwide.~~time of the transaction. The Company also recorded approximately $52 million of deferred loss which will be amortized in proportion to the leased assets over their average estimated remaining lives, which is ~~vacating, and attempting to sublease, certain facilities currently occupied under long-term operating leases.~~approximately 3 years. The Company ~~has~~guaranteed 50 percent or up to approximately $50 million of the outstanding obligations under the lease arrangement. As of September 28, 2003, the outstanding lease obligation under this agreement was approximately $91 million. FASL LLC and its subsidiaries also ~~terminated~~entered into other capital lease transactions during the implementation of certain partially completed enterprise resource planning (ERP) software and other information technology implementation activities, resulting in the abandonment of certain software, hardware and capitalized development costs.

~~Pursuant to the 2002 Plan, the Company recorded in the fourth~~third quarter of ~~2002 restructuring costs and other special charges~~2003, which resulted in additional capital lease obligations of ~~$330.6~~$152 million ~~consisting primarily~~as of $68.8 million of anticipated severance and fringe benefit costs, an asset impairment charge of $32.5 million relating to a license, associated with discontinued logic development activities, that has no future use, asset impairment charges of $30.6 million resulting from the abandonment of equipment previously used in logic process development and manufacturing activities, anticipated exit costs of $138.9 million primarily to vacate and consolidate the Company’s facilities and $55.5 million resulting from the abandonment of partially completed ERP software and other information technology implementation activities.September 28, 2003.

~~-12-~~

The Company ~~began activities pursuant to~~has guaranteed approximately $156 million of the ~~2002 Plan during the fourth quarter~~total $276 million outstanding obligations under capital lease arrangements of ~~2002 and expects to substantially complete the activities associated with the 2002 Plan by the end~~FASL LLC as of September 28, 2003. ~~As of March 30, 2003, 1,333 employees were terminated pursuant to the 2002 Plan resulting in cash payments of $32 million for severance and employee benefit costs.~~

During the first quarter of 2003, management approved the sale of additional equipment, primarily equipment used in the SDC, that has been identified as no longer useful in the Company’s operations. As a result, the Company recorded approximately $11 million of asset impairment charges including $3.3 million of charges for decommission costs necessary to complete the equipment’s sale.11. Guarantees

~~The following table summarizes activities under the 2002 Plan through March 30, 2003:~~

(Thousands)

Severance and Employee Benefits

Asset Impairment

Exit and Equipment Decommission Costs

Other Restructuring Charges

Total

2002 provision

$
68,770


$
118,590


$
138,900


$
4,315


$
330,575

Q4 2002 non-cash charges


—



(118,590
)


—



—



(118,590
)
Q4 2002 cash charges


(14,350
)


—



(795
)


—



(15,145
)





Accruals at December 29, 2002


54,420



—



138,105



4,315



196,840

Q1 2003 provision


—



7,791



3,314



—



11,105

Q1 2003 non-cash charges


—



(7,791
)


—



—



(7,791
)
Q1 2003 cash charges


(17,820
)


—



(751
)


(4,223
)


(22,794
)





Accruals at March 30, 2003

$
36,600


$
—


$
140,668


$
92


$
177,360

~~2001 Restructuring Plan~~

In 2001, the Company announced a restructuring plan (the 2001 Plan) due to the continued slowdown in the semiconductor industry and a resulting decline in revenues. The Company has substantially completed its execution of the 2001 Plan, with the exception of the facilities and equipment decommission activities, which are expected to be completed by the end of 2003. During the first quarter of 2003, the Company reduced the estimated accrual of the facility and equipment decommission costs by $7.4 million based on the most current information available. During the first quarter, the Company also realized a recovery of approximately $1.6 million from the sale of equipment impaired as a result of the 2001 Plan, previously held-for-sale at amounts in excess of its initially estimated fair value. Both amounts were included in restructuring and other special charges, net.

~~The following table summarizes activities under the 2001 Plan during the first quarter ended March 30, 2003:~~

(Thousands)

Severance and Employee Benefits

Facility and Equipment Impairment

Facilities and Equipment Decommission Costs

Other Facilities Exit Costs

Total

Accrual at December 29, 2002

$
—

$
—

$
15,055


$
646

$
15,701

Q1 2003 cash charges


—


—


(630
)


—


(630
)
Q1 2003 non-cash adjustment


—


—


(7,400
)


—


(7,400
)





Accruals at March 30, 2003

$
—

$
—

$
7,025


$
646

$
7,671

~~-13-~~

~~10.~~

~~Guarantees~~

The Company accounts for guarantees in accordance with FIN 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.”

Guarantees of indebtedness recorded on the Company’s consolidated balance sheets

The following table summarizes ~~guarantees that~~ the ~~Company has~~principal guarantees issued as of ~~March 30,~~September 28, 2003 related to underlying liabilities that are already recorded on the Company’s consolidated balance sheets as of September 28, 2003:

(In Thousands)

Maximum Amounts Guaranteed

2003

2004

2005

2006

2007

2008 and Beyond
Dresden intercompany guarantee

$
296,446

$
—

$
—

$
—

$
296,446

$
—

$
—
BAC payment guarantee


26,999


26,999


—


—


—


—


—
AMTC payment guarantee


34,558


—


—


—


—


34,558


—
AMTC rental guarantee


129,715


—


—


—


—


—


129,715
FASL guarantee (Note 6)


209,000


—


—


—


—


—


209,000
Fujitsu guarantee (Note 6)


125,000


125,000


—


—


—


—


—







Total guarantee

$
821,718

$
151,999

$
—

$
—

$
296,446

$
34,558

$
338,715

			Amounts of guarantee expiration per period
(Thousands)	Amounts Guaranteed *		2003		2004		2005		2006		2007		2008 and Beyond
Dresden term loan guarantee	$	306,369	$	—	$	—	$	—	$	306,369	$	—	$	—
July 2003 FASL term loan guarantee (see Note 10)		53,625		10,125		16,500		16,500		10,500		—		—
FASL capital lease guarantees (see Note 10)		155,812		10,587		47,998		51,128		43,397		2,702		—
Manufacturing Joint Venture term loan guarantee (see Note 10)		96,554		—		25,748		25,748		25,748		19,310		—

Total guarantees	$	612,360	$	20,712	$	90,246	$	93,376	$	386,014	$	22,012	$	0

*	Amounts guaranteed represent the principal amount of the underlying obligations and are exclusive of obligations for interest, fees and expenses.

-16-

Dresden Term Loan Agreements and Dresden Term Loan Guarantee

AMD Saxony Limited Liability Company & Co. KG, (AMD Saxony, formerly known as AMD Saxony Manufacturing GmbH), an indirect wholly owned German subsidiary of AMD, continues to facilitize Fab 30, which began production in the third quarter of 2000. AMD, the Federal Republic of Germany, the State of Saxony and a consortium of banks are providing financing for the project.

In March 1997, AMD Saxony entered into a loan agreement and other related agreements (the Dresden Loan Agreements) with a consortium of banks led by Dresdner Bank AG, a German financial institution, in order to finance the project. ~~The Dresden Loan Agreements were amended in February 1998, June 1999, February 2001, June 2002 and December 2002.~~

Because most of the amounts under the Dresden Loan Agreements were denominated in deutsche marks (converted to euros), the dollar amounts discussed below are subject to change based on applicable conversion rates. The Company used the exchange rate that was permanently fixed on January 1, 1999, of 1.95583 deutsche marks to one euro for the conversion of deutsche marks to euros, and then used the exchange rate of ~~0.93~~0.87 euro to one U.S. dollar as of ~~March 30,~~September 28, 2003, to translate the amounts denominated in deutsche marks into U.S. dollars.

The Dresden Loan Agreements, as amended, provide for the funding of the construction and facilitization of Fab ~~30. The funding consists of:~~

~~-14-~~

~~equity contributions, subordinated~~30 and ~~revolving loans and loan guarantees from, and full cost reimbursement through, AMD;~~

~~loans from a consortium of banks; and~~

~~grants, subsidies and loan guarantees from the Federal Republic of Germany and the State of Saxony.~~

~~The Dresden Loan Agreements~~also require that the Company partially fund Fab 30 project costs in the form of subordinated and revolving loans to, or equity investments in, AMD Saxony. In accordance with the terms of the Dresden Loan Agreements, as of March 30, 2003, the Company had provided $160 million of subordinated loans, $294 million of revolving loans and $286 million of equity investments in AMD Saxony. These amounts have been eliminated in the Company’s consolidated financial statements.

In addition to support from AMD, the consortium of banks referred to above made available up to $828 million in loans to AMD Saxony to help fund Fab 30 project costs. The loans have been fully drawn and a portion has been repaid. AMD Saxony had $593 million of such loans outstanding as of March 30, 2003, which is included in the Company’s consolidated balance sheets.

~~The Dresden Loan Agreements, as amended, also require that the Company:~~

provide interim funding to AMD Saxony if either the remaining capital investment grants and allowances or the remaining interest subsidies are delayed, such funding to be repaid to AMD as AMD Saxony receives the investment grants and allowances or subsidies from the State of Saxony;

~~fund shortfalls in government subsidies resulting from any default under the Subsidy Agreement caused by AMD Saxony or its affiliates; and~~

guarantee up to 50 percent of AMD Saxony’s obligations under the Dresden Loan Agreements, which guarantee must not be less than ~~$120~~$128 million or more than ~~$324~~$344 million, until the bank loans are repaid in full. As of ~~March 30,~~September 28, 2003, ~~the maximum exposure and~~ the amount outstanding under the guarantee was ~~$296~~$306 million.

As AMD Saxony’s obligations under the Dresden Loan Agreements are included in the Company’s consolidated financial statements, no incremental liability is recorded under the Dresden guarantee.

AMD Saxony would be in default under the Dresden Loan Agreements if the Company, AMD Saxony, AMD Saxony Holding GmbH (AMD Holding), AMD Saxony Admin GmbH or AMD Saxony LLC fail to comply with certain obligations thereunder or upon the occurrenceGuarantees of ~~certain events, including:~~

~~material variances from the approved plan and specifications;~~

indebtedness not recorded on the Company’s ~~failure to fund equity contributions or loans or otherwise comply with the Company’s obligations relating to the Dresden Loan Agreements;~~

~~the sale of shares in AMD Saxony, AMD Holding, AMD Saxony Admin GmbH or AMD Saxony LLC;~~

~~-15-~~

~~the failure to pay material obligations;~~

~~the occurrence of a material adverse change or filings or proceedings in bankruptcy or insolvency with respect to the Company, AMD Saxony, AMD Holding, AMD Saxony Admin GmbH or AMD Saxony LLC;~~

~~the occurrence of a default under the Company’s July 1999 Loan and Security Agreement or the September 2002 Term Loan and Security Agreement; and~~

~~noncompliance with specified financial covenants.~~

Generally, any default with respect to borrowings made or guaranteed by AMD that results in recourse to the Company of more than $2.5 million and that is not cured by the Company, would result in a cross-default under the Dresden Loan Agreements, the July 1999 Loan Agreement and the September 2002 Loan Agreement. As of March 30, 2003, the Company was in compliance with all conditions of the Dresden Loan Agreements.consolidated balance sheets

InThe following table summarizes the ~~event~~principal guarantees issued as of September 28, 2003 for which the underlying liabilities are not recorded on the Company’s consolidated balance sheets as of September 28, 2003. These guarantees are described below the following table:

			Amounts of guarantee expiration per period
(Thousands)	Amounts* Guaranteed		2003		2004		2005		2006		2007		2008 and beyond
FASL LLC operating lease guarantees	$	29,386	$	7,647	$	21,739	$	—	$	—	$	—	$	—
BAC payment guarantee		28,686		—		—		—		—		—		28,686
AMTC payment guarantee		36,718		—		—		—		—		36,718		—
AMTC rental guarantee		130,036		—		—		—		—		—		130,036	**

Total	$	224,826	$	7,647	$	21,739	$	—	$	—	$	36,718	$	158,722

*	Amounts guaranteed represent the principal amount of the underlying obligations and are exclusive of obligations for interest, fees and expenses.

**	Amounts outstanding will diminish until the expiration of the guarantee.

FASL LLC Operating Lease Guarantees

The Company ~~is unable to meet~~has guaranteed certain operating leases entered into by FASL LLC and its ~~obligations to AMD Saxony~~subsidiaries totaling approximately $29 million as ~~required under~~of September 28, 2003. The amount of the ~~Dresden Loan Agreements, the Company~~guarantees will be ~~in default under~~reduced by the ~~Dresden Loan Agreements,~~actual amount of lease payments paid by FASL LLC over the July 1999 Loan Agreement and the September 2002 Loan Agreement, which would permit acceleration of certain indebtedness, which could have a material adverse effect on the Company. The occurrence of a default under these agreements would likely result in a cross-default under the Indentures governing the Company’s 4.75% Debentures and 4.50% Notes.lease term.

-17-

Advanced Mask Technology Center and Maskhouse Building Administration Guarantees

The Advanced Mask Technology Center GmbH & Co. KG (AMTC), and Maskhouse Building Administration GmbH & Co., KG (BAC), are joint ventures formed by AMD, Infineon Technologies AG and DuPont Photomasks, Inc. for the purpose of constructing and operating a new advanced photomask facility in Dresden, Germany. ~~In June 2002,~~To finance the project, BAC entered into an ~~$81~~$86 million bridge loan ~~(Bridge Loan) with a consortium of banks led by Dresdner Bank for the purpose of constructing the facility. The Company guaranteed the payment obligations of BAC under the Bridge Loan,~~ in ~~an amount not to exceed $27 million plus interest~~June 2002, and ~~expenses. In December 2002,~~ BAC and AMTC ~~executed~~entered into a ~~facility agreement, consisting of a $130~~$138 million revolving credit facility ~~(Revolving Loan)~~ and an ~~$81~~$86 million term loan in December 2002. In September 2003, the outstanding amounts under the bridge loan were repaid with proceeds from the term loan. Also in December 2002, in order to occupy the photomask facility, ~~(Term Loan),~~AMTC entered into a rental agreement with ~~a consortium of banks led~~BAC. With regard to these commitments by ~~Dresdner Bank. The Term Loan will supercede~~BAC and ~~replace~~AMTC, the ~~Bridge Loan. The~~ Company guaranteed ~~the payment obligations of AMTC, in an amount not~~up to ~~exceed $35~~approximately $29 million plus interest and expenses under the ~~Revolving Loan. In addition, the Company guaranteed the payment obligations of BAC, in an amount not~~term loan, up to ~~exceed $27~~approximately $37 million plus interest and expenses under the ~~Term Loan.~~

~~In December 2002, AMTC~~revolving loan, and ~~BAC entered into a~~up to approximately $16 million, initially, under the rental ~~agreement with respect to the photomask facility.~~agreement. The ~~Company guaranteed approximately 23 percent of the payment~~ obligations ~~of AMTC~~ under the rental agreement ~~which the Company believes will be equal to approximately $17 million, initially, and will~~guarantee diminish over time through 2011 as the ~~Term Loan~~term loan is repaid. ~~The Company’s rental guarantee will replace its guarantee~~However, under certain circumstances of ~~the Term Loan. In addition, in the event~~default by the other tenant of the photomask facility ~~defaults~~ under its rental agreement with BAC and ~~AMTC~~

~~-16-~~

~~assumed the defaulting tenant’s lease and related lease obligations, the Company would be required to guarantee 23 percent~~certain circumstances of ~~these additional rental payment obligations. Further, in the event~~default by more than one ~~of the three~~ joint venture partners is unable to meet its guarantee obligations with respect to AMTC’s additional rental payment obligations, the remaining joint venture partners agreed to assume, on a pro rata basis, the defaulting partner’s guarantee obligations with respect to AMTC’s additional rental payment only. Assuming the other tenant of the photomask facility defaults under the rental agreement and AMTC exercises its option to assume the defaulting tenant’s obligationspartner under its rental agreement ~~and assuming a default under the rental~~ guarantee ~~by both Infineon and DuPont,~~obligations, the maximum potential amount of the Company’s ~~guarantee~~ obligations ~~for these~~under the rental ~~payments~~agreement guarantee would be approximately $130 million.

As of ~~March 30,~~September 28, 2003, ~~no amounts were~~$12 million was drawn under the ~~Revolving Loan or~~revolving credit facility, and $75 million was drawn under the ~~Term Loan~~term loan and are subject to the aforementioned guarantees.

The Company has not recorded any liability in its consolidated financial statements associated with these ~~guarantees.~~guarantees because they were issued prior to the effective date of FIN 45.

Warranties and Indemnities

At the time revenue is recognized, the Company provides for estimated costs that may be incurred under product warranties, with the corresponding expense recognized in cost of sales. Estimates of warranty expense are based on historical experience. Remaining warranty accruals are evaluated periodically and are adjusted for changes in experience.

The Company generally offers ~~to end users~~ a three-year limited warranty to end users for certain of its boxed microprocessor products, and a one-year limited warranty only to direct purchasers ~~only~~ for all other products.

Changes in the Company’s potential liability for product warranty during the ~~quarters~~nine months ended ~~March 30,~~September 28, 2003 were as follows:

(Thousands)
Balance at December 29, 2002	$	19,369
New warranties issued during the period		28,437
Settlements during the period		(21,003	)
Changes in liability for pre-existing warranties during the period, including expirations		(4,520	)

Balance at September 28, 2003	$	22,283

In addition to product warranties, the Company, from time to time, in its normal course of business, indemnifies other parties with whom it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company, with respect to certain matters. The Company has agreed to hold the other party harmless against specified losses, such as those arising

-18-

from a breach of representations or covenants, third party claims that the Company’s products when used for their intended purpose(s) infringe the intellectual property rights of such third party or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. Historically, payments made by the Company under these obligations have not been material.

12. Restructuring and Other Special Charges

2002 Restructuring Plan

In December 2002, the Company began implementing a restructuring plan (the 2002 Restructuring Plan) to further align its cost structure to industry conditions resulting from weak customer demand and industry-wide excess inventory.

As part of this plan, and as a result of the Company’s technology agreement with IBM to develop future generations of the Company’s logic process technology, the Company has ceased its silicon processing associated with logic research and development in its Submicron Development Center (SDC) in Sunnyvale, California and has eliminated most of those related resources, including the sale or abandonment of certain equipment used in the SDC.

The 2002 Restructuring Plan has resulted in the consolidation of facilities, primarily at the Company’s Sunnyvale, California site and at sales offices worldwide. The Company has vacated, and is attempting to sublease, certain facilities currently occupied under long-term operating leases. The Company has also terminated the implementation of certain partially completed enterprise resource planning (ERP) software and other information technology implementation activities, resulting in the abandonment of certain software, hardware and capitalized development costs.

Pursuant to the 2002 Restructuring Plan, the Company recorded restructuring costs and other special charges of $330.6 million in the fourth quarter of 2002, consisting primarily of $68.8 million of anticipated severance and fringe benefit costs, an asset impairment charge of $32.5 million relating to a license that had no future use because of its association with discontinued logic development activities, asset impairment charges of $30.6 million resulting from the abandonment of equipment previously used in logic process development and manufacturing activities, anticipated exit costs of $138.9 million primarily related to vacating and consolidating the Company’s facilities and $55.5 million resulting from the abandonment of partially completed ERP software and other information technology implementation activities.

In the third quarter ended September 28, 2003, the Company revised its estimates of the number of positions to be eliminated pursuant to the 2002 Restructuring Plan from 2,000 to 1,800 in response to the additional resources required due to the FASL LLC transaction. As a result, the Company reversed $8 million of the estimated severance and fringe benefit accrual due to the decision to reduce the number of positions to be eliminated by 200. Therefore, the 2002 Restructuring Plan will result in the reduction of approximately 1,800 positions or 14 percent of the Company’s employees, affecting all levels of its workforce in almost every organization. As of September 28, 2003, 1,512 employees had been terminated pursuant to the 2002 Restructuring Plan resulting in cumulative cash payments of $50 million for severance and

-19-

employee benefit costs. The Company expects to substantially complete the activities associated with the 2002 Restructuring Plan by the end of December 2003.

During the first quarter of 2003, management approved the sale of additional equipment, primarily equipment used in the SDC, that had been identified as no longer useful in the Company’s operations. As a result, the Company recorded approximately $11 million of asset impairment charges in the first quarter of 2003, including $3.3 million of charges for decommission costs necessary to complete the equipment’s sale.

