Form 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

 

Date of Report (date of earliest event reported):  July 16, 2003

 

 

 

ADVANCED MICRO DEVICES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   1-7882   94-1692300

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

 

One AMD Place,

P.O. Box 3453

Sunnyvale, California

   94088-3453
(Address of Principal Executive Offices)   (Zip Code)

 

 

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

Item 9 and 12.   Regulation FD Disclosure and Disclosure of Results of Operations and Financial Condition.

 

The information in this Report, including the Exhibit 99.1 attached hereto, is furnished pursuant to Items 9 and 12 of this Form 8-K. Consequently, it is not deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references this Form 8-K.

 

On July 16, 2003, Advanced Micro Devices, Inc. (the “Company”) announced its results of operations and financial condition as of and for the second quarter ended June 29, 2003 in a press release that is attached hereto as Exhibit 99.1.

 

The Company’s earnings release contains non-GAAP financial measures. Pursuant to the requirements of Regulation G, the Company has provided reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures in the text of the press release.

 

A Pro Forma Non-GAAP Consolidated Statement of Operations is presented in the earnings release. The Pro Forma Non-GAAP Consolidated Statement of Operations excludes restructuring charges that impacted the registrant’s results of operations. Specifically, the Company has excluded restructuring charges and has included pre-tax income from FASL in operating income. Management uses this information excluding these charges and as presented in evaluating results of the continuing operations of the Company and believes that this information provides the users of the financial statements a valuable insight into the underlying results of operations of the Company and facilitates comparison between the Company and other companies.

 

EBITDA is presented in the earnings release. EBITDA was determined by adjusting net loss for interest income, interest expense, income tax, depreciation and amortization. Although EBITDA is not a GAAP financial measure, it is calculated and communicated by the Company because management believes it is of interest to investors and lenders in relation to its overall capital structure and its ability to borrow additional funds.

 

Pro Forma EBITDA is also presented in the earnings release. Pro Forma EBITDA is defined by the Company as EBITDA, excluding restructuring charges. Management believes that excluding these items provides insight into the underlying results of operations and facilitates comparison between the Company and other companies, since these restructuring charges represent costs associated with unusual or infrequent events or transactions. Pro Forma EBITDA is calculated and communicated by the Company because management believes it is of interest to investors and lenders in relation to its overall capital structure and its ability to borrow additional funds.

The Company’s calculation of EBITDA and Pro Forma EBITDA may or may not be consistent with the calculation of this measure by other companies in the same industry. Investors should not view EBITDA and Pro Forma EBITDA as an alternative to the GAAP measures of net income as a measure of performance, or cash flows from operating, investing and financing activities as a measure of liquidity. In addition, EBITDA and Pro Forma EBITDA do not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. Management does not intend the presentation of EBITDA and Pro Forma EBITDA to be considered in isolation or as a substitute for results prepared in accordance with GAAP.

 

Exhibits

 

The following exhibits are filed as part of this Report:

 

No.
   

Exhibit

99.1   

Press Release dated July 16, 2003.

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 hereunto duly authorized.

 

            ADVANCED MICRO DEVICES, INC.
Date:  July 16, 2003       By:  

/s/  Robert J. Rivet

                Robert J. Rivet
                Senior Vice President, Chief Financial Officer