December 21, 2005 - UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - 8-K: Current report filing

Exhibit 99.1


	For the Nine Months Ended Sept. 25, 2005
	Actual			Pro Forma Adjustments⁽¹⁾			Pro Forma Adjustments		Pro Forma
	(in thousands, except per share amounts)
Unaudited Pro Forma Condensed Consolidated Statement of Operations Data:
Net sales	$	4,009,301		$	(1,425,362	)			$	2,583,939

Expenses:
Cost of sales		2,469,663			(1,313,802	)	(7,221	)⁽²⁾		1,148,641
Research and development		814,724			(219,526	)				595,197
Marketing, general and administrative		698,974			(137,818	)				561,155

Operating income		25,940			245,784					225,234
Interest income and other, net		13,126			(3,772	)				9,354
Interest expense		(80,513	)		17,448					(63,065	)

Income (loss) before minority interest and income taxes		(41,447	)		259,461					225,234
Minority interest in net loss of subsidiaries		105,985					(118,719	)⁽³⁾		(12,734	)
(Benefit) provision for income taxes		(5,358	)		13,580					8,222
Equity share in net loss of Spansion							(97,247	)⁽⁴⁾		(97,247	)

Net income (loss)	$	69,896							$	107,031

Net income (loss) per share:
Basic	$	0.18							$	0.27
Diluted	$	0.17							$	0.26
Shares used in per share calculation:
Basic		395,839								395,839
Diluted		409,586								409,586

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

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

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

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


	For the Year Ended Dec. 26, 2004
	Actual			Pro Forma Adjustments⁽¹⁾			Pro Forma Adjustments		Pro Forma
	(in thousands, except per share amounts)
Unaudited Pro Forma Condensed Consolidated Statement of Operations Data:
Net sales	$	5,001,435		$	(2,342,542	)			$	2,658,893

Expenses:
Cost of sales		3,032,586			(1,837,295	)	(9,598	)⁽²⁾		1,185,692
Research and development		934,574			(273,467	)				661,107
Marketing, general and administrative		807,011			(200,459	)				606,552
Restructuring and other special charges (recoveries), net		5,456								5,456

Operating income		221,809			(31,320	)				200,087
Interest income and other, net		(31,150	)		(6,513	)				(37,663	)
Interest expense		(112,329	)		21,115					(91,214	)

Income (loss) before minority interest and income taxes		78,330			(16,719	)				71,210
Minority interest in net loss of subsidiaries		18,664					(22,857	)⁽³⁾		(4,194	)
(Benefit) provision for income taxes		5,838			8,908					14,746
Equity share in net loss of Spansion							(7,467	)⁽⁴⁾		(7,467	)

Net income (loss)	$	91,156							$	(44,803	)

Net income (loss) per share:
Basic	$	0.25							$	0.12
Diluted	$	0.25							$	0.12
Shares used in per share calculation:
Basic		358,886								358,886
Diluted		371,066								371,066

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

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

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

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


	As of Sept. 25, 2005
	Actual			Pro Forma Adjustments⁽¹⁾			Pro Forma Adjustments⁽²⁾			Pro Forma Adjustments⁽³⁾			Pro Forma Adjustments			Pro Forma
	(in thousands, except per share amounts)
Unaudited Pro Forma Condensed Consolidated Balance Sheet Data:
ASSETS
Current assets:
Cash and cash equivalents	$	806,115		$	(119,024	)	$			$						$	687,091
Short-term investments		536,052															536,052

Total cash and cash equivalents and short-term investments		1,342,167			(119,024	)											1,223,143
Accounts receivable		673,211			10,756												683,967
Accounts receivable from related party		204,383			(204,383	)					80,780						80,780
Allowance for doubtful accounts		(15,795	)		470												(15,325	)

Total accounts receivable, net		861,799			(193,157	)					80,780						749,422
Inventories:
Raw materials		49,738			(25,000	)											24,738
Work-in-process		677,991			(384,723	)											293,268
Finished goods		204,034			(72,511	)											131,523

Total inventories		931,763			(482,233	)											449,530
Deferred income taxes		54,232			(27,503	)											26,729
Prepaid expenses and other current assets		263,878			(19,517	)											244,361
Notes receivable from related party											340,886						340,886
Other receivable from related party		8,564			(8,564	)

Total current assets		3,462,403			(849,998	)					421,666						3,034,071
Property, plant and equipment:
Land and land improvements		68,792			(36,232	)											32,560
Buildings and leasehold improvements		2,471,263			(1,395,349	)											1,075,914
Equipment		7,774,795			(4,369,352	)		(39,860	)								3,365,583
Construction in progress		1,168,906			(201,107	)											967,799

Total property, plant and equipment		11,483,756			(6,002,040	)		(39,860	)								5,441,856
Accumulated depreciation and amortization		(7,162,372	)		4,355,483												(2,806,889	)

Property, plant and equipment, net		4,321,384			(1,646,557	)		(39,860	)								2,634,967
Other assets		376,169			(38,389	)		(25,698	)								312,082
Equity Investment					988,335			50,780			(336,802	)					702,313

Total assets	$	8,159,956		$	(1,546,609	)	$	(14,778	)	$	84,864		$	(118,560	)	$	6,683,433


LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Notes payable to bank under revolving loans	$	75,656			(75,656	)										$
Accounts payable		901,708			(296,998	)											604,710
Accounts payable to related party		39,943			(39,943	)					203,424						203,424
Accrued compensation and benefits		232,446			(60,838	)											171,608
Accrued liabilities		390,213			(41,649	)											348,564
Accrued royalties to related party		4,118			(4,118	)
Accrued liabilities to Spansion Pension Trust		8,564			(8,564	)
Restructuring accruals, current portion		21,355			(161	)											21,194
Income taxes payable		12,245			(1,934	)											10,311
Deferred income on shipments to distributors		163,652			(27,277	)											136,375
Current portion of long-term debt and capital lease obligations		184,872			(165,487	)											19,385
Current portion of long-term debt payable to related party		40,000			(40,000	)
Other current liabilities		137,583			187												137,770

Total current liabilities		2,212,355			(762,439	)					203,424						1,653,340
Deferred income taxes		50,630			(26,032	)											24,598
Long-term debt and capital lease obligations, less current portion		1,708,872			(158,470	)											1,550,402
Long-term debt payable to related party
Other long-term liabilities		436,802			(21,876	)		(14,778	)								400,148
Minority interest		777,052			(577,791	)											199,261
Commitments and contingencies
Stockholders equity:
Capital stock:
Common stock		4,020															4,020
Capital in excess of par value		2,528,219															2,528,219
Treasury stock, at cost		(89,715	)														(89,715	)
Retained earnings		378,067									(118,560	)					259,507
Accumulated other comprehensive income		153,654															153,654

Total stockholders equity		2,974,245									(118,560	)					2,855,685

Total liabilities and stockholders equity	$	8,159,956			(1,546,609	)		(14,778	)		84,864					$	6,683,433

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

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

⁽³⁾

These adjustments are made to include the receivable and payable balances between the Company and Spansion Inc that were previously eliminated upon consolidation as well as the estimated loss on the dilution of the Companys ownership interest in Spansion from 60 percent to 37.9 percent as a result of Spansions IPO. Because the estimated loss was calculated based on Spansions net book value as of September 25, 2005 the actual amount of loss will be different as it will be based on Spansions net book value as of December 20, 2005.

Form: 8-K

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