The following table summarizes activities under the 2002 Restructuring Plan through September 28, 2003:

(Thousands)	Severance and Employee Benefits			Asset impairment			Exit and Equipment Decommission Costs			Other Restructuring Charges			Total
2002 provision	$	68,770		$	118,590		$	138,900		$	4,315		$	330,575
Q4 2002 non-cash charges		—			(118,590	)		—			—			(118,590	)
Q4 2002 cash charges		(14,350	)		—			(795	)		—			(15,145	)

Accruals at December 29, 2002		54,420			—			138,105			4,315			196,840
Q1 2003 provision		—			7,791			3,314			—			11,105
Q1 2003 non-cash charges		—			(7,791	)		—			—			(7,791	)
Q1 2003 cash charges		(17,820	)		—			(751	)		(4,223	)		(22,794	)

Accruals at March 30, 2003		36,600			—			140,668			92			177,360
Q2 2003 cash charges		(14,922	)		—			(8,309	)		(77	)		(23,308	)

Accruals at June 29, 2003		21,678			—			132,359			15			154,052

Q3 2003 non-cash adjustment		(8,000	)		—			—			—			(8,000	)
Q3 2003 cash charges		(2,568	)		—			(5,934	)		—			(8,502	)

Accruals at September 28, 2003		11,110			—			126,425			15			137,550

2001 Restructuring Plan

In 2001, the Company announced a restructuring plan (the 2001 Restructuring Plan) due to the slowdown in the semiconductor industry and a resulting decline in revenues. The Company has substantially completed its execution of the 2001 Restructuring Plan, with the exception of the facilities and equipment decommission activities, which are expected to be completed by the end of 2003. During the first quarter of 2003, the Company reduced the estimated accrual of the facility and equipment decommission costs by $7.4 million based on the most current information available. During the first quarter, the Company also realized a recovery of approximately $1.6 million from the sale of equipment impaired as a result of the 2001 Restructuring Plan, previously held-for-sale at amounts in excess of its initially estimated fair value. Both amounts were included in restructuring and other special charges (recoveries) net.

-20-

The following table summarizes activities under the 2001 Restructuring Plan during the nine months ended September 28, 2003:

(Thousands)	Facilities and Equipment Decommission Costs			Other Facilities Exit Costs		Total
Accrual at December 29, 2002	$	15,055		$	646	$	15,701
Q1 2003 cash charges		(630	)		—		(630	)
Q1 2003 non-cash adjustment		(7,400	)		—		(7,400	)

Accruals at March 30, 2003		7,025			646		7,671
Q2 2003 cash charges		(226	)		—		(226	)

Accruals at June 29, 2003		6,799			646		7,445
Q3 2003 cash charges		(596	)		—		(596	)

Accruals at September 28, 2003	$	6,203		$	646	$	6,849

As of September 28, 2003 and ~~March 31,~~December 29, 2002, ~~are as follows (in thousands):~~$100 million and $113 million of the total restructuring accruals of $144 million and $213 million were included in other liabilities (long-term) on the balance sheets. (See Note 13.)

March 30, 2003

March 31, 2002

Balance, beginning of period

$
19,369


$
16,730

New warranties issued during the period


9,132



9,708

Settlements during the period


(8,685
)


(15,975
)
Changes in liability for pre-existing warranties during the period, including expirations


1,061



10,172



Balance, end of period

$
20,877


$
20,635

13. Other Liabilities

The Company’s other long-term liabilities at September 28, 2003 and December 29, 2002 consisted of:

(Thousands)	September 28, 2003		December 29, 2002
Dresden deferred grants and subsidies	$	257,818	$	146,346
Restructuring accrual		100,499		112,567
Customer deposits		17,500		38,000
Deferred gain on building		23,908		25,169
FASL LLC pension liabilities		24,704		—
Other		853		—

	$	425,282	$	322,082

14. Subsequent Events

Amendment of Note Payable to Bank

On July 7, 2003, the Company amended and restated its 1999 Loan and Security Agreement with a consortium of banks led by a domestic financial institution. It was further amended on October 3, 2003. The July 2003 Loan Agreement currently provides for a secured revolving line of credit of up to $125 million that expires in July of 2007. The Company can borrow, subject to amounts that were set aside by the lenders, up to 85 percent of its eligible accounts receivable from OEMs and 50 percent of its eligible accounts receivable from distributors. The Company has to comply with, among other things, the following financial covenants if the level of net domestic cash (as defined in the July 2003 Loan Agreement) it holds declines below $125 million:

restrictions on the Company’s ability to pay cash dividends on its common stock;

maintain an adjusted tangible net worth (as defined in the July 2003 Loan Agreement) as follows:

~~11.~~ Measurement Date	~~Subsequent Event~~Amount
September 30, 2003	$	1.25 billion
December 31, 2003	$	1.25 billion
Last day of each fiscal quarter in 2004	$	1.425 billion
Last day of each fiscal quarter in 2005	$	1.85 billion
Last day of each fiscal quarter thereafter	$	2.0 billion

achieve EBITDA (earnings before interest, taxes, depreciation and amortization) according to the following schedule:

Period	Amount
Four fiscal quarters ending September 30, 2003	$	150 million
Four fiscal quarters ending December 31, 2003	$	400 million
Four fiscal quarters ending March 31, 2004	$	550 million
Four fiscal quarters ending June 30, 2004	$	750 million
Four fiscal quarters ending September 30, 2004	$	850 million
Four fiscal quarters ending December 31, 2004	$	950 million
Four fiscal quarters ending March 31, 2005 and on each fiscal quarter thereafter	$	1,050 million

~~On March 31,~~At September 28, 2003, net domestic cash, as defined, totaled $429 million. The Company’s obligations under the ~~Company~~July 2003 Loan Agreement are secured by all of its accounts receivable, inventory, general intangibles (excluding intellectual property) and ~~Fujitsu Limited announced~~ the ~~execution of a Memorandum of Understanding to establish a new Flash memory semiconductor joint venture company. The new company, to be called~~related proceeds. FASL ~~LLC, would be 60 percent owned by the Company~~LLC’s assets, accounts receivable, inventory and ~~40 percent owned by Fujitsu Limited and would integrate~~general intangibles are not pledged as security for the Company’s and Fujitsu’s Flash memory assets and operations, including FASL. The new company is expected to begin operations in the third quarter of 2003. Because the Company will hold majority interest in FASL LLC and will control its operations, the Company expects to consolidate the operations and financial position of FASL LLC in its consolidated financial statements upon commencement of operations of FASL LLC.obligations.

~~-17-~~-21-

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

~~The statements in this~~This report ~~include~~includes forward-looking statements. These forward-looking statements are based on current expectations and beliefs and involve numerous 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 ~~circumstance~~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,” “approximately,” “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. The forward-looking statements in this report relate to, among other ~~things,~~things: operating results; anticipated cash flows; capital expenditures; gross margins; adequacy of resources to fund operations and capital investments; our ability to achieve cost reductions in the amounts and in the timeframes anticipated; normal seasonality in the sale of our products in the fourth quarter of 2003; our ability to transition to new product introductions effectively; our ability to produce microprocessors in the volume required by customers on a timely basis; our ability to maintain average selling prices of microprocessors despite aggressive marketingproducts and ~~pricing strategies of our competitors; our ability to introduce~~technologies in a timely ~~manner~~ and ~~achieve~~effective way; and customer and market acceptance ~~for~~of our ~~eighth-generation~~AMD Opteron and AMD Athlon 64 microprocessors and produce them in the volumes required by the market at acceptable yields; our ability, and the ability of third parties, to provide timely infrastructure solutions, such as motherboards and chipsets, to support our microprocessors; a recovery in the economy leading to increased demand for our products; a recovery in the communication and networking industries leading to an increase in the demand for Flash memory products; the effect of foreign currency hedging transactions; the process technology transitions in our submicron integrated circuit manufacturing facilities located in Dresden, Germany (Fab 30) and Austin, Texas (Fab 25); the financing and further construction of the Fujitsu AMD Semiconductor Limited (FASL) manufacturing facilities; and our ability to successfully implement the newly proposed joint venture with Fujitsu, Ltd. and sustain any benefit from such joint venture.MirrorBit products. For a discussion of the factors that could cause actual results to differ materially from the forward-looking statements, see the “Financial Condition” and “Risk Factors” sections set forth below beginning on page 2731 and such other risks and uncertainties as set forth below in this report or detailed in our other Securities and Exchange Commission reports and filings.

The following discussion should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and related notes included in this report and our Audited Consolidated Financial Statements and related notes as of December 29, 2002 and December 30, 2001 and for each of the three years in the period ended December 29, 2002 as filed in our Annual Report on Form ~~10-K.~~10-K, as amended.

AMD, the AMD Arrow logo, and combinations thereof, Advanced Micro Devices, AMD Athlon, AMD Duron and AMD Opteron ~~and MirrorBit~~ are ~~either trademarks or registered~~ trademarks of Advanced Micro Devices, Inc. in the United States and/or other jurisdictions. ~~Vantis is a trademark~~Spansion and MirrorBit are trademarks of ~~Lattice Semiconductor Corporation. Legerity is a trademark of Legerity, Inc.~~FASL LLC in the United States and/or other jurisdictions. Microsoft and Windows are ~~either registered trademarks or~~ trademarks of Microsoft Corporation in the United States and/or other jurisdictions. Other terms used to identify companies and products may be trademarks of their respective owners.

~~-18-~~-22-

RESULTS OF OPERATIONS

~~We operated in~~Prior to the third quarter of 2003, we had two reportable ~~segments:~~segments, the Core Products and Foundry Services segments. Primarily as a result of the formation of FASL LLC, we re-evaluated our reportable segments. We review and assess operating performance using segment revenues and operating income before interest, taxes and minority interest. These performance measures include the allocation of expenses to the operating segments based on management judgment.

Beginning in the third quarter of 2003, we changed our reportable segments to: the Computation Products segment, which ~~reflects~~includes x86 microprocessors for servers, workstations, desktop and notebook PCs and chipset products, and the ~~aggregation of~~Memory Products segment, which includes the ~~PC processor,~~Flash memory products of AMD and ~~Other IC products operating segments, and the Foundry Services segment. Our Core Products segment includes our PC processor products, Memory products and Other IC products. PC processor~~FASL LLC. Microprocessor products include our AMD ~~Athlon~~Opteron^™TM, AMD Athlon^TM XP and AMD Duron^™TM microprocessors. Memory products include Flash memory devices and Erasable Programmable Read-Only Memory, ~~(EPROM)~~or EPROM devices. We believe that separate reporting of these operating segments, given our new focus on FASL LLC as a separate operating company and its separate market brand - Spansion^TM, provides more useful information.

The All Other ~~IC products include platform products,~~category comprises other small operating segments (Personal Connectivity Solutions Products, which ~~primarily consist of chipsets, embedded processors, networking products~~includes low power MIPS and ~~personal connectivity~~x86 solutions, ~~products. Our~~and Foundry Services, ~~segment consisted of~~which included fees from ~~Legerity, Inc. and Vantis Corporation,~~ our former voice communications ~~products~~ and programmable logic products ~~subsidiaries. We terminated our foundry services arrangement with Legerity~~subsidiaries) that are neither individually nor in the ~~third quarter~~aggregate material. This category also includes certain operating expenses and credits that are not allocated to the operating segments. Prior period segment information has been restated to conform to the current period presentation. However, as the results of ~~2002 and will terminate~~operations for prior periods do not include the ~~foundry service arrangement with Vantis~~consolidation of FASL LLC’s operations, the restated information for the Memory Products segment for the current periods are not comparable to those in ~~the third quarter of 2003.~~prior periods.

We use a 52- to ~~53- week~~53-week fiscal year ending on the last Sunday in December. The quarters ended ~~March 30,~~September 28, 2003 and ~~March 31,~~September 29, 2002 each ~~consisted~~included 13 weeks. The nine months ended September 28, 2003 and September 29, 2002 each included 39 weeks.

In order to respond more quickly to changes in market trends and improve efficiencies in the production, marketing and product design of ~~13 weeks.~~our Flash memory products, we and Fujitsu formed FASL LLC effective June 30, 2003. As we have a 60% controlling equity interest in FASL LLC.

Both we and Fujitsu contributed our respective investments in the Manufacturing Joint Venture (formerly referred to as FASL). We also contributed Flash memory inventory, our manufacturing facility located in Austin, Texas (Fab 25), our Flash memory research and development facilities in Sunnyvale, California, and our Flash memory assembly and test operations in Thailand, Malaysia and China. In addition, Fujitsu contributed its Flash memory division, including related inventory, cash, and its Flash memory assembly and test operations in Malaysia.

As a result of the transaction, we began consolidating the results of FASL LLC’s operations on the first day of the quarter ended September 28, 2003. The results of operations for prior periods do not include the consolidation of FASL LLC’s operations. Accordingly, the results of operations during the third quarter of 2003 are not comparable to the results of operations in prior periods.

The following is a summary of our net sales by segment and category for the periods presented below:

	Quarters Ended						Nine Months Ended
(Millions)	September 28, 2003		June 29, 2003		September 29, 2002		September 28, 2003		September 29, 2002
Computation Products	$	503	$	406	$	264	$	1,379	$	1,334
Memory Products		424		211		188		853		524
All Other		27		28		56		82		152

	$	954	$	645	$	508	$	2,314	$	2,010

-23-

Net Sales Comparison of Quarters Ended September 28, 2003 and June 29, 2003

Net sales of $954 million for the third quarter of 2003 increased 48 percent compared to the net sales of $645 million for the second quarter of 2003.

Computation Products net sales of $503 million increased 24 percent in the third quarter of 2003 compared to the second quarter of 2003. The increase in net sales was due to growth in Europe and Asia. Microprocessor unit shipments and average selling prices increased by 8 percent and 14 percent during the quarter. In the fourth quarter of 2003, we expect microprocessor sales to increase due to normal seasonality and the availability of a richer mix of products.

Memory products net sales of $424 million increased 101 percent in the third quarter of 2003 compared to the second quarter of 2003. The increase in net sales was primarily attributable to the effect of consolidating the operating results of FASL LLC, which includes FASL LLC sales to Fujitsu, and increased demand for Flash memory products. Further quantification of the breakdown in the sales increase is not practical due to the reorganization of geographical sales territories between AMD and Fujitsu. In the fourth quarter of 2003, we expect our reported Flash memory device sales to increase primarily due to normal seasonality and increasing customer acceptance of MirrorBit^TM technology.

Net Sales Comparison of Quarters Ended ~~March 30,~~September 28, 2003 and ~~December~~September 29, 2002

Quarter Ended
(Millions)

March 30, 2003

December 29, 2002

March 31, 2002
Core Products segment:

PC Processors

$
468

$
420

$
684
Memory Products


218


217


160
Other IC Products


29


47


46





715


684


890
Foundry Services segment


—


2


12




$
715

$
686

$
902

Net sales of ~~$715~~$954 million for the ~~first~~third quarter of 2003 increased ~~four~~88 percent compared to net sales of ~~$686~~$508 million for the ~~fourth~~third quarter of 2002.

~~PC Processors~~Computation Products net sales of ~~$468~~$503 million increased 1191 percent in the ~~first~~third quarter of 2003 compared to the ~~fourth~~third quarter of 2002 due to a 55 percent increase in microprocessor unit shipments and a 21 percent increase in microprocessor average selling prices.

Memory products net sales of $424 million increased 125 percent in the third quarter of 2003 compared to the third quarter of 2002. The increase in net sales was primarily ~~due~~attributable to ~~an increase in unit sales~~the effect of ~~our AMD Athlon microprocessors as a result~~consolidating the operating results of record mobile processor shipments and our increased penetration into emerging markets, such as China, partially offset by a slight decline in average selling prices. In the second quarter of 2003, we expect PC processorsFASL LLC, which includes FASL LLC sales to ~~be flat to up, based on an improved product mix~~Fujitsu, and increased demand for Flash memory products. Further quantification of the ~~anticipated benefits of better-balanced PC supply chain inventory.~~

~~Memory products net sales of $218 million increased slightly~~breakdown in the ~~first quarter of 2003 compared to the fourth quarter of 2002. The~~sales increase ~~in net sales was due to an increase in unit~~

~~-19-~~

shipments as a result of continued penetration of the high-end, feature rich mobile phone market, partially offset by a decline in average selling prices. In the second quarter of 2003, we expect Flash memory devices sales to be higher than the first quarter of 2003.

~~Other IC products net sales of $29 million decreased 38 percent in the first quarter of 2003 compared to the fourth quarter of 2002 primarily due to a decline in net sales of embedded processors.~~

~~We received no Foundry Services segment service fees in the first quarter of 2003 compared to $2 million in the fourth quarter of 2002~~is not practical due to the ~~termination~~reorganization of ~~our foundry services arrangement with Legerity in the third quarter of 2002~~customers and ~~the expected termination of our foundry service arrangement with Vantis in the third quarter of 2003.~~geographical sales territories between AMD and Fujitsu.

Net Sales Comparison of ~~Quarters~~Nine Months Ended ~~March 30,~~September 28, 2003 and ~~March 31,~~September 29, 2002

Net sales of ~~$715~~$2,314 million for the first ~~quarter~~nine months of 2003 ~~decreased~~increased by 2115 percent compared to net sales of ~~$902~~$2,010 million for the first ~~quarter~~nine months of 2002.

~~PC Processors~~Computation Products net sales of ~~$468~~$1,379 million ~~decreased 32~~increased 3 percent in the first ~~quarter~~nine months of 2003 compared to the ~~same quarter~~first nine months of 2002 primarily due to ~~decreases~~an increase in ~~both~~microprocessor unit shipments ~~and~~of 13 percent, offset by a 9 percent decrease in microprocessor average selling ~~prices of our microprocessors.~~prices.

-24-

Memory products net sales of ~~$218~~$853 million increased ~~by 36~~63 percent in the first ~~quarter~~nine months of ~~2003 compared~~2003. The increase in net sales was primarily attributable to the ~~same quarter~~effect of ~~2002~~consolidating the operating results of FASL LLC, which includes FASL LLC sales to Fujitsu, and increased demand for Flash memory products. Further quantification of the breakdown in the sales increase is not practical due to ~~increases in both unit shipments~~the reorganization of geographical sales territories between AMD and ~~average selling prices.~~

Other IC products net sales of $29 million in the first quarter of 2003 decreased by 37 percent when compared to the same quarter of 2002 primarily due to decreased net sales from networking and embedded processors products.

~~We received no service fees from the Foundry Services segment in the first quarter of 2003 compared to $12 million in the first quarter of 2002.~~Fujitsu.

Comparison of Expenses, Gross Margin Percentage and Interest

The following is a summary of expenses, gross margin percentage and interest and other income, net for the periods presented below:

Quarter Ended

(Millions except for gross margin percentage)

March 30, 2003

December 29, 2002

March 31, 2002

Cost of sales

$
497


$
507


$
587

Gross margin percentage


31
%


26
%


35
%
Research and development

$
203


$
245


$
172

Marketing, general and administrative


138



194



157

Interest and other income, net


7



1



10

Interest expense


26



22



12

~~-20-~~

We operate in an industry characterized by intense competition, rapid product development cycles and high fixed costs due to capital-intensive manufacturing processes, particularly the costs to build and maintain state-of-the-art production facilities required for PC processors and memory devices. As a result, our gross margin percentage is significantly affected by new product production costs, product demand and our ability to sell PC processors and memory devices that we manufacture at sustainable average selling prices.

