Good day everyone … and thank you for joining us. For the past few years, we have been very open in outlining the major steps for AMD’s transformation into a processing powerhouse:

• From the acquisition of ATI Technologies;
• To the formation of GLOBALFOUNDRIES; and
• The creation of AMD-The Product Company,
  o with a single business unit,
  o a reinvigorated roadmap,
  o a new business model,
  o And a close relationship with a world-class leading-
  edge foundry.

Today, I am pleased to announce the last major component of that transformation–in the form of a transparent and public agreement with Intel to create a level playing field in the x86 processor industry–taking us one big step closer to achieving our bold vision.
There are three key components to the agreement:

• First, Intel has agreed to an important set of ground rules that we hope will define the path to a free and open market in the microprocessor industry;
• Second, we have agreed to a new patent cross-license agreement that gives AMD broad rights and the freedom to operate a business utilizing multiple foundries,
• And third, GLOBALFOUNDRIES has agreed to terms that allow them the freedom to operate as an independent world-class leading-edge foundry company, going forward, without being a subsidiary of AMD.

In addition, Intel has agreed to pay AMD $1.25 billion.

Today marks the beginning of a new era… one that confirms that the game has changed for AMD. It is an important milestone for us, for our customers, our partners, and most important–for consumers and businesses worldwide. In addition, it represents the culmination many years of litigation and regulatory engagement.

And we are optimistic that it will usher a new era for our industry. We recognize that it will take time for people to understand how operating conditions in the processor business have changed–but make no mistake–they have changed.

I would like to thank the regulatory agencies around the world for their diligence and consistency. Their work has enabled us to achieve this milestone. We are optimistic they will continue their vigilance in maintaining a level playing field, especially with respect to exclusionary practices in our industry.

Looking forward to three keys to our continued success: Compelling offerings; Access to customers and channels, And a winning business model.

We are optimistic this agreement addresses concerns about customer and channel access and our business model. We look forward to healthy competition with the mutual respect one would expect between world-class competitors.

Under terms of the agreement, Intel (INTC) will pay AMD (AMD) $1.25 billion (nearly a quarter of AMD’s $4.46 billion market cap) and agree to “abide by a set of business practice provisions” presumably crafted to temper Intel’s allegedly anticompetitive practices. Here are details of the agreement:

Business Practices Provisions Prohibit Intel From:

• Offering inducements to customers in exchange for their agreement to buy all of their microprocessor needs from Intel, whether on a geographic, market segment, or any other basis (Section 2.1.1.a)
• Offering inducements to customers in exchange for their agreement to limit or delay their purchase of microprocessors from AMD, whether on a geographic, market segment, or any other basis (Section 2.1.1.b)
• Offering inducements to customers in exchange for their agreement to limit their engagement with AMD or their promotion or distribution of products containing AMD microprocessors, whether on a geographic, channel, market segment, or any other basis (Section 2.1.2a-b)
• Offering inducements to customers in exchange for their agreement to abstain from or delay their participation in AMD product launches, announcements, advertising, or other promotional activities (Section 2.1.2.b)
• Offering inducements to customers or others to delay or forebear in the development or release of computer systems or platforms containing AMD microprocessors, whether on a geographic, market segment, or any other basis (Section 2.2.2 and 2.1.2)
• Offering inducements to retailers or distributors to limit or delay their purchase or distribution of computer systems or platforms containing AMD microprocessors, whether on a geographic, market segment, or any other basis (Section 2.2.1)
• Withholding any benefit or threatening retaliation against anyone for their refusal to enter into a prohibited arrangement such as the ones listed above.

In return, AMD will drop all its pending litigation against the company and pull out of regulatory complaints worldwide. Finally, the two rivals will enter into a five-year patent cross-licensing agreement.

In a joint statement, the companies said, “While the relationship between the two companies has been difficult in the past, this agreement ends the legal disputes and enables the companies to focus all of our efforts on product innovation and development.”

Interesting. Clearly, AMD CEO Dirk Meyer’s earlier comments about the ratification of its complaints about Intel’s business practices and the company’s hope for a future in which AMD’s “ability to succeed as a business is really determined by the quality of our products and customer relationships” was quite prefigurative.

During a call to discuss the settlement, Meyer said the accord marks the beginning of a new era, one that changes the game for AMD. “It is an important milestone for us, for our customers, our partners, and most importantly–for consumers and businesses worldwide,” Meyer said.

“It is the culmination years of litigation and regulatory engagement, and we are optimistic that it will usher a new era for our industry,” the CEO continued, further noting that change may not be immediate. “We recognize that it will take time for people to understand how the operating conditions in processor business have changed–but make no mistake–they have changed….We look forward to healthy competition with the mutual respect one would expect between world-class competitors.”