	Quarters Ended									Nine Months Ended
(Millions except for gross margin percentage)	September 28, 2003			June 29, 2003			September 29, 2002			September 28, 2003			September 29, 2002
Cost of sales	$	627		$	425		$	454		$	1,549		$	1,599
Gross margin percentage		34	%		34	%		11	%		33	%		20	%
Research and development	$	214		$	209		$	221		$	626		$	571
Marketing, general and administrative		151			135			159			425	��		476
Restructuring and other special charges, net		(8	)		—			—			(6	)		—
Interest and other income, net		0.5			5			13			12			31
Interest expense		27			26			21			79			49

The gross margin percentage of 3134 percent in the third quarter of 2003 remained flat from the second quarter of 2003 and increased from 11 percent in the third quarter of 2002. The gross margin percentage of 33 percent for the first ~~quarter~~nine months of 2003 increased from 2620 percent for the first nine months of 2002. Gross margins in the ~~fourth~~third quarter of 2003 remained flat from the second quarter of 2003 due to an 8 percent increase in microprocessor average selling prices, offset by the absence of an approximate $20 million benefit from the second quarter sale of microprocessor products that had previously been written off. In addition, we incurred a $16 million loss on the sale-leaseback of certain manufacturing equipment. The increase from the third quarter of 2002 ~~and decreased from 35 percent~~is a result of a 21% increase in the ~~first quarter~~average selling price of ~~2002. The increase in gross margin percentage in~~microprocessors, offset by a $16 million loss on the sale-leaseback of certain manufacturing equipment. Gross margins for the first ~~quarter~~nine months of 2003 ~~compared to~~increased from the ~~fourth quarter~~first nine months of 2002 ~~was~~due primarily ~~attributable~~ to ~~increased unit sales of PC processor products and Flash memory devices and~~ cost savings realized ~~pursuant~~from our 2002 Restructuring Plan and other cost reductions. Gross margin for the three and nine month periods ended September 28, 2003 was also impacted by an increase in unit shipments of Flash memory products of 192 percent and 64 percent. Further quantification of this effect is not practical due to the ~~2002 restructuring plan, partially offset by a decrease in average selling prices~~consolidation of ~~both Flash memory devices and PC processor products. The decrease in gross margin percentage~~FASL LLC’s operating results beginning in the ~~first~~third quarter of 2003 compared to the same quarter in 2002 was primarily due to a decline in average selling prices for PC processor products, partially offset by cost savings realized pursuant to our 2002 restructuring plan.2003.

Research and development expenses ~~of $203 million~~ in the first quarter of 2003 decreased 17 percent compared to the fourth quarter of 2002 and increased 18 percent compared to the first quarter of 2002. Research and development expenses in the fourth quarter of 2002 included a $42 million charge for amounts paid to a third party in exchange for product development services provided in connection with a discrete PC processor research and development project. Without the $42 million charge, our research and development expenses in the first quarter of 2003 were relatively flat compared to the ~~fourth~~second quarter of 2003 and to the third quarter of 2002. ~~The increase in research~~Research and development expenses inof $626 million for the first ~~quarter~~nine months of 2003 ~~compared to~~increased nine percent from the first ~~quarter~~nine months of

-25-

2002 ~~was primarily~~ due to the reallocation of manufacturing resources, previously included in ~~costs~~cost of goods sold, to increased research and development activities for ~~new~~our eighth-generation microprocessors.

We amortize the foreign capital grants, interest subsidies and research and development subsidies that we received from the State of Saxony for Fab 30 ~~quarterly.~~as they are earned. The amortization of these grants and subsidies ~~are~~is recognized as credits to research and development expenses and cost of sales. These credits totaled ~~$5.4~~$5.8 and ~~$10.9~~$12.4 million in the ~~first~~third quarter of 2003, ~~$2.9~~$4.7 and ~~$8.4~~$11.1 million in the ~~fourth~~second quarter of ~~2002~~2003 and ~~$4.7~~$9.5 and ~~$9.1~~$9.6 million in the ~~first~~third quarter of 2002. In the first nine months of 2003, these credits totaled $16 and $34.3 million. In the first nine months of 2002, these credits totaled $19.9 and $28.1 million.

Marketing, general and administrative expenses of ~~$138~~$151 million in the ~~first~~third quarter of 2003 ~~decreased 29~~increased 12 percent compared to the ~~fourth~~second quarter of ~~2002~~2003. The increase was due primarily ~~as a result of cost savings realized pursuant~~to incremental administrative expenses due to the ~~2002 restructuring plan and the discontinuation of certain marketing and promotional activities for the AMD Athlon microprocessor.~~FASL LLC transaction. Marketing, general and administrative expenses in the ~~first~~third quarter of 2003 decreased 125 percent compared to the third quarter of 2002, and decreased 11 percent in the first ~~quarter~~nine months of 2003 compared to the first nine months of 2002. The ~~decrease was~~decreases were primarily a result of cost savings realized ~~pursuant to~~as a result of the 2002 ~~restructuring plan.~~Restructuring Plan.

~~In the first quarter of 2003, interest~~Interest and other income, net, of $7approximately $0.5 million ~~increased $6 million compared to~~in the ~~fourth~~third quarter of ~~2002~~2003 decreased from $5 million in the second quarter of 2003, and decreased from $13 million in the third quarter of 2002. Interest and other income, net, of $12 million in the first nine months of 2003 decreased from $31 million in the first nine months of 2002. In each case, the decrease was primarily due to ~~certain~~lower short-term investment balances resulting in lower investment income and approximately $2.3 million in charges ~~that occurred~~ in ~~the fourth quarter of 2002, including a $3.7 million charge~~2003 for other than temporary declines in our equity ~~investments and a $1.5~~investments.

Interest expense of $27 million ~~one-time fee pursuant~~in the third quarter of 2003 was relatively flat compared to the ~~Dresden Loan Agreement~~

~~-21-~~

~~renegotiation.~~second quarter of 2003 and increased 27 percent compared to the third quarter of 2002 due primarily to the effect of the 4.50% Convertible Senior Notes due 2007 sold in November 2002 and the $110 million term loan drawn at the end of September 2002. Interest ~~and other income, net decreased 30~~expense of $79 million in the first nine months of 2003 increased 61 percent compared to the first ~~quarter~~nine months of 2002. The ~~decrease~~increase was ~~primarily~~ due ~~to lower cash and investment balances in the first quarter of 2003.~~

~~Interest expense of $26 million in the first quarter of 2003 increased 18 percent compared~~primarily to the ~~fourth quarter~~effect of 2002 primarily due to an entire quarter’s interest accruing on our $402.5 million of 4.50% convertible senior notes issued at the end of November 2002. Interest expense increased 117 percent compared to the first quarter of 2002 as neither the 4.50% notes ~~nor~~sold in November 2002 and the $110 million term loan ~~entered into~~drawn at the end of September ~~2002 were outstanding during the first quarter of~~ 2002. ~~Additionally,~~In addition, we capitalized interest of ~~$4.4~~$8.8 million in the first ~~quarter~~nine months of 2002 on continued expansion and facilitization of Fabs 25 and 30 compared to ~~$1.1~~$1.5 million in the first ~~quarter~~nine months of 2003.

In December 2002, we ~~finalized~~began implementing a restructuring plan (the 2002 Restructuring Plan) to further align our cost structure to industry conditions resulting from weak customer demand and industry-wide excess inventory. ~~The 2002 Plan will result in the reduction of approximately 2,000 positions or 15 percent of our employees, affecting all levels of our workforce in almost every organization.~~

As part of this plan, and as a result of our technology agreement with IBM to ~~development~~develop future generations of our logic process technology, we ~~are ramping down~~have ceased silicon processing associated with logic research and development in our Submicron Development Center (SDC) and ~~will eliminate~~have eliminated most of those related resources, including the sale or abandonment of certain equipment used in the SDC.

The 2002 Restructuring Plan ~~will also result~~has resulted in the consolidation of facilities, primarily at our Sunnyvale, California site and at sales offices worldwide. We have vacated, and are ~~vacating, and~~ attempting to

-26-

sublease, certain facilities currently occupied under long-term operating leases. We have also terminated the implementation of certain partially completed enterprise resource planning (ERP) software and other information technology implementation activities, resulting in the abandonment of certain software, hardware and capitalized development costs.

Pursuant to the 2002 Restructuring Plan, we recorded ~~in the fourth quarter of 2002~~ restructuring costs and other special charges of $330.6 million in the fourth quarter of 2002, consisting primarily of $68.8 million of anticipated severance and fringe benefit costs, an asset impairment charge of $32.5 million relating to a license ~~associated~~that has no future use because of its association with discontinued logic development activities, ~~that has no future use,~~ asset impairment charges of $30.6 million resulting from the abandonment of equipment previously used in logic process development and manufacturing activities, anticipated exit costs of $138.9 million primarily related to ~~vacate~~vacating and ~~consolidate~~consolidating our facilities and $55.5 million resulting from the abandonment of partially completed ERP software and other information technology implementation activities.

~~We began activities~~In the third quarter ended September 28, 2003, we revised our estimates of the number of positions to be eliminated pursuant to the 2002 Restructuring Plan ~~during~~from 2,000 to 1,800 in response to the ~~fourth quarter~~additional resources required due to the FASL LLC transaction. As a result, we reversed $8 million of the estimated severance and fringe benefit accrual due to the decision to reduce the number of positions to be eliminated by 200. Therefore, the 2002 Restructuring Plan will result in the reduction of approximately 1,800 positions or 14 percent of our employees, affecting all levels of our workforce in almost every organization. As of September 28, 2003, 1,512 employees had been terminated pursuant to the 2002 Restructuring Plan resulting in cumulative cash payments of $50 million in severance and employee benefit costs. We expect to substantially complete the activities associated with the 2002 Restructuring Plan by the end of ~~September~~December 2003. ~~As of March 30, 2003, 1,333 employees were terminated pursuant to the 2002 Plan resulting in cash payments of $32 million in severance and employee benefit costs.~~

During the first quarter of 2003, management approved the sale of additional equipment, primarily equipment used in the SDC, that has been identified as no longer useful in our operations. As a result,

~~-22-~~

we recorded approximately $11 million of asset impairment charges in the first quarter of 2003, including $3.3 million of charges for decommission costs necessary to complete the equipment’s sale.

The following table summarizes activities under the 2002 Restructuring Plan through ~~March 30,~~September 28, 2003:

(Thousands)	Severance and Employee Benefits			Asset Impairment			Exit and Equipment Decommission Costs			Other Restructuring Charges			Total			Severance and Employee Benefits			Asset impairment			Exit and Equipment Decommission Costs			Other Restructuring Charges			Total
2002 provision	$	68,770		$	118,590		$	138,900		$	4,315		$	330,575		$	68,770		$	118,590		$	138,900		$	4,315		$	330,575
Q4 2002 non-cash charges		—			(118,590	)		—			—			(118,590	)		—			(118,590	)		—			—			(118,590	)
Q4 2002 cash charges		(14,350	)		—			(795	)		—			(15,145	)		(14,350	)		—			(795	)		—			(15,145	)

Accruals at December 29, 2002		54,420			—			138,105			4,315			196,840			54,420			—			138,105			4,315			196,840
Q1 2003 provision		—			7,791			3,314			—			11,105			—			7,791			3,314			—			11,105
Q1 2003 non-cash charges		—			(7,791	)		—			—			(7,791	)		—			(7,791	)		—			—			(7,791	)
Q1 2003 cash charges		(17,820	)		—			(751	)		(4,223	)		(22,794	)		(17,820	)		—			(751	)		(4,223	)		(22,794	)

Accruals at March 30, 2003	$	36,600		$	—		$	140,668		$	92		$	177,360			36,600			—			140,668			92			177,360
Q2 2003 cash charges																	(14,922	)		—			(8,309	)		(77	)		(23,308	)

Accruals at June 29, 2003																	21,678			—			132,359			15			154,052
Q3 2003 non-cash adjustment																	(8,000	)		—			—			—			(8,000	)
Q3 2003 cash charges																	(2,568	)		—			(5,934	)		—			(8,502	)

Accruals at September 28, 2003																	11,110			—			126,425			15			137,550

-27-

As a result of the 2002 Restructuring Plan, we expect to realize ~~overall~~ cost reductions of approximately ~~$350~~$150 million in 2003. As of ~~March 30,~~September 28, 2003, the ~~action~~actions taken to date pursuant to the 2002 Restructuring Plan resulted in actual ~~savings~~expense reduction of approximately ~~$33~~$108 million. We have also implemented other cost reduction initiatives that are incremental to the specific expense reductions resulting from the 2002 Restructuring Plan.

In 2001, we announced a restructuring plan (the 2001 Restructuring Plan) due to the continued slowdown in the semiconductor industry and a resulting decline in revenues. We have substantially completed our execution of the 2001 Restructuring Plan, with the exception of ~~the~~ facilities and equipment decommission activities which are expected to be completed by the end of 2003. During the first quarter of 2003, we reduced the estimated accrual of the facility and equipment decommission costs by $7.4 million based on the most current information available. During the first quarter, we also realized a recovery of approximately $1.6 million from the sale of equipment impaired as a result of the 2001 Restructuring Plan, previously held-for-sale at amounts in excess of its initially estimated fair value. Both amounts were included in restructuring and other special charges (recoveries) net.

The following table summarizes activities under the 2001 Restructuring Plan during the first ~~quarter~~nine months ended ~~March 30,~~September 28, 2003:

(Thousands)

Severance and Employee Benefits

Facility and Equipment Impairment

Facilities and Equipment Decommission Costs

Other Facilities Exit Costs

Total

Accrual at December 29, 2002

$
—

$
—

$
15,055


$
646

$
15,701

Q1 2003 cash charges


—


—


(630
)


—


(630
)
Q1 2003 non cash adjustment


—


—


(7,400
)


—


(7,400
)





Accruals at March 30, 2003

$
—

$
—

$
7,025


$
646

$
7,671

~~-23-~~

(Thousands)	Facilities and Equipment Decommission Costs			Other Facilities Exit Costs		Total
Accrual at December 29, 2002	$	15,055		$	646	$	15,701
Q1 2003 cash charges		(630	)		—		(630	)
Q1 2003 non-cash adjustment		(7,400	)		—		(7,400	)

Accruals at March 30, 2003		7,025			646		7,671
Q2 2003 cash charges		(226	)		—		(226	)

Accruals at June 29, 2003		6,799			646		7,445
Q3 2003 cash charges		(596	)		—		(596	)

Accruals at September 28, 2003	$	6,203		$	646	$	6,849

As a result of the 2001 Restructuring Plan, we expected to realize ~~overall~~ cost reductions of $129 million on an annualized basis. The actions taken to date have resulted in actual savings of approximately $83 million in 2002, and additional savings of ~~$32~~approximately $96 million in the first ~~quarter~~nine months of 2003.

Income Taxes

We recorded anno income tax ~~provision of $3 million~~benefit against our pre-tax losses in the ~~first~~third quarter of 2003 and an income tax benefit of $4$73 million in the ~~first~~third quarter of 2002. The income tax provision ~~recorded in~~for the ~~first quarter of~~nine months ended September 28, 2003 was ~~primarily for~~$3 million, and reflects the netting of U.S. federal tax refunds and taxes due on income generated in certain ~~state~~states and foreign tax jurisdictions. No net tax benefit was recorded in the first ~~quarter~~nine months of 2003 on pre-tax losses due to ~~the incurrence of~~ continuing operating losses.

-28-

The effective tax ~~rate~~benefit rates for the quarter and nine months ended ~~March 31,~~September 29, 2002 ~~was 25~~were 22 percent ~~due to~~and 30 percent, respectively, reflecting a valuation allowance against certain deferred tax assets in the ~~benefits~~form of tax credit carryforwards where we believed it was more likely than not that the credits ~~and low-taxed foreign income.~~would not be utilized prior to their expiration.

Other Items

International sales as a percent of net sales were 7379 percent in the ~~first~~third quarter of 2003 compared to 7673 percent in the ~~fourth~~second quarter of ~~2002~~2003 and 6575 percent in the third quarter of 2002. International sales as a percent of net sales were 75 percent in the first ~~quarter~~nine months of 2003 and 69 percent in the first nine months of 2002. During the ~~first~~third quarter of 2003, ~~and 2002,~~ approximately ~~one~~21 percent of our net sales were denominated in currencies other than the U.S. ~~dollar.~~dollar, primarily the yen, as compared to one percent during the third quarter of 2002. This was due to the consolidation of FASL LLC. Our foreign exchange risk exposure resulting from these sales is partially mitigated as a result of our yen denominated die purchases. The impact on our operating results from changes in foreign currency rates individually and in the aggregate has not been material, principally as a result of our foreign currency hedging activities.

Comparison of Segment Income (Loss)

~~We operated in~~Prior to the third quarter of 2003, we had two reportable ~~segments:~~segments, the Core Products ~~segment, which reflects the aggregation~~and Foundry Services segments. Primarily as a result of the ~~PC processors, memory products~~formation of FASL LLC, we re-evaluated our reportable segments. We review and ~~Other IC products~~assess operating performance using segment revenues and operating income before interest, taxes and minority interest. These performance measures include the allocation of expenses to the operating segments and the Foundry Services segment. The Core Products segment includes PC processors, Flash memory devices, EPROMs, embedded processors, platform products, personal connectivity solutions products and networking products. The Foundry Services segment included fees for products sold to Legerity and Vantis. We terminated our foundry services arrangement with Legeritybased on management judgment.

Beginning in the third quarter of ~~2002~~2003, we changed our reportable segments to: the Computation Products segment, which includes x86 microprocessors for servers, workstations, desktop and ~~will terminate~~notebook PCs and chipset products, and the ~~foundry service arrangement with Vantis~~Memory Products segment, which includes the Flash memory products of AMD and FASL LLC. Microprocessor products include our AMD Opteron^TM, AMD Athlon^TM and AMD Duron^TM microprocessors. Memory products include Flash memory devices and Erasable Programmable Read-Only Memory, or EPROM devices. We believe that separate reporting of these operating segments, given our new focus on FASL LLC as a separate operating company and its separate market brand—Spansion, provides more useful information.

The All Other category comprises other small operating segments (Personal Connectivity Solutions Products, which includes lower power MIPS and x86 solutions, and Foundry Services, which included fees from our former voice communications and programmable logic products subsidiaries) that are neither individually nor in the ~~third quarter of 2003. For a comparison of segment net sales, refer~~aggregate material. This category also includes certain operating expenses and credits that are not allocated to the ~~previous discussions on net sales by product group.~~operating segments. Prior period segment information has been restated to conform to the current period presentation. However, as the results of operations for prior periods do not include the consolidation of FASL LLC’s operations, the restated information for the Memory Products segment for the current periods are not comparable to those in prior periods.

The following is a summary of operating loss by segment and category for the periods presented below:

	Quarter Ended									Quarters Ended									Nine Months Ended
(Millions)	March 30, 2003			December 29, 2002			March 31, 2002			September 28, 2003			June 29, 2003			September 29, 2002			September 28, 2003			September 29, 2002
Core Products	$	(125	)	$	(214	)	$	(13	)
Foundry Services		—			(4	)		(1	)
Computation Products										$	19		$	(52	)	$	(317	)	$	(86	)	$	(503	)
Memory Products											(49	)		(73	)		(14	)		(187	)		(101	)
All Other											—			2			6			(6	)		(31	)

Total segment operating income (loss)	$	(125	)	$	(218	)	$	(14	)	$	(30	)	$	(123	)	$	(325	)	$	(279	)	$	(635	)

~~Core Products’~~-29-

Computation Products operating ~~results~~income of $19 million for the ~~first~~third quarter of 2003 ~~increased by $92~~improved $71 million ~~in first~~from the second quarter of 2003 ~~compared to~~and $336 million from the ~~fourth~~third quarter of 2002. The ~~increase was primarily~~increases were due to anthe increase in ~~unit shipments~~revenue over the second quarter of 2003 and the third quarter of 2002. Computation Products operating loss of $86 million for the nine months ended September 28, 2003 improved $417 million from the nine months ended September 29, 2002. The improvement was due to cost reduction efforts, including cost savings realized pursuant to our ~~microprocessors and Flash memory devices, partially offset by a decline in~~2002 Restructuring Plan.

Memory products operating loss of $49 million for the ~~average selling prices for those products. Core Products’ operating results~~third quarter of 2003 decreased by ~~$112~~$24 million ~~compared~~from the second quarter of 2003, and increased by $35 million from the third quarter of 2002. Memory Products operating loss of $187 million for the nine months ended September 28, 2003 increased $86 million from the nine months ended September 29, 2002. Further quantification of the changes is not practical due to the ~~first quarter~~reorganization of ~~2002 primarily due to declines in both unit shipments~~geographical sales territories between AMD and ~~average selling prices of our microprocessors, partially offset by increase in both unit shipments and average selling prices of our Flash memory devices.~~Fujitsu.

~~-24-~~-30-

FINANCIAL CONDITION

Net cash used by operating activities was ~~$79~~$93 million in the first ~~quarter~~nine months of 2003, primarily as a result of our year-to-date net loss of ~~$146~~$318 million and other uses of cash in operating activities of approximately ~~$125~~$436 million due to net changes in operating assets and liabilities, ~~and $16~~offset by non-cash charges, including $708 million of depreciation and amortization, non-cash credits of $49 million from foreign grant and subsidy income, ~~offset by non-cash charges~~and $20 million of ~~$210 million from depreciation~~net loss on disposal of property, plant and ~~amortization.~~equipment. The net changes in operating assets and liabilities included a payment of $90 million for technology licenses, approximately $27 million refund of customer deposits under long-term purchase agreements, and approximately ~~$18~~$35 million of severance payment ~~for~~under the 2002 ~~restructuring plan.~~Restructuring Plan.

Net cash provided by operating activities was ~~$211~~$9 million in the first ~~quarter~~nine months of 2002 ~~primarily~~ as a result of non-cash charges, including ~~$174~~$556 million of depreciation and amortization, ~~$14~~$12 million of net loss on disposal of property, plant and equipment and other cash provided by operating activities of approximately ~~$54~~$144 million due to net changes in operating assets and liabilities, offset by our year-to-date net ~~loss~~losses of $9$448 million and non-cash credits of ~~$21~~$248 million from net changes in deferred income taxes and foreign grant and subsidy income.

Net cash provided by investing activities was ~~$60~~$291 million during the first ~~quarter~~nine months of 2003, primarily as a result of ~~$239~~$148 million as a result of the acquisition of a controlling interest in FASL LLC and $530 million net ~~proceeds~~cash inflow from purchases and sales of available-for-sale securities, offset by ~~$180~~$408 million used for the purchases of property, plant and equipment.

Net cash used by investing activities was $446 million in the first nine months of 2002, primarily due to $567 million used for the purchases of property, plant and equipment, ~~primarily for Fab 25 and Fab 30.~~

Net cash used by investing activities was $769 million during the first quarter of 2002 primarily due to $544 million of net cash outflows for purchases of available-for-sale securities, $199 million used for the purchases of property, plant, and equipment, primarily for Fab 30 and Asia manufacturing facilities, and $27$30 million, net of cash acquired, ~~paid~~ to ~~acquire~~purchase Alchemy ~~Semiconductor.~~Semiconductor, offset by $143 million of net cash inflow from purchases and sales of available-for-sale securities and $5 million of proceeds from the sale of property, plant and equipment.

Net cash provided by financing activities was ~~$10~~$366 million during the first ~~quarter~~nine months of 2003, primarily due to ~~$26~~$245 million received from equipment sale-leaseback transactions, $7 million in borrowings under our July 2003 Loan Agreement, $40 million cash note from Fujitsu as part of FASL LLC transaction, $142 million of capital investment grants ~~and subsidies~~ received from the German government as part of the Dresden ~~Loan Agreements, $7~~Fab 30 loan agreements, and $17 million inof proceeds primarily from ~~borrowing under our revolving line of credit, and $5 million in proceeds from the issuance~~sale of stock ~~in connection with stock option exercises and purchases~~ under our Employee Stock Purchase Plan, offset by ~~$29~~$85 million ofin payments on ~~our~~ debt and capital lease ~~obligations~~obligations.

Net cash provided by financing activities was ~~$436~~$529 million ~~during~~in the first ~~quarter~~nine months of 2002, primarily due to $486 million in proceeds, net of $14 million in debt issuance costs, from ~~the sale of~~issuing our ~~4.75%~~ convertible senior debentures, $8$108 million in proceeds from our September 2002 Loan Agreement (currently the July 2003 FASL Term Loan), net of $2 million in debt issuance costs, $120 million in borrowings under our July 1999 Loan Agreement (currently the July 2003 Loan Agreement), $13 million in proceeds from equipment lease financing, $24 million in proceeds from the issuance of stock in connection with stock option exercises and employee purchases under our Employee Stock Purchase Plan and $8$50 million of capital investment grants and interest subsidies ~~received~~ from the German government as part of the Dresden ~~Loan Agreements,~~Fab 30 loan agreements, offset by ~~a $50~~$281 million ~~payment~~in payments on ~~our revolving line of credit~~debt and ~~an $11 million payment to extinguish debt acquired in connection with the acquisition of Alchemy Semiconductor, Inc.~~capital lease obligations.

~~-25-~~-31-

Contractual Cash Obligations and Guarantees

The following tables summarize our principal contractual cash obligations and principal guarantees at ~~March 30,~~September 28, 2003, and are supplemented by the discussion following the tables.

Principal Contractual Cash Obligations at ~~March 30,~~September 28, 2003 were:

	Total			Payments Due By Period																		Payments Due By Period
(In Thousands)			2003			2004			2005			2006			2007			2008 and Beyond			Total			2003			2004			2005			2006			2007			2008 and beyond
Notes payable to banks	Total	$	7,350		$	7,350		$	—		$	—		$	—		$	—		$	—
Term Loan and Security Agreement dated as of September 27, 2002		103,125			20,625			27,500			27,500			27,500			—			—
4.75% Convertible Senior Debentures Due 2022		500,000			—			—			—			—			—			500,000		$	500,000		$	—		$	—		$	—		$	—		$	—		$	500,000
4.50% Convertible Senior Notes Due 2007		402,500			—			—			—			—			402,500			—			402,500			—			—			—			—			402,500			—
Dresden term loans		592,893			16,200			32,399			291,586			252,708			—			—			612,740			—			34,424			309,813			268,503			—			—
July 2003 FASL term loan																							89,375			16,875			27,500			27,500			17,500			—			—
Manufacturing Joint Venture loan																							160,923			—			42,913			42,913			42,913			32,184			—
Fujitsu cash note																							40,000			—			—			10,000			30,000			—			—
Capital lease obligations		39,573			13,412			16,893			5,970			3,298			—			—			276,038			19,616			91,970			85,600			74,526			4,326			—
Operating leases		451,350			42,596			49,005			43,693			38,440			38,430			239,186			475,259			18,258			69,764			58,728			47,429			39,733			241,347
Unconditional purchase commitments		147,073			37,325			49,670			49,648			2,726			2,568			5,136			127,988			13,033			52,030			52,022			3,176			2,591			5,136

Total contractual cash obligations	$	2,243,864		$	137,508		$	175,467		$	418,397		$	324,672		$	443,498		$	744,322		$	2,684,823		$	67,782		$	318,601		$	586,576		$	484,047		$	481,334		$	746,483

Principal Guarantees at ~~March 30,~~September 28, 2003 were:

(In Thousands)

Maximum Amounts Guaranteed

2003

2004

2005

2006

2007

2008 and Beyond
Dresden intercompany guarantee

$
296,446

$
—

$
—

$
—

$
296,446

$
—

$
—
BAC payment guarantee


26,999


26,999


—


—


—


—


—
AMTC payment guarantee


34,558


—


—


—


—


34,558


—
AMTC rental guarantee


129,715


—


—


—


—


—


129,715
FASL guarantee


209,000


—


—


—


—


—


209,000
Fujitsu guarantee


125,000


125,000


—


—


—


—


—







Total guarantee

$
821,718

$
151,999

$
—

$
—

$
296,446

$
34,558

$
338,715

~~Notes Payable to Banks~~Guarantees of indebtedness recorded on our consolidated balance sheets

~~We entered into a~~The following table summarizes the principal guarantees issued as of September 28, 2003 related to underlying liabilities that are already recorded on our consolidated balance sheets as of September 28, 2003:

			Amounts of guarantee expiration per period
(Thousands)	Amounts* Guaranteed		2003		2004		2005		2006		2007		2008 and Beyond
Dresden term loan guarantee	$	306,369	$	—	$	—	$	—	$	306,369	$	—	$	—
July 2003 FASL term loan guarantee		53,625		10,125		16,500		16,500		10,500		—		—
FASL capital lease guarantees		155,812		10,587		47,998		51,128		43,397		2,702		—
Manufacturing Joint Venture term loan guarantee		96,554		—		25,748		25,748		25,748		19,310		—

Total guarantees	$	612,360	$	20,712	$	90,246	$	93,376	$	386,014	$	22,012	$	0

*	Amounts guaranteed represent the principal amount of the underlying obligations and are exclusive of obligations for interest, fees and expenses.

-32-

Guarantees of indebtedness not recorded on our consolidated balance sheets

The following table summarizes the principal guarantees issued as of September 28, 2003 for which the related underlying liabilities are not recorded on our consolidated balance sheets as of September 28, 2003:

			Amounts of guarantee expiration per period
(Thousands)	Amounts Guaranteed*		2003		2004		2005		2006		2007		2008 and beyond
FASL LLC operating lease guarantees	$	29,386	$	7,647	$	21,739	$	—	$	—	$	—	$	—
BAC payment guarantee		28,686		—		—		—		—		—		28,686
AMTC payment guarantee		36,718		—		—		—		—		36,718		—
AMTC rental guarantee		130,036		—		—		—		—		—		130,036	**

Total	$	224,826	$	7,647	$	21,739	$	—	$	—	$	36,718	$	158,722

*	Amounts guaranteed represent the principal amount of the underlying obligations and are exclusive of obligations for interest, fees and expenses.

**	Amounts outstanding will diminish until the expiration of the guarantee.

July 2003 Loan Agreement

On July 7, 2003, we amended and restated our 1999 Loan and Security Agreement with a consortium of banks led by a domestic financial ~~institution~~institution. We further amended it on ~~July 13, 1999~~October 3, 2003 (the July ~~1999~~2003 Loan Agreement). The July ~~1999~~2003 Loan Agreement currently provides for a ~~four-year~~ secured revolving line of credit of up to ~~$200 million.~~$125 million that expires in July of 2007. We can borrow, subject to amounts that ~~may be~~were set aside by the lenders, up to 85 percent of our eligible accounts receivable from OEMs and 50 percent of our eligible accounts receivable from distributors. We ~~must~~have to comply with, ~~certain~~among other things, the following financial covenants if ~~the level of~~our net domestic cash (as defined in the July ~~1999~~2003 Loan Agreement) ~~we hold~~ declines below $125 million:

restrictions on our ability to ~~$200 million or~~pay cash dividends on its common stock;

maintain an adjusted tangible net worth (as defined in the ~~amount of borrowings under~~July 2003 Loan Agreement) as follows:

Measurement Date		Amount
September 30, 2003		$1.25 billion
December 31, 2003		$1.25 billion
Last day of each fiscal quarter in 2004		$1.425 billion
Last day of each fiscal quarter in 2005		$1.85 billion
Last day of each fiscal quarter thereafter		$2.0 billion

achieve EBITDA (earnings before interest, taxes, depreciation and amortization) according to the ~~Loan Agreement rises to 50 percent of available credit.~~ following schedule:

Period		Amount
Four fiscal quarters ending September 30, 2003		$150 million
Four fiscal quarters ending December 31, 2003		$400 million
Four fiscal quarters ending March 31, 2004		$550 million
Four fiscal quarters ending June 30, 2004		$750 million
Four fiscal quarters ending September 30, 2004		$850 million
Four fiscal quarters ending December 31, 2004		$950 million
Four fiscal quarters ending March 31, 2005 and on each fiscal quarter thereafter		$1,050 million

At ~~March 30,~~September 28, 2003, net domestic cash, as defined, totaled ~~$451 million. The July 1999 Loan Agreement restricts our ability to pay cash dividends on our common stock if the level of our net domestic cash declines below $200~~$429 million. Our obligations under the July ~~1999~~2003 Loan

~~-26-~~

Agreement are secured by ~~a pledge of~~ all of our accounts receivable, inventory, general intangibles (excluding intellectual property) and the related proceeds. ~~As of March 30, 2003, approximately $7.4 million was outstanding under the July 1999 Loan Agreement.~~

~~September 2002 Loan Agreement~~

~~On September 27, 2002, we entered into a term loan~~FASL LLC’s assets, accounts receivable, inventory and general intangibles are not pledged as security ~~agreement with a domestic financial institution (the September 2002 Loan Agreement). Under the agreement, we can arrange~~ for borrowings of up to $155 million to be secured by certain property, plant and equipment located at Fab 25. We borrowed $110 million in September of 2002 under this agreement. Amounts borrowed under the September 2002 Loan Agreement bear interest at a variable rate of LIBOR plus four percent, which was 5.4 percent at March 30, 2003. Repayment occurs in equal, consecutive, quarterly principal and interest installments ending in September 2006. As of March 30, 2003, $103 million was outstanding under the September 2002 Loan Agreement. We must also comply with additional financial covenants if our net domestic cash balance (as defined in the September 2002 Loan Agreement) drops below $300 million, including a restriction on our ability to pay cash dividends on our common stock. At any time that net domestic cash is less than $300 million, we must also maintain minimum levels of adjusted tangible net worth and EBITDA and a minimum fixed charge coverage ratio. We cannot assure you that we will be in compliance with these requirements if net domestic cash were to fall below $300 million. At March 30, 2003, net domestic cash, as defined, totaled $451 million.obligations.

4.75% Convertible Senior Debentures Due 2022

On January 29, 2002, we issued $500 million of our 4.75% Convertible Senior Debentures Due 2022 (the 4.75% Debentures) in a private offering pursuant to Rule 144A and Regulation S of the Securities Act.

The interest rate payable on the 4.75% Debentures will reset on each of August 1, 2008, August 1, 2011 and August 1, 2016 to a rate per annum equal to the interest rate payable 120 days prior to the reset dates on 5-year U.S. Treasury Notes, plus 43 basis points. The interest rate will not be less than 4.75 percent and will not exceed 6.75 percent. Holders have the right to require us to repurchase all or a portion of our 4.75% Debentures on February 1, 2009, February 1, 2012, and

-33-

February 1, 2017. The holders of the 4.75% Debentures will also have the ability to require us to repurchase the Debentures in the event that we undergo specified fundamental changes, including a change of control. In each such case, the redemption or repurchase price would be 100 percent of the principal amount of the 4.75% Debentures plus accrued and unpaid interest. The 4.75% Debentures are convertible by the holders into our common stock at a conversion price of $23.38 per share at any time. At this conversion price, each $1,000 principal amount of the 4.75% Debentures will be convertible into approximately 43 shares of our common stock. Issuance costs incurred in the amount of approximately $14 million are being amortized ratably, which approximates the interest method over the term of the 4.75% Debentures as interest expense.

Beginning on February 5, 2005, the 4.75% Debentures are redeemable by us for cash at specified prices expressed as a percentage of the outstanding principal amount plus accrued

~~-27-~~

and unpaid interest at our option, provided that we may not redeem the 4.75% Debentures prior to February 5, 2006 unless the last reported sale price of our common stock is at least 130 percent of the then effective conversion price for at least 20 trading days within a period of 30 consecutive trading days ending within five trading days of the date of the redemption notice.

The redemption prices are as follows for the specified periods:

Period	Price
Beginning on February 5, 2005 through February 4, 2006	102.375	%
Beginning on February 5, 2006 through February 4, 2007	101.583	%
Beginning on February 5, 2007 through February 4, 2008	100.792	%
Beginning on February 5, 2008	100.000	%

We may elect to purchase or otherwise retire our bonds with cash, stock or assets from time to time in open market or privately negotiated transactions, either directly or through intermediaries where we believe that market conditions are favorable to do so. Such purchases may have a material effect on our liquidity, financial condition and results of operations.

4.50% Convertible Senior Notes Due 2007

On November 25, 2002, we sold $402.5 million of 4.50% Convertible Senior Notes Due 2007 (the 4.50% Notes) in a registered offering. Interest on the 4.50% Notes is payable semiannually in arrears on June 1 and December 1 of each year, beginning June 1, 2003. Beginning on December 4, 2005, the 4.50% Notes are redeemable by us at our option for cash at specified prices expressed as a percentage of the outstanding principal amount plus accrued and unpaid interest provided that we may not redeem the 4.50% Notes unless the last reported sale price of our common stock is at least 150 percent of the then effective conversion price for at least 20 trading days within a period of thirty trading days, ending within 5 trading days of the date of the redemption notice.

The redemption prices are as follows for the specified periods:

Period	Price
Beginning on December 4, 2005 through November 30, 2006	101.8	%
Beginning on December 1, 2006 through November 30, 2007	100.9	%
On December 1, 2007	100.0	%

-34-

The 4.50% Notes are convertible at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date of December 1, 2007, unless previously redeemed or repurchased, into shares of common stock at a conversion price of $7.37 per share, subject to adjustment in certain circumstances. At this conversion price, each $1,000 principal amount of the 4.50% Notes will be convertible into approximately 135 shares of our common stock. Issuance costs incurred in the amount of approximately $12 million are being amortized ratably, which approximates the interest method, over the term of the 4.50% Notes as interest expense.

Holders have the right to require us to repurchase all or a portion of our 4.50% Notes in the event that we undergo specified fundamental changes, including a change of control. In each

~~-28-~~

such case, the redemption or repurchase price would be 100 percent of the principal amount of the 4.50% Notes plus accrued and unpaid interest.

Dresden Term Loans and Dresden Term Loan Guarantee

AMD Saxony, an indirect wholly owned German subsidiary of AMD, continues to facilitize Fab 30, which began production in the third quarter of 2000. AMD, the Federal Republic of Germany, the State of Saxony, and a consortium of banks are providing financing for the project.We currently estimate that the construction and facilitization costs of Fab 30 will be $2.7 billion when it is fully equipped by the end of 2005. As of ~~March 30,~~September 28, 2003, we had invested $2.2 billion in AMD Saxony.

In March 1997, AMD Saxony entered into a loan agreement and other related agreements (the Dresden Loan Agreements) with a consortium of banks led by Dresdner Bank AG in order to finance the project. ~~The Dresden Loan Agreements were amended in February 1998, June 1999, February 2001, June 2002 and December 2002.~~

Because most of the amounts under the Dresden Loan Agreements are denominated in deutsche marks (converted to euros), the dollar amounts set forth below are subject to change based on applicable conversion rates. We used the exchange rate that was permanently fixed on January 1, 1999, of 1.95583 deutsche marks to 1one euro for the conversion of deutsche marks to euros, and then used exchange rate of ~~0.93~~0.87 euro to 1one U.S. dollar as of ~~March 30,~~September 28, 2003, to translate the amounts denominated in deutsche marks into U.S. dollars.

The Dresden Loan Agreements, as amended, provide for the funding of the construction and facilitization of Fab 30. The funding consists of:

equity contributions, subordinated and revolving loans and loan guarantees from, and full cost reimbursement through, AMD;

loans from a consortium of banks; and

grants, subsidies and loan guarantees from the Federal Republic of Germany and the State of Saxony.

The Dresden Loan Agreements require that we partially fund Fab 30 project costs in the form of subordinated and revolving loans to, or equity investments in, AMD Saxony. In accordance with the terms of the Dresden Loan Agreements, as of ~~March 30,~~September 28, 2003, ~~we had provided $160~~the balances were $168 million of subordinated loans, ~~$294~~$66 million of revolving loans and $286 million of equity

-35-

investments in AMD ~~Saxony.~~Saxony, net of repayments. These amounts have been eliminated in our consolidated financial statements.

In addition to support from AMD, the consortium of banks referred to above made available up to ~~$828~~$880 million in loans to AMD Saxony to help fund Fab 30 project costs. The loans have been fully drawn and a portion has been repaid. AMD Saxony had ~~$593~~$613 million of such loans outstanding as of ~~March 30,~~September 28, 2003, which are included in our consolidated balance sheets.

Finally, pursuant to a Subsidy Agreement, as amended in August 2002, the Federal Republic of Germany and the State of Saxony are supporting the Fab 30 project, in accordance with the Dresden Loan Agreements, in the form of:

~~-29-~~

guarantees equal to 65 percent of AMD Saxony’s outstanding bank debt, or ~~$385~~$398 million;

capital investment grants and allowances totaling ~~$449~~$477 million; and

interest subsidies totaling ~~$166~~$176 million.

Of these amounts, AMD Saxony had received approximately ~~$309~~$412 million in capital investment grants and ~~allowance, $106~~allowances, $122 million in interest subsidies. In addition, AMD Saxony received advanced payments for interest subsidies amounting to ~~$43 million, of which approximately $11 million is restricted from our access for more than one year, and is therefore included in Other Assets. In addition to the above mentioned subsidies,~~$28 million. AMD Saxony also received ~~$31~~$44 million in research and development subsidies through ~~March 30,~~September 28, 2003. Amounts received under the Subsidy Agreement are recorded as a long-term liability on our financial statements and are being amortized to operations ratably over the contractual life of the Subsidy Agreement as a reduction to operating expenses through December of 2008. The historical rates were used to translate the amounts denominated in deutsche marks (converted to euros) into U.S. dollars.

The Subsidy Agreement, as amended, imposes conditions on AMD Saxony, including the requirement to attain a certain employee headcount by December 2003 and to maintain such headcount until December 2008. Noncompliance with the conditions of the grants, allowances and subsidies could result in the forfeiture of all or a portion of the future amounts to be received, as well as the repayment of all or a portion of amounts received to date. In December 2002, AMD Saxony reduced its anticipated December 2003 employment levels as a result of the 2002 Restructuring Plan (see Note 9 of the Condensed Consolidated Financial Statements). Consequently, the anticipated headcount is below the level required to be maintained by the Subsidy Agreement. Based on these revised headcount estimates, the maximum amount of capital investment grants and allowances available under the Subsidy Agreement would be reduced from ~~$449~~$477 million to ~~$393~~$418 million. We adjusted the quarterly amortization of these amounts accordingly. There have been no conditions of noncompliance through ~~March 30,~~September 28, 2003 that would result in forfeiture of any of the grants and allowances.

The Dresden Loan Agreements, as amended, also require that we:

fund shortfalls in government subsidies resulting from any default under the subsidy agreements caused by AMD Saxony or its affiliates; and

-36-

As AMD Saxony’s obligations under the Dresden Loan Agreements are included in our consolidated financial statements, no incremental liability is recorded under the Dresden guarantee.

~~-30-~~

AMD Saxony would be in default under the Dresden Loan ~~agreement~~Agreements if we, AMD Saxony, AMD Saxony Holding GmbH (AMD Holding), AMD Saxony Admin GmbH or AMD Saxony LLC ~~fail~~failed to comply with certain obligations thereunder or upon the occurrence of certain events, including:

~~material variances from the approved plan and specifications;~~

our failure to fund equity contributions or loans or otherwise comply with our obligations relating to the Dresden Loan Agreements;

the sale of shares in AMD Saxony, AMD Holding, AMD Saxony Admin GmbH or AMD Saxony LLC;

the failure to pay material obligations;

the occurrence of a material adverse change or filings or proceedings in bankruptcy or insolvency with respect to us, AMD Saxony, AMD Holding, AMD Saxony Admin GmbH or AMD Saxony LLC; ~~and~~

the occurrence of a default under the July ~~1999 Loan Agreement or the September 2002~~2003 Loan Agreement; and

AMD Saxony’s noncompliance with ~~specified~~certain financial ~~covenants.~~covenants, including a minimum tangible net worth covenant, a minimum interest cover ratio, an asset cover ratio and a minimum liquidity covenant.

Generally, any default with respect to borrowings made or guaranteed by AMD that results in recourse to us of more than $2.5 million, and that is not cured by us, would result in a cross-default under the Dresden Loan ~~Agreements, the July 1999 Loan Agreement and the September 2002 Loan Agreement.~~Agreements. As of ~~March 30,~~September 28, 2003, we were in compliance with all conditions of the Dresden Loan Agreements.

In the event we are unable to meet our obligations to AMD Saxony as required under the Dresden Loan Agreements, we will be in default under the Dresden Loan Agreements, ~~the July 1999 Loan Agreement and the September 2002 Loan Agreement,~~ which would permit acceleration of ~~certain~~ indebtedness ~~which could have a material adverse effect on us.~~of approximately $613 million. The occurrence of a default under ~~these agreements~~the Dresden Loan Agreements would likely result in a cross-default under the Indentures governing our 4.75% Debentures and 4.50% Notes. We cannot assure that we will be able to obtain the funds necessary to fulfill these obligations. Any such failure would have a material adverse effect on us.

Advanced Mask Technology Center Guarantee and BAC Guarantee

The Advanced Mask Technology Center GmbH & Co. KG (AMTC) and Maskhouse Building Administration GmbH & Co., KG (BAC) are joint ventures formed by us, Infineon Technologies AG and DuPont Photomasks, Inc. for the purpose of constructing and operating a new advanced photomask facility in Dresden, Germany. To finance the project, BAC entered into an $86 million bridge loan in June 2002, and BAC and AMTC entered into a $138 million revolving credit facility and an $86 million term loan in December 2002. In September 2003, the outstanding amounts under the bridge loan were repaid with proceeds from the term loan. Also in December 2002, in order to occupy the photomask facility, AMTC entered into a rental agreement with BAC. With regard to these commitments by BAC and AMTC, we guaranteed up to approximately $29 million plus interest and expenses under the term loan, up to approximately $37 million plus interest and expenses under the revolving loan, and up to approximately $16 million, initially, under the rental

-37-

agreement. The obligations under the rental agreement guarantee diminish over time through 2011 as the term loan is repaid. However, under certain circumstances of default by the other tenant of the photomask facility under its rental agreement with BAC and certain circumstances of default by more than one joint venture partner under its rental agreement guarantee obligations, the maximum potential amount of our obligations under the rental agreement guarantee is approximately $130 million. As of September 28, 2003, $12 million was drawn under the revolving credit facility, and $75 million was drawn under the term loan and are subject to the aforementioned guarantees.

We have not recorded any liability in our consolidated financial statements associated with the guarantees because they were issued prior to the effective date of FIN 45.

Capital Lease Obligations

As of ~~March 30,~~September 28, 2003, we had capital lease obligations of approximately ~~$40~~$276 million. Obligations under these lease agreements are collateralized by the assets leased and are payable through ~~2006.~~2007. Leased assets consist principally of machinery and equipment.

Operating Leases, Unconditional Purchase Commitments and Other Operating Commitments

We lease certain of our facilities, including our executive offices in Sunnyvale, California, under lease agreements that expire at various dates through 2018. We lease certain of our manufacturing and office equipment for terms ranging from one to five years. Total future lease obligations as of ~~March 30,~~September 28, 2003, were approximately ~~$451~~$475 million, of which ~~$137~~$130 million was recorded ~~in the fourth quarter of 2002~~ as a liability for certain facilities ~~that were included in~~pursuant to our 2002 ~~restructuring plan.~~Restructuring Plan.

~~-31-~~

We enter into purchase commitments for manufacturing supplies and services. Total purchase commitments as of ~~March 30,~~September 28, 2003, were approximately ~~$147~~$128 million for periods through 2009. $90 million of the amount relates to the remaining payments for a three-year service contract. As the services are being performed ratably over the life of the arrangement, we expense the payments as incurred. As a result, we do not carry any liabilities relating to this agreement. The remaining $38 million consists of miscellaneous purchase agreements for raw materials and office supplies.

FASL ~~Facilities~~LLC Debt and Guarantees

July 2003 FASL Term Loan

On July 11, 2003, we amended our September 2002 Loan Agreement and assigned it to FASL LLC. Under the Amended and Restated Term Loan Agreement (the July 2003 FASL Term Loan), amounts borrowed bear interest at a ~~joint venture formed by AMD~~variable rate of LIBOR plus four percent, which was 5.14% percent at September 28, 2003. Repayment occurs in equal, consecutive, quarterly principal and ~~Fujitsu Limited~~interest installments ending in 1993, operates advanced integrated circuit manufacturing facilities in Aizu-Wakamatsu, Japan, to produce Flash memory devices. FASL is continuing the facilitization of its second and third Flash memory device wafer fabrication facilities, FASL JV2 and FASL JV3. We expect FASL JV2 and JV3, including equipment, to cost approximately $1.8 billion when fully equipped.September 2006. As of ~~March 30,~~September 28, 2003, ~~approximately $1.6 billion~~$89 million was outstanding under the July 2003 FASL Term Loan, of ~~these costs had been funded~~which 60 percent is guaranteed by ~~cash generated primarily from FASL operations~~the Company and ~~borrowings~~40 percent is guaranteed by FASL. These costs are incurred in Japanese yen and are, therefore, subject to change due to foreign exchange rate fluctuations. On March 30, 2003, the exchange rate was 119.535 yen to one U.S. dollar. We used this rate to translate the amounts denominated in yen into U.S. dollars.Fujitsu.

~~A significant portion~~-38-

FASL LLC must also comply with additional financial covenants if its net domestic cash balance (as defined in the July 2003 FASL Term Loan) declines below $130 million through the first quarter of 2004, $120 million from the second quarter of 2004 and the end of 2005 and $100 million during 2006. At any time that net domestic cash falls below these thresholds, FASL ~~capital expenditures~~LLC must comply with, among other things, the following financial covenants:

maintain an adjusted tangible net worth (as defined in the July 2003 ~~will continue to be funded by cash generated from~~ FASL ~~operations. However,~~Term Loan) of not less than $850 million.

achieve EBITDA according to the ~~extent that additional funds are required for~~following schedule:

Period		Amount
Quarter ending September 2003		(40 million)
For the six months ending December 2003		$75 million
For the nine months ending March 2004		$170 million
For the four quarters ending June 2004		$285 million
For the four quarters ending September 2004		$475 million
For the four quarters ending December 2004		$550 million
For the four quarters ending in 2005		$640 million
For the four quarters ending 2006		$800 million

maintain a Fixed Charge Coverage Ratio (as defined in the ~~full facilitization of~~July 2003 FASL ~~JV2 and~~Term Loan) according to the following schedule:

Period		Ratio
Third Fiscal Quarter of 2003		-0.6 to 1.00
Fourth Fiscal Quarter of 2003		0.2 to 1.00
First Fiscal Quarter of 2004		0.25 to 1.00
Period ending June 2004		0.4 to 1.00
Period ending September 2004		0.8 to 1.00
Period ending December 2004		1.0 to 1.00
Full Fiscal Year 2005		1.0 to 1.00
Full Fiscal Year 2006		0.9 to 1.00

At September 28, 2003, FASL ~~JV3, we will be required to contribute~~LLC’s net domestic cash or guarantee third-party loans in proportion to our 49.992 percent interest in FASL, up to 25 billion yen ($209 million). As of March 30, 2003, we had $76 million in loan guarantees outstanding with respect to these third-party loans.totaled $202 million.

~~In 2000,~~ FASL ~~further expanded its production capacity through a foundry arrangement with Fujitsu Microelectronics, Inc. (FMI),~~Leases and Guarantees

On July 16, 2003, a wholly owned subsidiary of ~~Fujitsu Limited. In connection~~FASL LLC entered into a sale-leaseback transaction for certain equipment with ~~FMI equipping its wafer fabrication facility~~a third party financial institution in ~~Gresham, Oregon, (the Gresham Facility) to produce Flash memory devices~~the amount of 12 billion yen (approximately $100 million on July 16, 2003) in cash proceeds. Upon execution of the agreement, the equipment had a net book value of approximately $168 million. As the term on the leaseback is more than 75 percent of the remaining estimated economic lives of the equipment, we are accounting for ~~sale to FASL, we agreed to guarantee~~ the ~~repayment of up to $125 million of Fujitsu’s obligations~~transaction as a co-signer with FMI under its global multicurrency revolving credit facility (the Credit Facility) with a third-party bank (the Fujitsu Guarantee). On November 30, 2001, Fujitsu announced that it was closingcapital lease. We recognized an immediate loss of $16 million on the ~~Gresham Facility,~~transaction due to the ~~downturn~~fact that the fair market value of the ~~flash memory market. To date we have not received notice from Fujitsu that FMI has defaulted on any payments due under~~equipment was less than their net book value at the ~~Credit Facility.~~time of the transaction. We ~~continue to disagree with Fujitsu as~~also recorded approximately $52 million of deferred loss which will be amortized in proportion to the ~~amount, if any,~~leased assets over their average estimated remaining lives, which is approximately 3 years. We guaranteed 50 percent or up to approximately $50 million of ~~our~~the outstanding obligations, under the ~~Fujitsu Guarantee. While we continue to discuss~~lease arrangement. As of September 28, 2003, the outstanding lease obligation under this ~~matter with Fujitsu, we cannot predict the outcome of this matter. Accordingly, we have not recorded any liability in our consolidated financial statements associated with the Fujitsu Guarantee.~~

~~On March 31, 2003, AMD and Fujitsu Limited announced the execution of Memorandum of Understanding to establish a new Flash memory semiconductor joint venture company. The new company, to be called~~agreement was approximately $91 million. FASL LLC ~~would be 60 percent owned by AMD~~ and ~~40 percent owned by Fujitsu Limited and would integrate AMD and Fujitsu’s Flash memory assets and operations, including FASL. The new company is expected to begin operations in~~its subsidiaries also entered into other capital lease transactions during the third quarter of 2003, which resulted in additional capital lease obligations of $152 million as of September 28, 2003. ~~Because~~

We have guaranteed approximately $156 million of the total $276 million outstanding obligations under capital lease arrangements of FASL LLC as of September 28, 2003.

We also guaranteed certain operating leases entered into by FASL LLC and its subsidiaries totaling approximately $29 million as of September 28, 2003.

Fujitsu Cash Note

As a result of the FASL LLC transaction, Fujitsu also loaned to FASL LLC $40 million pursuant to a promissory note. The note has a term of three years, with four equal principal payments on September 30, 2005, December 31, 2005, March 31, 2006 and June 30, 2006.

Manufacturing Joint Venture Loan and Guarantee

As a result of the FASL LLC transaction agreements with Fujitsu, the Manufacturing Joint Venture’s third party loans were refinanced from the proceeds of a term loan in the aggregate principal amount of 18 billion yen (approximately $161 million on September 28, 2003) entered into between a wholly owned subsidiary of FASL LLC and a Japanese financial institution. Under the agreement, the amounts borrowed bear an interest rate of TIBOR plus a spread that is determined by Fujitsu’s current debt rating. The current interest rate is 1.06%. Repayment occurs in equal, consecutive, quarterly principal installments ending in June 2007. Fujitsu has guaranteed 100 percent of the amounts outstanding under this facility. We have agreed to pay Fujitsu 60 percent of any amount paid by Fujitsu under its guarantee of this loan.

In addition, during the four-year period commencing on June 30, 2003, we ~~will hold majority~~are obligated to provide FASL LLC with additional funding to finance operations shortfall. Generally, FASL LLC is first

-39-

required to seek any required financing from external sources. However, if such third party financing is not available, we must provide funding to FASL LLC equal to our pro-rata ownership interest in FASL LLC, ~~and will control its operations, we expect to consolidate the operations and financial position of FASL LLC in our consolidated financial statements upon commencement of operations of FASL LLC.~~which is currently 60 percent.

~~-32-~~

~~The completion and any benefits of this proposed transaction are subject to, among other things, the following risks:~~

~~the Memorandum of Understanding is non-binding and is subject to the execution of definitive agreements and regulatory approvals, which may not be able to be reached or obtained;~~

the possibility that the new company will not be successful because of problems integrating the operations and employees of the two companies or achieving the efficiencies and other advantages intended by the transaction; and

~~the possibility that global business and economic conditions will worsen, resulting in lower than currently expected demand for Flash memory products.~~

~~We cannot assure you that we will be able to successfully implement this proposed transaction or that we will be able to achieve and sustain any benefit from its creation.~~

~~Advanced Mask Technology Center Guarantee and BAC Guarantee~~

The Advanced Mask Technology Center GmbH & Co. KG (AMTC) and Maskhouse Building Administration GmbH &Co., KG (BAC) are joint ventures formed by us, Infineon Technologies AG and DuPont Photomasks, Inc. for the purpose of constructing and operating a new advanced photomask facility in Dresden, Germany. In June 2002, BAC entered into an $81 million bridge loan (Bridge Loan) with a consortium of banks led by Dresdner Bank for the purpose of constructing the facility. We guaranteed the payment obligations of BAC under the Bridge Loan, in an amount not to exceed $27 million plus interest and expenses. In December 2002, BAC and AMTC executed a facility agreement, consisting of a $130 million revolving credit facility (Revolving Loan) and an $81 million term loan facility (Term Loan), with a consortium of banks led by Dresdner Bank. The Term Loan will supercede and replace the Bridge Loan. We guaranteed the payment obligations of AMTC, in an amount not to exceed $35 million plus interest and expenses, under the Revolving Loan. In addition, we guaranteed the payment obligations of BAC, in an amount not to exceed $27 million plus interest and expenses, under the Term Loan.

In December 2002, AMTC and BAC entered into a rental agreement with respect to the photomask facility. We guaranteed approximately 23 percent of the payment obligations of AMTC under the rental agreement, which we believe will be equal to approximately $17 million, initially, and will diminish over time through 2011 as the Term Loan is repaid. Our rental guarantee will replace our guarantee of the Term Loan. In addition, in the event the other tenant of the photomask facility defaults under its rental agreement, and AMTC assumes the defaulting tenant’s lease and related lease obligations, we would be required to guarantee 23 percent of these additional rental payment obligations. Further, in the event one of the three joint venture partners is unable to meet its guarantee obligations with respect to AMTC’s additional rental payment obligations, the remaining joint venture partners agreed to assume, on a pro rata basis, the defaulting partner’s guarantee obligations with respect to AMTC’s additional rental payment only. Assuming the other tenant of the

~~-33-~~

photomask facility defaults under the rental agreement and AMTC exercises its option to assume the defaulting tenant’s obligations under its rental agreement, and assuming a default under the rental guarantee by both Infineon and DuPont, the maximum potential amount of our guarantee obligations for these rental payments would be approximately $130 million.

~~As of March 30, 2003, no amounts were drawn under the Revolving Loan or the Term Loan, and we have not recorded any liability in our consolidated financial statements associated with the guarantees.~~

Other Financing Activities

We ~~plan~~expect capital expenditures for 2003 to ~~make~~be approximately $600 million. The capital ~~investments~~expenditures for the first six months of ~~approximately $650 million during~~ 2003 ~~including amounts related to~~did not include expenditures made by the ~~continued facilitization of Fab 30 and Fab 25, although the consummation of the proposed joint venture with Fujitsu could result in an increase in this amount.~~Manufacturing Joint Venture. We believe that cash flows from operations and current cash balances, together with available external financing and the extension of existing facilities, will be sufficient to fund operations and capital investments ~~for at least~~in the ~~next twelve months.~~short- and long-term. Should additional funding be required such as to meet the payment obligation of our long term debts when due, we may need to raise the required funds through borrowings or public or private sales of debt or equity securities. Such funding may be obtained through bank borrowings or from additional securities which may be issued from time to time under an effective registration statement; through the issuance of securities in a transaction exempt from registration under the Securities Act of 1933; or a combination of one or more of the foregoing. We believe, that in the event of such requirements, we will be able to access the capital markets on terms and in amounts adequate to meet our objectives. However, given the possibility of changes in market conditions or other occurrences, there can be no certainty that such funding will be available in quantities or on terms favorable to us.

Supplementary Stock-Based Incentive Compensation Disclosures

Section I. Option Program Description

Our stock option programs are intended to attract, retain and motivate highly qualified employees. We have several stock option plans under which key employees have been granted incentive (ISOs) and nonqualified (NSOs) stock options to purchase our common stock. Generally, options vest and become exercisable over four years from the date of grant and expire five to ten years after the date of grant. ISOs granted under the plans have exercise prices of not less than 100 percent of the fair market value of the common stock on the date of grant. Exercise prices of NSOs range from $0.01 to the fair market value of the common stock on the date of grant.

Section II. General Option Information

The following is a summary of stock option activity for the ~~quarter~~nine months ended September 28, 2003 and year ended ~~March 30, 2003 and~~ December 29, ~~2002, respectively:~~2002:

	Quarter Ended March 30, 2003				Year Ended December 29, 2002				Nine Months Ended September 28, 2003				Year Ended December 29, 2002
	Number of Shares		Weighted-Average Exercise Price		Number of Shares		Weighted-Average Exercise Price		Number of Shares		Weighted-Average Exercise Price		Number of Shares		Weighted-Average Exercise Price
Options:
Outstanding at beginning of period	60,408,754		$	18.58	52,944,339		$	20.44	60,408,754		$	18.58	52,944,339		$	20.44
Granted	151,300			3.18	11,828,688			5.62	4,253,320			7.67	11,828,688			5.62
Canceled	(1,449,742	)		19.80	(3,413,705	)		20.34	(22,122,447	)		27.75	(3,413,705	)		20.34
Exercised	(82,050	)		2.45	(950,568	)		6.23	(629,311	)		6.12	(950,568	)		6.23

Outstanding at end of period	59,028,262		$	18.54	60,408,754		$	18.58	41,910,316		$	12.82	60,408,754		$	18.58

Exercisable at end of period	35,736,445		$	19.85	33,806,970		$	19.55	28,388,967		$	13.60	33,806,970		$	19.55
Available for grant at beginning of period	13,018,643				21,145,854				13,018,643				21,145,854
Available for grant at end of period	14,274,130				13,018,643				30,434,693				13,018,643

~~-34-~~

-40-

In-the-money and out-of-the-money stock option information as of ~~March 30,~~September 28, 2003, was as follows:

Exercisable

Unexercisable

Total

Shares

Weighted Average Exercise Price

Shares

Weighted Average Exercise Price

Shares

Weighted Average Exercise Price
In-the-Money

1,675,373

$
5.73

4,033,586

N/A
⁽³⁾

5,708,959


$
5.64
Out-of-the-Money⁽¹⁾

34,061,072

$
20.58

19,258,231

N/A
⁽³⁾

53,319,303


$
19.99




Total Options Outstanding

35,736,445

23,291,817

59,028,262
⁽²⁾

As of September 28, 2003 (Shares in thousands)	Exercisable			Unexercisable			Total
As of September 28, 2003 (Shares in thousands)	Shares	Weighted Average Exercise Price		Shares	Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
In-the-Money	16,890,031	$	8.15	7,849,871	N/A	⁽³⁾	24,739,902		$	7.89
Out-of-the-Money⁽¹⁾	11,498,936	$	21.61	5,671,478	N/A	⁽³⁾	17,170,414		$	19.93

Total Options Outstanding	28,388,967			13,521,349			41,910,316	⁽²⁾

⁽¹⁾

Out-of-the-money stock options have an exercise price equal to or above ~~$6.22,~~$10.87, the market value of AMD’s common stock, on the last trading day of the ~~first~~third quarter of 2003, ~~March 28,~~September 26, 2003.

⁽²⁾

Includes ~~617,576~~422,603 shares granted from treasury stock as non-plan grants.

⁽³⁾

Weighted average exercise price information for unexercisable options is not available.

Section III. Distribution and Dilutive Effect of Options

Options granted to employees, including officers, and non-employee directors were as follows:

2003 YTD

2002

2001

Net grants⁽¹⁾ during the period as % of outstanding shares⁽²⁾

0.00
%

2.44
%

3.71
%
Grants to listed officers⁽³⁾ during the period as % of total options granted

0.00
%

14.33
%

7.88
%
Grants to listed officers⁽³⁾ during the period as % of outstanding shares

0.00
%

0.49
%

0.33
%
Cumulative options held by listed officers⁽³⁾ as % of total options outstanding

18.34
%

17.93
%

16.51
%

	2003 YTD		2002		2001
Net grants⁽¹⁾ during the period as % of outstanding shares⁽²⁾	(5.14	%)	2.44	%	3.71	%
Grants to listed officers⁽³⁾ during the period as % of total options granted	10.63	%	14.33	%	7.88	%
Grants to listed officers⁽³⁾ during the period as % of outstanding shares	0.13	%	0.49	%	0.33	%
Cumulative options held by listed officers⁽³⁾ as % of total options outstanding	26.87	%	17.93	%	16.51	%

⁽¹⁾

Options grants are net of options canceled.

⁽²⁾

Outstanding shares as of ~~March 30,~~September 28, 2003, December 29, 2002 and December 30, 2001.

⁽³⁾

The “listed officers” are those listed in our proxy statement filed with our notice of annual meeting dated March 8, 2002 and March 25, 2003.

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Section IV. Executive Options

Options granted to listed officers for the nine months ended September 28, 2003 were as follows:

Name⁽¹⁾	2003 Option Grants						Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation for Option Term
	Number of Securities Underlying Options Per Grant	Percent of Total Options Granted to Employees as of September 28, 2003		Exercise Price Per Share		Expiration Date
	Number of Securities Underlying Options Per Grant			Exercise Price Per Share		Expiration Date	0%		5%		10%
W. J. Sanders III	—	—			—	—		—		—		—
Hector de J. Ruiz	125,000	2.98	%	$	7.36	5/1/2013	$	—	$	578,583	$	1,466,243
	125,000	2.98	%	$	7.16	8/1/2013	$	—	$	562,861	$	1,426,399
Robert R. Herb	19,791	0.47	%	$	7.36	5/1/2013	$	—	$	91,606	$	232,147
	19,791	0.47	%	$	7.16	8/1/2013	$	—	$	89,117	$	225,839
Robert J. Rivet	31,250	0.75	%	$	7.36	5/1/2013	$	—	$	144,646	$	366,561
	31,250	0.75	%	$	7.16	8/1/2013	$	—	$	140,715	$	356,600
William T. Siegle	18,750	0.45	%	$	7.36	5/1/2013	$	—	$	86,787	$	219,936
	18,750	0.45	%	$	7.16	8/1/2013	$	—	$	84,429	$	213,960
Thomas M. McCoy	31,250	0.75	%	$	7.36	5/1/2013	$	—	$	144,646	$	366,561
	31,250	0.75	%	$	7.16	8/1/2013	$	—	$	140,715	$	356,600

⁽¹⁾	The “listed officers” are those listed in our proxy statement filed with out notice of annual meeting dated March 25, 2003.

Option exercises during 2003 and option values for listed officers⁽¹⁾ for the ~~three~~nine months ended ~~March 30,~~September 28, 2003 were as follows:

~~-35-~~

Name	Shares Acquired on Exercise	Value Realized ⁽²⁾			Number of Securities Underlying Unexercised Options at 9/28/03		Values of Unexercised In-the Money Options at 9/28/03
Name	Shares Acquired on Exercise	Value Realized ⁽²⁾			Exercisable	Unexercisable	Exercisable		Unexercisable
W. J. Sanders III	—	$	—	��	3,550,000	250,000	$	7,678,000	$	—
Hector de J. Ruiz	—	$	—		1,600,000	2,350,000	$	—	$	1,066,250
Robert R. Herb	—	$	—		962,509	327,075	$	984,108	$	474,083
Robert J. Rivet	10,000	$	71,500.00		377,780	284,720	$	186,964	$	470,661
William T. Siegle	9,000	$	64,260.00		532,666	110,834	$	526,348	$	420,095
Thomas M. McCoy	—	$	—		647,360	270,140	$	368,176	$	465,886

Number
of Shares
Acquired on Exercise

Value
Realized⁽²⁾

Number of Securities
Underlying Unexercised
Options at 3/30/03

Value of Unexercised
In-The-Money
Options at 3/30/03⁽²⁾
Name

(Exercisable)

(Unexercisable)

(Exercisable)

(Unexercisable)
W. J. Sanders III

0

    $
0.00

3,550,000

250,000

$
0.00

$
0.00
Hector de J. Ruiz

0

    $
0.00

1,600,000

2,100,000

$
0.00

$
0.00
Robert R. Herb

0

    $
0.00

630,560

619,442

$
0.56

$
30,000
Robert J. Rivet

0

    $
0.00

313,892

296,108

$
0.00

$
77,100
William T. Siegle

3,000

    $
18,060

428,499

183,501

$
0.00

$
141,660
Thomas M. McCoy

0

    $
0.00

568,384

286,616

$
0.00

$
15,000

⁽¹⁾

The “listed officers” are those listed in our proxy statement filed with our notice of annual meeting dated March 25, 2003.

⁽²⁾

Value for these purposes is based solely on the difference between market value of underlying shares on the applicable date (i.e., date of exercise or ~~end of period)~~fiscal year-end) and ~~the~~ exercise price of options.

Section V. Equity Compensation Plan Information

The number of shares issuable upon exercise of outstanding options granted to employees and non-employee directors, as well as the number of shares remaining available for future issuance, under our equity compensation plans as of ~~March 30,~~September 28, 2003, ~~were~~are summarized in the following table:

Quarter Ended March 30, 2003
Plan category

Number of Securities to be Issued Upon Exercise of Outstanding Options

Weighted-Average Exercise Price of Outstanding Options

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)

(a)

(b)

(c)
Equity compensation plans approved by shareholders

33,807,443

$21.26

7,693,127
Equity compensation plans not approved by shareholders

25,220,819⁽¹⁾

$13.78

6,581,003⁽²⁾


TOTAL

59,028,262

14,274,130

	Nine Months Ended September 28, 2003
Plan category	Number of Securities to be Issued Upon Exercise of Outstanding Options		Weighted-Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)
	(a)		(b)		(c)
Equity compensation plans approved by shareholders	23,383,135		$	14.96	17,629,863
Equity compensation plans not approved by shareholders	18,527,181	⁽¹⁾	$	10.11	12,804,830	⁽²⁾

TOTAL	41,910,316				30,434,693

⁽¹⁾

Includes ~~617,576~~422,603 shares granted from treasury stock as non-plan grants.

⁽²⁾

Of these shares, approximately 1,677,767 shares can be issued as restricted stock under the 1998 Stock Incentive Plan.

~~-36-~~-42-

On June 27, 2003, we filed a Tender Offer Statement with the SEC and made an offer, which was approved by our stockholders to exchange certain stock options to purchase shares of our common stock, outstanding under eligible option plans and held by eligible employees, for replacement options to be granted no sooner than six months and one day from the cancellation of the surrendered options. The offer to exchange expired on July 25, 2003. Options to purchase approximately 19 million shares of our common stock were tendered for exchange and cancelled on July 28, 2003. Subject to the terms of the offer to exchange, we will grant replacement options to purchase approximately 13.4 million shares of its common stock at fair market value on the date of grant on or after January 29, 2004, in exchange for the options cancelled. We do not expect to record compensation expense as a result of the exchange.

Recently Issued Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board issued Interpretation ~~No.46,~~No. 46, “Consolidation of Variable Interest Entities” (FIN 46). Variable interest entities often are created for a single specified purpose, for example, to facilitate securitization, leasing, hedging, research and development, or other transactions or arrangements. ~~Formerly “Consolidation of Certain Special Purpose Entities” in its draft form, this~~This interpretation of Accounting Research Bulletin ~~No.51,~~No. 51, “Consolidated Financial Statements,” defines what these variable interest entities are and provides guidelines on identifying them and assessing an enterprise’s interests in a variable interest entity to decide whether to consolidate that entity. Generally, FIN 46 applies to variable interest entities created after January 31, 2003 and to variable interest entities in which an enterprise obtains an interest after that date. For existing variable interest entities in which an enterprise holds a variable interest that it acquired before February 1, 2003, the ~~provision~~provisions of this interpretation will apply no later than the beginning of the first interim or annual reporting period beginning after June 15, 2003. ~~Currently, we do not have any variable interest entities and we do not expect the~~The adoption of FIN 46 ~~will~~did not have a material impact on our results of operations or financial condition.

-43-

after June 15, 2003. The adoption of SFAS 150 did not have a material impact on our results of operations or financial condition.

Risk Factors

We must achieve market acceptance for our AMD Opteron and AMD Athlon 64 microprocessors, or we will be materially adversely affected. We introduced our AMD Opteron processors in April 2003 and we introduced our AMD Athlon 64 processors in September 2003. These processors are designed to provide high performance for both 32-bit and 64-bit applications in servers and workstations and in desktop and mobile PCs. The success of these processors is subject to risks and uncertainties including market acceptance of our new 64-bit technology and our ability to produce them in a timely manner on new process technologies, including silicon-on-insulator technology, in the volume and with the performance and feature set required by customers; their market acceptance; the availability, performance and feature set of motherboards and chipsets designed for our eighth-generation processors; and the support of the operating system and application program providers for our 64-bit instruction set.

We cannot be certain that our substantial investments in research and development of process technologies will lead to improvements in technology and equipment used to fabricate our products or that we will have sufficient resources to invest in the level of research and development that is required to remain competitive. We make substantial investments in research and development of process technologies in an effort to improve the technologies and equipment used to fabricate our products. For example, the successful development and implementation of silicon-on-insulator technology is critical to our AMD Opteron and AMD Athlon 64 microprocessors. In addition, we have an agreement with a partner to develop future generations of logic process technology. However, we cannot be certain that we will be able to develop or obtain or successfully implement leading-edge process technologies needed to fabricate future generations of our products profitably. Further, we cannot assure you that we will have sufficient resources to maintain the level of investment in research and development that is required for us to remain competitive or that our partnerships will be successful.

We have experienced substantial ~~declines~~fluctuations in revenues ~~and increases in operating losses,~~since 2001, and we may experience ~~additional~~ declines in revenues and increases in operating losses in the future. Our historical financial results have been, and our future financial results are anticipated to be, subject to substantial fluctuations. Our total revenues for 2002 were $2,697 million compared to $3,892 million for 2001. This decline was due primarily to reduced demand for our products resulting from the ~~current~~ economic slowdown and our decision primarily in the third and fourth quarters of 2002 to limit shipments and to accept receipt of product returns from certain customers, each as part of our efforts to reduce excess PC processor inventory in the overall supply chain. We incurred a net loss of $318 million for the nine months ended September 28, 2003, and $1.3 billion for 2002 compared to a net loss of $61 million for 2001. Reduced end user demand, underutilization of our manufacturing capacity and other factors could adversely affect our business in the ~~near term~~future and we may experience ~~additional~~ declines in revenue and operating losses. We cannot assure you that we will be able to return to profitability or that, if we do, we will be able to sustain it.

The semiconductor industry is highly cyclical and ~~is currently experiencing~~has been in a severe downturn that is adversely ~~affecting,~~affected, and may continue to adversely affect, our business. The highly cyclical semiconductor industry has experienced significant downturns, often in connection with maturing product cycles, manufacturing overcapacity and declines in general economic conditions. The most recent downturn, which began in the fourth quarter of 2000, ~~and continues today, has been~~was severe and prolonged, and future downturns may also be severe and prolonged. Our financial performance has been negatively affected by these downturns, including the incurrence of substantial losses during the ~~current~~most recent downturn, as a result of:

the cyclical nature of the supply/demand imbalances in the semiconductor industry;

~~-37-~~

a decline in demand for ~~end user~~end-user products that incorporate our semiconductors;

excess inventory levels in the channels of distribution, including our customers;

excess production capacity; and

accelerated declines in average selling prices.

If ~~current~~ conditions do not significantly improve in the near term, or if these conditions in the semiconductor industry occur in the future, as they likely will to a lesser or greater degree, our business will ~~continue to~~ be adversely affected.

Fluctuations in the personal computer market may continue to materially adversely affect us. Our business is, and particularly our PC processor product lines are, tied to the personal computer industry. Industry-wide fluctuations in the PC marketplace ~~including the current industry downturn that commenced in 2001 and continued through 2002,~~ have materially adversely affected us in the past and may materially adversely affect us in the future. ~~If we continue to experience a sustained reduction in~~Depending on the growth rate of PCs sold, sales of our microprocessors may not grow and may even decrease.

-44-

In addition, current trends of consolidation within the personal computer industry, as recently evidenced by the Hewlett-Packard/Compaq merger, as well as potential market share increases by customers who exclusively purchase microprocessors from Intel Corporation, such as Dell, ~~Computer Corporation,~~Inc., could further materially adversely affect us.

We plan for significant capital expenditures in 2003 and beyond and if we cannot generate the capital required for these capital expenditures and other ongoing operating expenses through operating cash flow and external financing activities, we may be materially adversely affected. We plan to continue to make significant capital expenditures to support our microprocessor and Flash memory products both in the near and long term, including approximately ~~$650~~$192 million during ~~2003, although~~ the ~~consummation~~remainder of ~~the proposed joint venture with Fujitsu could result in an increase in this amount.~~2003. The capital expenditures projected for 2003 include those relating to the continued facilitization of Fab 30 and ~~Fab 25.~~those relating to FASL LLC. These capital expenditures, together with ongoing operating expenses, ~~will~~may be a substantial drain on our cash flow and ~~will~~may also decrease our cash balances. The timing and amount of our capital requirements cannot be precisely determined at this time and will depend on a number of factors, including demand for products, product mix, changes in semiconductor industry conditions and competitive factors. We regularly assess markets for external financing opportunities, including debt and equity. Additional debt or equity financing may not be available when needed or, if available, may not be available on satisfactory terms. ~~In addition, our July 1999 Loan Agreement is scheduled to expire in July 2003.~~ Our inability to obtain needed debt and/or equity financing would have a material adverse effect on us.

In March 1997, AMD Saxony entered into the Dresden Loan Agreements and other related agreements. These agreements require that we partially fund Fab 30 project costs in the form of subordinated and revolving loans to, or equity investments in, AMD Saxony. We currently estimate that the maximum construction and facilitization costs to us of Fab 30 will be $2.7 billion when fully equipped by the end of 2005. We had invested $2.2 billion as of ~~March 30,~~

~~-38-~~

September 28, 2003. If we are unable to meet our obligations to AMD Saxony as required under these agreements, we will be in default under the Dresden Loan Agreements, which would permit acceleration of ~~$593~~$613 million of indebtedness, as well as ~~acceleration by~~a cross-default ofunder the indentures governing our ~~obligations under our other borrowing arrangements.~~4.75% Debentures and 4.50% Notes.

~~Our~~FASL LLC, our majority owned joint venture ~~with Fujitsu Limited, FASL,~~subsidiary, continues to facilitize its manufacturing facilities in Aizu-Wakamatsu, Japan, known as FASL JV2 and FASL ~~JV3.~~JV3 and in Austin, Texas, known as Fab 25. We expect ~~FASL JV2 and FASL JV3, including equipment, to cost approximately $1.8 billion when fully equipped. As of March 30, 2003, approximately $1.6 billion of this cost had been funded. To~~that the ~~extent that additional funds are required for the full~~maximum facilitization costs of FASL JV2 and FASL JV3, weto FASL LLC, will be $1.8 billion when fully equipped, a decrease from $2.2 billion as a result of cost cutting measures. As of September 28, 2003, approximately $1.7 billion has been funded.

In addition, during the four-year period commencing on June 30, 2003, we are obligated to provide FASL LLC with additional funding to finance operational cash flow needs. Generally, FASL LLC is first required to ~~contribute cash or guarantee third-party loans in proportion~~seek any required financing from external sources. However, if such third party financing is not available, we must provide funding to FASL LLC equal to our ~~49.992 percent~~pro-rata ownership interest in ~~FASL.~~FASL LLC, which is currently 60 percent.

We have a substantial amount of debt and debt service obligations, and may incur additional debt, that could adversely affect our financial position. We have a substantial amount of debt and we may incur additional debt in the future. At ~~March 30,~~September 28, 2003, our total debt was ~~$1.9~~$2.1 billion and stockholders’ equity was ~~$2.4~~$2.3 billion. In addition, at September 28, 2003, we had up to ~~$200~~ $125

-45-

million of availability under our July ~~1999~~2003 Loan Agreement (subject to our borrowing base). We had also guaranteed approximately ~~$697~~$225 million of debt, and we are currently in disagreement as to the amount we owe, if any, under our additional guarantee to repay up to $125 million to Fujitsu in connection with a closed wafer fabrication facility in Gresham, Oregon. Except for our $296 million Dresden intercompany guarantee, none of these guaranteed amounts arewhich is not reflected as debt on our balance sheet.

Our high degree of leverage may:

limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general corporate purposes;

require a substantial portion of our cash flow from operations to make debt service payments;

limit our flexibility to plan for, or react to, changes in our business and industry;

place us at a competitive disadvantage compared to our less leveraged competitors; and

increase our vulnerability to the impact of adverse economic and industry ~~conditions and, to the extent of our outstanding debt under our September 2002 Loan Agreement, the impact of increases in interest rate.~~conditions.

Our ability to make payments on and to refinance our debt or our guarantees of other parties’ debts will depend on our financial and operating performance, which may fluctuate significantly from quarter to quarter and is subject to prevailing economic conditions and to financial, business and other factors beyond our control.

We cannot assure you that we will continue to generate sufficient cash flow or that we will be able to borrow funds under our credit facilities in amounts sufficient to enable us to service our debt, or meet our working capital and capital expenditure ~~requirements or that we will be able~~

~~-39-~~

~~to extend the July 1999 Loan Agreement.~~requirements. If we are not able to generate sufficient cash flow from operations or to borrow sufficient funds to service our debt, due to borrowing base restrictions or otherwise, we may be required to sell assets or equity, reduce capital expenditures, refinance all or a portion of our existing debt or obtain additional financing. We cannot assure you that we will be able to refinance our debt, sell assets or equity, or borrow more funds on terms acceptable to us, if at all.

~~Intense competition~~If we are not successful in integrating the operations of our new majority owned subsidiary, FASL LLC, we could be materially adversely affected. Effective June 30, 2003, we and Fujitsu Limited executed several agreements which resulted in the ~~integrated circuit industry may materially adversely affect us. The integrated circuit industry is intensely competitive. Products compete on performance, quality, reliability, price, adherence to industry standards, software~~integration of our and ~~hardware compatibility, marketing~~Fujitsu’s Flash memory operations in the third quarter. We contributed our Flash memory group, our Fab 25 in Austin, Texas, our Submicron Development Center in Sunnyvale, California, and ~~distribution capability, brand recognition~~our assembly and ~~availability. After~~test operations in Thailand, Malaysia and China. Fujitsu contributed its Flash memory business division and its Flash memory assembly and test operations in Malaysia. We, together with Fujitsu, contributed our Manufacturing Joint Venture, which became a ~~product is introduced, costs and average selling prices normally decrease over time as production efficiency improves, competitors enter the market and successive generations~~wholly owned subsidiary of products are developed and introduced for sale. Failure to reduce our costs on existing products or to develop and introduce, on a cost-effective and timely basis, new products or enhanced versions of existing products with higher margins, would have a material adverse effect on us.FASL LLC.

Any benefits of this proposed transaction are subject to, among other things, the following risks:

the possibility that FASL LLC will not be successful because of problems integrating the operations and employees of the two companies or achieving the efficiencies and other advantages intended by the transaction; and

the possibility that global business and economic conditions will worsen, resulting in lower than currently expected demand for Flash memory products.

We cannot assure you that we will be able to successfully integrate these operations or that we will be able to achieve and sustain any benefit from FASL LLC’s creation.

-46-

Intel Corporation’s dominance of the PC processor market may limit our ability to compete effectively in that market. Intel has dominated the market for microprocessors used in PCs for many years. As a result, Intel has been able to control x86 microprocessor and PC system standards and dictate the type of products the market requires of Intel’s competitors. In addition, the financial strength of Intel allows it to market its product aggressively, to target our customers and our channel partners with special incentives and to discipline customers who do business with us. These aggressive activities can result in lower unit sales and average selling prices for us and adversely affect our margins and profitability. Intel also exerts substantial influence over PC manufacturers and their channels of distribution through the “Intel Inside” brand program and other marketing programs. As long as Intel remains in this dominant position, we may be materially adversely affected by its:

pricing and allocation strategies and actions;

product mix and introduction schedules;

product bundling, marketing and merchandising strategies;

control over industry standards, PC manufacturers and other PC industry participants, including motherboard, chipset and basic input/output system (BIOS) suppliers; and

user brand loyalty.

We expect Intel to maintain its dominant position in the marketplace as well as to continue to invest heavily in research and development, new manufacturing facilities and other technology companies. Intel has substantially greater financial resources than we do and accordingly expends substantially greater amounts on research and development than we do.

In marketing our microprocessors to OEMs and dealers, we depend on third-party companies other than Intel for the design and manufacture of core-logic chipsets, graphics chips, motherboards, BIOS software and other components. In recent years, many of these third-party

~~-40-~~

designers and manufacturers have lost significant market share to Intel or exited the business. In addition, these companies produce chipsets, motherboards, BIOS software and other components to support each new generation of Intel’s microprocessors, and Intel has significant leverage over their business opportunities.

Our microprocessors are not designed to function with motherboards and chipsets designed to work with Intel microprocessors. Our ability to compete with Intel in the market for AMD Opteron^TM and AMD Athlon 64 microprocessors will depend on our ability to ensure that PC platforms are designed to support our microprocessors. A failure of the designers and producers of motherboards, chipsets and other system components to support our microprocessor offerings would have a material adverse effect on us.

If we are unable to develop, produce and successfully market higher-performing microprocessor products, we may be materially adversely affected. The microprocessor market is characterized by short product life cycles and migration to ever-higher performance microprocessors. To compete successfully, we must transition to new process technologies at a fast pace and offer higher-performance microprocessors in significantly greater volumes. If we fail to achieve yield and

-47-

volume goals or to offer higher-performance microprocessors in significant volume on a timely basis and at competitive prices, we could be materially adversely affected.

To be successful, we must increase sales of our x86 microprocessor products to existing customers and develop new customers in both consumer and commercial markets, particularly the latter. Our production and sales plans for microprocessors are subject to other risks and uncertainties, including:

our ability to ~~continue offering new higher performance microprocessors competitive with Intel’s product offerings;~~

~~our ability to~~ introduce and create successful marketing positions for the ~~upcoming~~ AMD Opteron and ~~the upcoming~~ AMD Athlon 64 microprocessors, which rely in part on market acceptance and demand for our 64-bit ~~microprocessors based on x86 technology.~~technology (AMD 64 technology);

our ability to maintain ~~and improve~~ the ~~successful~~ marketing position of the AMD Athlon XP ~~microprocessor,~~microprocessor;

our ability to successfully market the AMD Athlon XP, AMD Opteron and AMD Athlon 64 processors, which ~~relies~~rely in part on market acceptance of a metric based on overall processor performance versus processor clock speed (measured in megahertz frequency);

our ability to fund the acquisition of 300 mm wafer fabrication capacity and develop associated process technologies that will be required for long-term competitiveness, and our ability to penetrate the enterprise market with Tier One OEM customers in order to have the volume of demand necessary to utilize the capacity of a 300 mm wafer fab;

the pace at which we expect to be able to convert production in Fab 30 to 90 nanometer process;

our ability to maintain adequate selling prices of microprocessors despite increasingly aggressive Intel pricing strategies, marketing programs, new product introductions and product bundlings of microprocessors, motherboards and chipsets;

our ability, on a timely basis, to produce microprocessors in the volume and with the performance and feature set required by customers;

~~the pace at which we expect to be able to convert production in Fab 30 to 90 nanometer copper interconnect process;~~

~~-41-~~

~~our ability to fund the acquisition of 300 mm wafer fabrication capacity that will be required for long-term competitiveness;~~

our ability to attract and retain engineering and design talent;

our ability to expand system design capabilities; and

the availability and acceptance of motherboards and chipsets designed for our microprocessors.

Our ability to increase microprocessor product revenues and benefit fully from the substantial investments we have made and continue to make related to microprocessors depends on the continuing success of our AMD Athlon XP microprocessors and the success of future generations of microprocessors, most immediately the AMD Opteron processor, and ~~later this year~~ the AMD Athlon 64 processor. If we fail to achieve continued and expanded market acceptance of our microprocessors, we may be materially adversely affected.

~~We must introduce in a timely manner, and achieve market acceptance for, our AMD Opteron and AMD Athlon 64 microprocessors, or we will be materially adversely affected.~~ We introduced our AMD Opteron processors in April 2003 and we plan to introduce our AMD Athlon 64 processors in September 2003. These processors are designed to provide high performance for both 32-bit and 64-bit applications in servers and workstations and in desktop and mobile PCs. The success of these processors is subject to risks and uncertainties including our ability to produce them in a timely manner on new process technologies, including silicon-on-insulator technology, in the volume and with the performance and feature set required by customers; their market acceptance; the availability, performance and feature set of motherboards and chipsets designed for our eighth-generation processors; and the support of the operating system and application program providers for our 64-bit instruction set.-48-

If we were to lose Microsoft Corporation’s support for our products, our ability to market our processors would be materially adversely affected. Our ability to innovate beyond the x86 instruction set controlled by Intel depends on support from Microsoft in its operating systems. If Microsoft does not continue to provide support in its operating systems for our x86 instruction sets, including our 64-bit technology introduced with our AMD Opteron and ~~upcoming~~ AMD Athlon 64 processors, independent software providers may forego designing their software applications to take advantage of our innovations. If we fail to retain the support ~~and certification~~ of Microsoft, our ability to market our processors could be materially adversely affected.

The completion and impact of our restructuring program and cost reductions could adversely affect us. ~~On November 7, 2002, we announced that we were formulating~~We formulated the 2002 Restructuring Plan to address the continuing industry-wide weakness in the semiconductor industry by adjusting our cost structure to industry conditions. Pursuant to the 2002 Restructuring Plan, we ~~intend~~plan to reduce our fixed costs as a percentage of total costs over time from approximately 80 percent to approximately 70 percent. We ~~also expect to reduce~~have reduced our expenses in the third quarter of 2003 by approximately ~~$100~~$38 million ~~per quarter by~~compared to the ~~second~~fourth quarter of ~~2003.~~2002. As a result of the 2002 Restructuring Plan, we expect total expenses in 2003 to be reduced by approximately ~~$350~~$150 million ~~based on current product demand forecasts.~~compared to 2002. We cannot, however, be sure that the goals of the 2002

~~-42-~~

Restructuring Plan will be realized. If we do not execute the 2002 Restructuring Plan well, the ultimate effects of it could prove to be adverse.

~~Weak market demand for our Flash memory products, the~~The loss of a significant customer for our Spansion Flash memory products in the high-end mobile telephone market, or a lack of market acceptance of ~~our~~ MirrorBit^™ technology may have a material adverse effect on us. ~~The demand for Flash memory devices has been weak due to the sustained downturn in the communications and networking equipment industries and excess inventories held by our customers.~~ Since the third quarter of ~~last year,~~2002, our Flash memory product sales ~~grew~~growth was almost entirely based on strength in the high-end mobile phone market. ~~Our~~To date, our sales in that market ~~are~~have been concentrated in a few customers. In addition, we expect competition in the market for Flash memory devices to continue to increase as competing manufacturers introduce new products and industry-wide production capacity increases. We may be unable to maintain or increase our market share in Flash memory devices as the market develops and ~~Intel and~~ other competitors introduce new competing products. A decline in unit sales of our Flash memory devices, lower average selling prices, or a loss of a significant customer in the high-end mobile phone market, would have a material adverse effect on us.

In July 2002, we commenced production shipments of ~~our~~the first product with MirrorBit technology. ~~Our~~ MirrorBit technology is a new memory cell architecture that enables Flash memory products to hold twice as much data as standard ~~Flash~~flash memory devices. A lack of customer or market acceptance or

-49-

any substantial difficulty in transitioning ~~our~~ Flash memory products to any future process technology could reduce ~~our~~FASL LLC’s ability to be competitive in the market and could have a material adverse effect on us.

~~We rely on our joint venture with Fujitsu, FASL, and if that joint venture is terminated or amended significantly, we could be materially adversely affected.~~ We continue to rely on our joint venture with Fujitsu, FASL, to manufacture our Flash memory devices. In addition, beginning in 2002, Fab 25 began operating as a foundry to FASL and as of the end of 2002, Fab 25 was devoted entirely to Flash memory device production for FASL.

On March 31, 2003, we and Fujitsu Limited announced the execution of a Memorandum of Understanding to establish a new Flash memory semiconductor joint venture company to be called FASL LLC, which would be based on the integration of our and Fujitsu’s Flash memory businesses. We expect to contribute our Flash memory group, our Fab 25 in Austin, Texas, our Submicron Development Center in Sunnyvale, California, and our assembly and test operations in Thailand, Malaysia and China. We expect Fujitsu to contribute its Flash memory business division and its Fujitsu Microelectronics (Malaysia) final assembly and test operations. We and Fujitsu would contribute our existing manufacturing joint venture, FASL, which would become a wholly owned subsidiary of FASL LLC.

~~The completion and any benefits of this proposed transaction are subject to, among other things, the following risks:~~

~~the Memorandum of Understanding is non-binding and is subject to the execution of definitive agreements and regulatory approvals, which may not be able to be reached or obtained;~~

~~-43-~~

~~the possibility that global business and economic conditions will worsen, resulting in lower than currently expected demand for Flash memory products.~~

~~We cannot assure you that we will be able to successfully implement this proposed transaction or that we will be able to achieve and sustain any benefit from its creation.~~

~~Our~~Spansion memory products are based on the NOR architecture and a significant market shift to the NAND architecture could materially adversely affect us. ~~Our~~Spansion memory products are based on the Boolean logic-based NOR (Not Or) architecture, ~~and any~~which is typically used for code execution. Any significant shift in the marketplace to products based on ~~the~~ NAND (Not And) architecture, which typically offers greater storage capacity, or other architectures will reduce the total market available to us and therefore reduce our market share, which could have a materially adverse affect on us.

Worldwide economic and political conditions may affect demand for our products and slow payment by our customers. The economic slowdown in the United States and worldwide, exacerbated by the occurrence and threat of terrorist attacks and consequences of sustained military action in the Middle East, ~~has~~ adversely affected demand for our ~~microprocessors, Flash memory devices and other integrated circuits.~~products. A ~~continued~~ decline of the worldwide semiconductor market or a significant decline in economic conditions in any significant geographic area would likely decrease the overall demand for our products, which could have a material adverse effect on us. If the economic slowdown ~~continues or worsens~~returns as a result of terrorist activities, military action or otherwise, it could adversely impact our customers’ ability to pay us in a timely manner.

Manufacturing capacity utilization rates may adversely affect us.At times we underutilize our manufacturing facilities as a result of reduced demand for certain of our products. We are substantially increasing our and FASL LLC’s manufacturing capacity by making significant capital investments in Fab 30, Fab 25, FASL JV2, FASL JV3 and ~~our~~the test and assembly facility in Suzhou, China. If the increase in demand for our products is not consistent with our expectations, we may underutilize our manufacturing facilities, and we could be materially adversely affected. This has in the past had, and in the future may have, a material adverse effect on our earnings and cash flow.

There may also be situations in which our manufacturing facilities are inadequate to meet the demand for certain of our products. Our inability to obtain sufficient manufacturing capacity to meet demand, either in our own facilities or through foundry or similar arrangements with others, could have a material adverse effect on us.

Further, during periods when we are implementing new process technologies, our or FASL LLC’s manufacturing facilities may not be fully productive. A substantial delay in the technology transitions in Fab 30 to smaller ~~than 130 nanometer~~ process technologies employing silicon-on-insulator technology could have a material adverse effect on us.

~~-44-~~

At this time, the most significant risk is ~~underutilization of our~~ manufacturing ~~capacity.~~capacity constraint.

Unless we maintain manufacturing efficiency, our future profitability could be materially adversely affected. Manufacturing semiconductor components involves highly complex processes that require advanced equipment. We and our competitors continuously modify these processes in an effort to improve yields and product performance. Impurities or other difficulties in the manufacturing process can lower yields. Our manufacturing efficiency will be an important factor in our future profitability, and we cannot be sure that we will be able to maintain our manufacturing efficiency or increase manufacturing efficiency to the same extent as our competitors.

From time to time, we have experienced difficulty in beginning production at new facilities, transferring production to other facilities, and in effecting transitions to new manufacturing processes that have caused us to suffer delays in product deliveries or reduced yields. -50-

We cannot be sure that we will not experience manufacturing problems in achieving acceptable yields or product delivery delays in the future as a result of, among other things, capacity constraints, construction delays, ~~transferring production to other facilities,~~ upgrading or expanding existing facilities or changing our process technologies, which could result in a loss of future revenues. Our results of operations could also be adversely affected by the increase in fixed costs and operating expenses related to increases in production capacity if revenues do not increase proportionately.

~~We cannot be certain that our substantial investments in research~~External factors, such as the SARS virus and ~~development~~potential terrorist attacks and other acts of ~~process technologies will lead to improvements in technology~~violence or war, may materially adversely affect us. Earlier this year the severe acute respiratory syndrome (SARS) virus had an adverse effect upon the Asian economies and ~~equipment used to fabricate~~affected demand for our products in Asia. A new outbreak of the virus could have a similar impact on demand for our products in Asia. In addition, if there were to be a case of SARS discovered in any of our operations in Asia, the measures to prevent the spread of the virus could disrupt our operations at that location. There have been no cases of SARS affecting our operations to date.

Terrorist attacks may negatively affect our operations directly or indirectly and such attacks or related armed conflicts may directly impact our physical facilities or those of our suppliers or customers. Furthermore, these attacks may make travel and the transportation of our products more difficult and more expensive and ultimately affect our sales.

Also as a result of terrorism, the United States may be involved in armed conflicts that ~~we will~~could have ~~sufficient resources~~a further impact on our sales, our supply chain, and our ability to ~~invest in the level of research and development that is required to remain competitive.~~ We make substantial investments in research and development of process technologies in an effort to improve the technologies and equipment used to fabricate our products. For example, the successful development and implementation of silicon-on-insulator technology is criticaldeliver products to our ~~AMD Opteron~~customers. Political and ~~AMD Athlon 64 microprocessors. In addition,~~economic instability in some regions of the world may also result and could negatively impact our business. The consequences of armed conflicts are unpredictable, and we ~~have an agreement with IBM to develop future generations of logic process technology. However, we cannot be certain that we will~~may not be able to ~~develop~~foresee events that could have an adverse effect on our business or ~~obtain~~your investment.

More generally, any of these events could cause consumer confidence and spending to decrease or ~~successfully implement leading-edge process technologies needed~~result in increased volatility to ~~fabricate~~the United States economy and worldwide financial markets. They also could result in or exacerbate economic recession in the United States or abroad. Any of these occurrences could have a significant impact on our operating results and financial condition, and also may result in the volatility of the market price for our securities and on the future prices of our securities.

Intense competition in the integrated circuit industry may materially adversely affect us. The integrated circuit industry is intensely competitive. Products compete on performance, quality, reliability, price, adherence to industry standards, software and hardware compatibility, marketing and distribution capability, brand recognition and availability. After a product is introduced, costs and average selling prices normally decrease over time as production efficiency improves, competitors enter the market and successive generations of products are developed and introduced for sale. Failure to reduce our costs on existing products ~~profitably. Further, we cannot assure you that we will~~or to develop and introduce, on a cost-effective and timely basis, new products or enhanced versions of existing products with higher margins, would have ~~sufficient resources to maintain the level of investment in research and development that is required for us to remain competitive.~~a material adverse effect on us.

If our microprocessors are not compatible with some or all industry-standard software and hardware, we could be materially adversely affected. Our microprocessors may not be fully compatible with some or all industry-standard software and hardware. Further, we may be unsuccessful in correcting any such compatibility problems in a timely manner. If our customers are unable to achieve compatibility with software or hardware after our products are shipped in volume, we could be materially adversely affected. In addition, the mere announcement of an incompatibility problem relating to our products could have a material adverse effect on us.

Our debt instruments impose restrictions on us that may adversely affect our ability to operate our business. Our July ~~1999~~2003 Loan Agreement, ~~and our September 2002 Loan Agreement contain~~as amended, contains restrictive covenants and also ~~require~~requires us to maintain specified financial ratios and

~~-45-~~

satisfy other financial condition tests when our net domestic cash is below specified amounts, and the Dresden Loan Agreements ~~imposes~~impose restrictive covenants on AMD Saxony, including a prohibition on its ability to pay dividends. The July 2003 FASL Term Loan contains restrictive covenants, including a prohibition on its ability to pay dividends and also requires FASL LLC to maintain specified financial ratios and satisfy other financial condition tests when its net domestic cash is below specified amounts.

Our ability to satisfy the covenants, financial ratios and tests of our debt instruments and FASL LLC’s ability to satisfy the covenants, financial ratios and tests of the July 2003 FASL Term Loan can be affected by events beyond our or FASL LLC’s control. We cannot assure you that we or

-51-

FASL LLC will meet those requirements. A breach of any of these covenants, financial ratios or tests could result in a default under our July ~~1999~~2003 Loan Agreement, ~~our September 2002~~the July 2003 FASL Term Loan ~~Agreement~~ and/or the Dresden Loan Agreements. ~~The~~In addition, these agreements contain cross-default provisions whereby a default under one agreement would likely result in cross-default under agreements covering other borrowings. For example, the occurrence of ~~an event of~~a default under ~~any of these agreements~~the July 2003 FASL Term Loan would cause a cross-default under the July 2003 Loan Agreement and a default under the July 2003 Loan Agreement or under the indentures governing our 4.75% Debentures and our 4.50% Notes would ~~likely result in~~cause a cross-default under the ~~agreements covering the other borrowings and~~Dresden Loan Agreements. The occurrence of a default under any of these borrowing arrangements would permit the applicable lenders or ~~noteholders~~note holders to declare all amounts outstanding under those borrowing arrangements to be immediately due and payable and would permit the lenders to terminate all commitments to extend further credit. If we or FASL LLC were unable to repay those amounts, the lenders under the July ~~1999~~2003 Loan Agreement, the ~~September 2002~~July 2003 FASL Term Loan Agreement and the Dresden Loan Agreements could proceed against the collateral granted to them to secure that indebtedness. We have ~~pledged~~granted a security interest in substantially all of our ~~personal property, including~~ inventory and accounts receivable ~~as security~~ under our July ~~1999~~2003 Loan Agreement, ~~and~~FASL LLC has granted a security interest in certain property, plant and equipment as security under ~~our September 2002~~the July 2003 FASL Term Loan Agreement, and AMD Saxony has pledged substantially all of its property as security under the Dresden Loan Agreements. If the lenders under any of the credit facilities or the ~~noteholders~~note holders or the trustee under the indentures governing our 4.75% Debentures and our 4.50% Notes accelerate the repayment of borrowings, we cannot assure you that we will have sufficient assets to repay those borrowings and our other indebtedness.

Costs related to defective products could have a material adverse effect on us. One or more of our products may be found to be defective after the product has been shipped to customers in volume. The cost of a recall, software fix, product replacements and/or product returns may be substantial and could have a material adverse effect on us. In addition, modifications needed to fix the defect may impede performance of the product.

If essential raw materials are not available to manufacture our products, we could be materially adversely affected.Certain raw materials we use in the manufacture of our products are available from a limited number of suppliers. Interruption of supply or increased demand in the industry could cause shortages and price increases in various essential materials. If we are unable to procure certain of these materials, we might have to reduce our manufacturing operations. Such a reduction could have a material adverse effect on us.

Our operations in foreign countries are subject to political and economic risks, which could have a material adverse effect on us. Nearly all product assembly and final testing of our microprocessor products are performed at our manufacturing facilities in Malaysia ~~Thailand, China~~ and Singapore; or by subcontractors in the United States and Asia. Nearly all product assembly and final testing of Spansion products are performed at FASL LLC’s manufacturing facilities in Malaysia, Thailand, China and Japan. We manufacture our microprocessors in Germany. We also depend on foreign foundry suppliers and joint ventures for the manufacture of a portion of our finished silicon wafers and have international sales operations.

The political and economic risks associated with our operations in foreign countries include:

~~-46-~~

expropriation;

changes in a specific country’s or region’s political or economic conditions;

-52-

trade protection measures and import or export licensing requirements;

difficulty in protecting our intellectual property;

changes in foreign currency exchange rates and currency controls;

changes in freight and interest rates;

disruption in air transportation between the United States and our overseas facilities; and

loss or modification of exemptions for taxes and tariffs;

any of which could have a material adverse effect on us.

As part of our business strategy, we are continuing to seek expansion of product sales in emerging overseas markets. Expansion into emerging overseas markets presents similar political and economic risks as described above, and we may be unsuccessful in our strategy to penetrate these emerging overseas markets.

Our inability to continue to attract and retain key personnel may hinder our product development programs. Our future success depends upon the continued service of numerous key engineering, manufacturing, marketing, sales and executive personnel. If we are not able to continue to attract, retain and motivate qualified personnel necessary for our business, the progress of our product development programs could be hindered, and we could be otherwise adversely affected.

Our operating results are subject to substantial seasonal fluctuations.Our operating results tend to vary seasonally. For example, our revenues are generally higher in the fourth quarter than the third quarter of each year. This seasonal pattern is largely a result of decreased demand in Europe during the summer months and higher demand in the retail sector of the PC market during the winter holiday season. In recent quarters, a substantial portion of our quarterly sales has been made in the last month of the quarter.

Uncertainties involving the ordering and shipment of, and payment for, our products could materially adversely affect us. Our sales are typically made pursuant to individual purchase orders, and we generally do not have long-term supply arrangements with our customers. Generally, our customers may cancel orders 30 days prior to shipment without incurring a significant penalty. We base our inventory levels on customers’ estimates of demand for their products, which is difficult to predict. This difficulty may be compounded when we sell to original equipment manufacturers indirectly through distributors, as our forecasts for demand are then based on estimates provided by multiple parties. In addition, our customers may change their inventory practices on short notice for any reason. The cancellation or deferral of product orders, the return of previously sold products or overproduction due to failure of

~~-47-~~

anticipated orders to materialize could result in excess or obsolete inventory, which could result in write-downs of inventory.

~~During 2002, the markets in which our customers operate were characterized by a decline in end-user demand which reduced visibility of future demand for our products and resulted in high levels of~~While we believe inventories in the ~~PC industry~~ supply ~~chain. In some cases, this led to delays in payments for our products. We believe that~~chain are currently at reasonable levels, market conditions are uncertain and these and other factors could ~~continue to~~ materially adversely affect our ~~revenues in the near term.~~revenues.

-53-

Our price protection obligations and return rights under specific provisions in our agreements with distributors may adversely affect us. Distributors typically maintain an inventory of our products. In most instances, our agreements with distributors protect their inventory of our products against price reductions, as well as products that are slow moving or have been discontinued. These agreements, which may be canceled by either party on a specified notice, generally allow for the return of our products. The price protection and return rights we offer to our distributors could materially adversely affect us if distributors exercise these rights as a result of an unexpected significant decline in the price of our products or otherwise.

If we cannot adequately protect our technology or other intellectual property, in the United States and abroad, through patents, copyrights, trade secrets, trademarks and other measures, we may lose a competitive advantage and incur significant expenses. We may not be able to adequately protect our technology or other intellectual property, in the United States and abroad, through patents, copyrights, trade secrets, trademarks and other measures. Any patent licensed by us or issued to us could be challenged, invalidated or circumvented or rights granted thereunder may not provide a competitive advantage to us. Further, patent applications that we file may not be issued. Despite our efforts to protect our rights, others may independently develop similar products, duplicate our products or design around our patents and other rights. In addition, it is difficult to cost-effectively monitor compliance with, and enforce, our intellectual property on a worldwide basis.

From time to time, we have been notified that we may be infringing intellectual property rights of others. If any such claims are asserted against us, we may seek to obtain a license under the third party’s intellectual property rights. We cannot assure you that all necessary licenses can be obtained on satisfactory terms, if at all. We could decide, in the alternative, to resort to litigation to challenge such claims. Such challenges could be extremely expensive and time-consuming and could have a material adverse effect on us. We cannot assure you that litigation related to the intellectual property rights of us and others will always be avoided or successfully concluded.

Failure to comply with any of the applicable environmental regulations could result in a range of consequences including fines, suspension of production, alteration of manufacturing process, cessation of operations or sales, and criminal and civil liabilities. Existing or future regulations could require us to procure expensive pollution abatement or remediation equipment; to modify product designs; or to incur other expenses associated with compliance with environmental regulations. ~~Also, any~~Any failure to control the use of, disposal or storage of, or adequately restrict the discharge of, hazardous substances could subject us to future liabilities and could have a material adverse effect on our business.

~~-48-~~

~~External factors, such as the SARS virus and potential terrorist attacks and other acts of violence or war, may materially adversely affect us.~~ Concerns about the severe acute respiratory syndrome (SARS) virus are having an adverse effect upon the Asian economy and could affect demand for our products in Asia. In addition, if there were to be a case of SARS discovered in any of our operations in Asia, the measures to prevent the spread of the virus could disrupt our operations at that location. There have been no cases of SARS affecting our operations to date. Finally, the spread of SARS and the extent of local preventive measures could affect the production capabilities of manufacturers of our PCS products, which are located in Taiwan, or their ability to ship products to us on a timely basis.

Terrorist attacks may negatively affect our operations. These attacks or armed conflicts may directly impact our physical facilities or those of our suppliers or customers. Furthermore, these attacks may make travel and the transportation of our products more difficult and more expensive and ultimately affect our sales.

Also as a result of terrorism, the United States may be included in armed conflicts that could have a further impact on our sales, our supply chain, and our ability to deliver products to our customers. Political and economic instability in some regions of the world may also result and could negatively impact our business. The consequences of armed conflicts are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business or your investment.

More generally, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets and economy. They also could result in or exacerbate economic recession in the United States or abroad. Any of these occurrences could have a significant impact on our operating results, revenues and costs and may result in the volatility of the market price for our securities and on the future prices of our securities.

Our corporate headquarters ~~assembly~~ and ~~research and development activities~~FASL LLC’s manufacturing facilities in Japan are located in an earthquake zone and these operations could be interrupted in the event of an earthquake. Our corporate headquarters ~~assembly operations in California and research and development activities related to process technologies~~ are located near major earthquake fault ~~lines.~~lines in California and FASL LLC’s manufacturing facilities are located near major earthquake fault lines in Japan. In the event of a major earthquake, we and FASL LLC could experience business interruptions, destruction of facilities and/or loss of life, all of which could materially adversely affect us.

~~-49-~~-54-

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Reference is made to Part II, Item 7A, Quantitative and Qualitative Disclosures about Market Risk, in our Annual Report on Form

10-K for the fiscal year ended December 29, 2002. ~~We experienced no significant changes~~During the third quarter of 2003, approximately 21 percent of our net sales were denominated in ~~market risk~~currencies other than the U.S. dollar, primarily the yen, as compared to one percent during the ~~first~~third quarter of ~~2003. We~~2002. This was due to the consolidation of FASL LLC. Our foreign exchange risk exposure resulting from these sales is partially mitigated as a result of our yen denominated die purchases. As a result of our euro denominated net asset position at AMD Saxony, we had an increase in accumulated other comprehensive income due to the appreciation of ~~both~~ the euro ~~and~~during the second quarter of 2003. In addition, as a result of the our yen denominated net asset position in FASL LLC’s manufacturing subsidiary in Japan, we also had an increase in accumulated other comprehensive income due to the appreciation of the yen during the ~~first~~third quarter of 2003. However, we cannot give any assurance as to the effect that future changes in foreign currency rates will have on our consolidated financial position, results of operations or cash flows.

~~ITEM 4. CONTROLS AND PROCEDURES~~

ITEM 4.

CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management ~~recognized~~recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management ~~necessarily was~~is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, we have investments in certain unconsolidated entities. As we do not control or manage these entities, our disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those we maintain with respect to our consolidated subsidiaries.

~~Within 90 days prior to~~As of September 28, 2003, the ~~date~~end of the quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ~~effective.~~effective at the reasonable assurance level.

There ~~have~~has been no ~~significant changes~~change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or ~~in other factors that could significantly~~is reasonably likely to materially affect, ~~the~~our internal controls ~~subsequent to the date we completed our evaluation.~~over financial reporting.

~~-50-~~-55-

PART II. OTHER INFORMATION

~~ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K~~

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits

10.44

(a-1) First Amendment to Amended and Restated Loan and Security Agreement, dated as of July 7, 2003, among AMD, AMD International Sales & Service, Ltd. and Bank of America NT & SA, as agent.

~~None.~~

*10.63

Loan Agreement, dated as of September 25, 2003, among FASL Japan Limited, Mizuho Corporate Bank, Ltd., and the bank party thereto.

*10.64

Master Rental Agreement, dated July 16, 2003 among GE Capital Leasing Corporation, as Lessor, FASL Japan Limited, as Lessee, and Advanced Micro Devices, Inc. as Guarantor.

31.1

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	To be filed by amendment.

(b)

Reports on Form 8-K

A Current Report on Form 8-K dated ~~January 16,~~July 14, 2003 reporting under Item 5—5 – Other Events and Item 7—7 – Financial Statements, Pro Forma Financial Information and Exhibits, was ~~filed~~furnished announcing ~~our fourth quarter results.~~the creation of FASL LLC.

-56-

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 thereunto duly authorized.

	ADVANCED MICRO DEVICES, INC.

Date: ~~May~~November 12, 2003		By:	/s/ Robert J. Rivet
			Robert J. Rivet
			Senior Vice President, Chief Financial Officer

			Signing on behalf of the registrant and as the principal accounting officer

~~-51-~~-57-

~~Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~I, Hector de J. Ruiz, certify that:~~

~~I have reviewed this quarterly report on Form 10-Q of Advanced Micro Devices, Inc.;~~

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and

Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

~~evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and~~

~~presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

~~any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and~~

The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

~~Date: May 12, 2003~~

~~/s/ Hector de J. Ruiz~~

~~Hector de J. Ruiz~~

~~President and Chief Executive Officer~~

~~-52-~~

~~Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~I, Robert J. Rivet, certify that:~~

~~I have reviewed this quarterly report on Form 10-Q of Advanced Micro Devices, Inc.;~~

~~evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and~~

~~presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;~~

~~any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and~~

~~Date: May 12, 2003~~

~~/s/ Robert J. Rivet~~

~~Robert J. Rivet~~

~~Senior Vice President, Chief Financial Officer~~

~~-53-~~

~~Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Advanced Micro Devices, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

~~(i.)~~

the Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 30, 2003 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

~~(ii.)~~

~~the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.~~

~~Date: May 12, 2003~~

~~/s/ Hector de J. Ruiz~~

~~Hector de J. Ruiz~~

~~President and Chief Executive Officer~~

~~-54-~~

~~Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~(i.)~~

~~(ii.)~~

~~the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.~~

~~Date: May 12, 2003~~

~~/s/ Robert J. Rivet~~

~~Robert J. Rivet~~

~~Senior Vice President, Chief Financial Officer~~

~~-55-~~

	March 30, 2003			December 29, 2002 *
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	429,392		$	428,748
Short-term investments		370,617			608,957

Total cash, cash equivalents and short-term investments		800,009			1,037,705
Accounts receivable, net of allowance for doubtful accounts of $18,695 on March 30, 2003 and $18,906 on December 29, 2002		371,841			395,828
Inventories:
Raw materials		21,942			22,741
Work-in-process		280,706			254,957
Finished goods		137,401			154,905

Total inventories		440,049			432,603
Prepaid expenses and other current assets		183,091			153,542

Total current assets		1,794,990			2,019,678
Property, plant and equipment:
Land		34,779			34,443
Buildings and leasehold improvements		1,447,545			1,392,972
Equipment		5,362,146			5,256,502
Construction in progress		339,979			355,746

Total property, plant and equipment		7,184,449			7,039,663
Accumulated depreciation and amortization		(4,274,205	)		(4,158,854	)

Property, plant and equipment, net		2,910,244			2,880,809
Investment in joint venture		385,503			382,942
Other assets		308,065			335,752

Total Assets	$	5,398,802		$	5,619,181

Liabilities and Stockholders’ Equity
Current liabilities:
Notes payable to banks	$	7,350		$	913
Accounts payable		386,841			352,438
Accrued compensation and benefits		149,389			131,324
Accrued liabilities		270,966			435,657
Restructuring accruals		185,031			212,541
Income taxes payable		36,821			21,246
Deferred income on shipments to distributors		76,923			57,184
Current portion of long-term debt, capital lease obligations and other		156,561			160,776

Total current liabilities		1,269,882			1,372,079

Long-term debt, capital lease obligations and other, less current portion		1,767,036			1,779,837

Commitments and contingencies

Stockholders’ equity:
Common stock, par value $0.01; 750,000,000 shares authorized; shares issued: 352,627,094 on March 30, 2003 and 351,442,331 on December 29, 2002; shares outstanding: 345,736,172 on March 30, 2003 and 344,528,152 on December 29, 2002		3,457			3,445
Capital in excess of par value		2,019,623			2,014,464
Treasury stock, at cost (6,890,922 shares on March 30, 2003 and 6,914,179 shares on December 29, 2002)		(92,803	)		(93,217	)
Retained earnings		346,312			492,668
Accumulated other comprehensive income		85,295			49,905

Total stockholders’ equity		2,361,884			2,467,265

Total liability and stockholders’ equity	$	5,398,802		$	5,619,181

(Thousands) ~~-9-~~	September 28, 2003	December 29, 2002
Royalty receivable	—	$11,551
Accounts receivable	—	96,814
Accounts payable	—	108,890

	Quarter Ended
(Thousands)	March 30, 2003			March 31, 2002
Net loss	$	(146,356	)	$	(9,163	)
Net change in cumulative translation adjustments		40,573			(37,389	)
Net change in unrealized gains on cash flow hedges		(3,484	)		(6,872	)
Net change in unrealized gains on available-for-sale securities		(1,699	)		(1,169	)

Other comprehensive income (loss)		35,390			(45,430	)

Comprehensive loss	$	(110,966	)	$	(54,593	)

(Thousands)	Severance and Employee Benefits		Facility and Equipment Impairment		Facilities and Equipment Decommission Costs			Other Facilities Exit Costs		Total
Accrual at December 29, 2002	$	—	$	—	$	15,055		$	646	$	15,701
Q1 2003 cash charges		—		—		(630	)		—		(630	)
Q1 2003 non-cash adjustment		—		—		(7,400	)		—		(7,400	)

Accruals at March 30, 2003	$	—	$	—	$	7,025		$	646	$	7,671

(In Thousands)	Maximum Amounts Guaranteed		2003		2004		2005		2006		2007		2008 and Beyond
Dresden intercompany guarantee	$	296,446	$	—	$	—	$	—	$	296,446	$	—	$	—
BAC payment guarantee		26,999		26,999		—		—		—		—		—
AMTC payment guarantee		34,558		—		—		—		—		34,558		—
AMTC rental guarantee		129,715		—		—		—		—		—		129,715
FASL guarantee (Note 6)		209,000		—		—		—		—		—		209,000
Fujitsu guarantee (Note 6)		125,000		125,000		—		—		—		—		—

Total guarantee	$	821,718	$	151,999	$	—	$	—	$	296,446	$	34,558	$	338,715

	March 30, 2003			March 31, 2002
Balance, beginning of period	$	19,369		$	16,730
New warranties issued during the period		9,132			9,708
Settlements during the period		(8,685	)		(15,975	)
Changes in liability for pre-existing warranties during the period, including expirations		1,061			10,172

Balance, end of period	$	20,877		$	20,635

	Number of Shares Acquired on Exercise	Value Realized⁽²⁾		Number of Securities Underlying Unexercised Options at 3/30/03		Value of Unexercised In-The-Money Options at 3/30/03⁽²⁾
Name	Number of Shares Acquired on Exercise	Value Realized⁽²⁾		(Exercisable)	(Unexercisable)	(Exercisable)		(Unexercisable)
W. J. Sanders III	0	$	0.00	3,550,000	250,000	$	0.00	$	0.00

Hector de J. Ruiz	0	$	0.00	1,600,000	2,100,000	$	0.00	$	0.00

Robert R. Herb	0	$	0.00	630,560	619,442	$	0.56	$	30,000

Robert J. Rivet	0	$	0.00	313,892	296,108	$	0.00	$	77,100

William T. Siegle	3,000	$	18,060	428,499	183,501	$	0.00	$	141,660

Thomas M. McCoy	0	$	0.00	568,384	286,616	$	0.00	$	15,000

	Quarter Ended March 30, 2003
Plan category	Number of Securities to be Issued Upon Exercise of Outstanding Options	Weighted-Average Exercise Price of Outstanding Options	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)
	(a)	(b)	(c)
Equity compensation plans approved by shareholders	33,807,443	$21.26	7,693,127
Equity compensation plans not approved by shareholders	25,220,819⁽¹⁾	$13.78	6,581,003⁽²⁾

TOTAL	59,028,262		14,274,130