It is unclear if the settlement will affect the antitrust suit brought against Intel by New York Attorney General Andrew Cuomo last week as Cuomo hasn’t yet commented. But the European Union says it will not change its decision in May to fine Intel a record $1.5 billion for anticompetitive behavior.

“The European Commission takes note that Intel and AMD have settled all their litigation and that Intel is paying AMD compensation of one-and-quarter billion dollars,” said an EC spokesman. “But Intel has an ongoing obligation to comply with the commission’s antitrust decision and with EU competition law. The commission continues to vigorously monitor Intel’s compliance with its obligations under the EU antitrust decision.”

In remarks made during AMD Financial Analyst Day, CEO Dirk Meyer said that Intel’s (INTC) current legal woes “ratify” AMD’s (AMD) allegations.

“We’ve said for a long time that our success in the marketplace was hampered by anticompetitive behavior on the part of Intel,” Meyer said. “And over the last 12 months that we’ve seen our statements ratified by regulators around the world….I’m looking forward to a future in which our ability to succeed as a business is really determined by the quality of our products and customer relationships. And I can tell you that hasn’t always been true.”

Analysts had expected AMD to lose 42 cents a share on revenue of $1.26 billion, according to a consensus survey by Thomson Reuters. Instead, the company lost 18 cents a share on revenue of $1.4 billion, which was down from $1.8 billion for the same quarter last year.

Not the sort of blow-out quarter we saw from Intel (INTC) earlier this week, but encouraging news nonetheless. Certainly, AMD’s leadership believes the company is poised for a turnaround. During a conference call to discuss AMD’s (AMD) third-quarter results, CEO Dirk Meyer offered an upbeat outlook for the remainder of 2009 despite the current loss.

“Third quarter consumer PC demand continued to improve from prior periods, with particular strength in notebooks and in China and continued recovery in Europe and in North America,” Meyer said. “And it appears the commercial IT markets are positioned to improve next year….Going forward, we believe we are well positioned to succeed.”

Oh, this was AMD’s 11th quarterly loss in a row.

So nothing much to get excited about here. Or in the company’s guidance. “Considering current macroeconomic conditions, limited visibility and historical seasonal patterns, AMD expects its Product Company revenue to be up slightly for the third quarter of 2009,” AMD CEO Dirk Meyer said in a statement. “New platform, microprocessor and graphics introductions planned for the second half of 2009 position us well to improve margins and meet our financial goals for the year.”

AMD shares were down more than 11 percent to $3.60 in after-hours trading.

You know things are bad at AMD when the company’s schadenfreude over Intel’s European legal woes spills over into its brand messaging. Surf over to AMD’s Web site this morning and you’ll find foremost on its homepage not a message about Fusion, its next-generation microprocessor design, or branding for its various chips, but a gigantic European Union flag flying over this text:

“European Commission finds Intel guilty of breaking antitrust laws, harming consumers.”

Click through and you’ll find an entire subsite celebrating the EC’s finding–a shrine of court documents, press releases and industry quotes. “European Commission Reveals the Truth About Intel,” the page shouts, cataloging AMD’s grievances against the company. And while that’s apparently the case, AMD’s response reveals a bit of truth about AMD. Gloating over a legal victory is one thing, but building a branding campaign around it is another one entirely. Moral superiority is wonderful, but it’s not going to win any battles in the marketplace.

For AMD (AMD) to beat Intel (INTC) at its own game, it must beat Intel at its own game. “Imagine a world where the world’s most important information technology only comes from one place,” AMD President and CEO Dirk Meyer recently told BusinessWeek. “Nobody wants to live in that world.” No, I suppose not. But if we’re going to live in the better one the Meyer is hinting at, AMD has got to build it. Talking about it as your company continues to struggle toward profitability after more than two years of losses, isn’t going to cut it.

Platforms and products is one of four new operating units created in this latest restructuring, which also birthed an advanced technology group, a marketing group and a consumer group. Why this particular arrangement is any better than AMD’s reorg of a year ago–which spawned the Central Engineering Organization and Computing Solutions Group–is anyone’s guess. AMD CEO Dirk Meyer says it will optimize AMD’s operations and drive the company toward sustained profitability and long-term success. But then he said that about the last one as well.

Oh, speaking of that last reorg, Randy Allen, the 24-year AMD veteran who figured so prominently in the company, is leaving. AMD (AMD) offered no explanation for his departure and there’s no word yet on where he’s headed. That said, some surmise that he may be following a path beaten by two of his former colleagues, Raja Koduri and Bob Drebin, who both fled AMD for Apple (AAPL)

We have gone through a very difficult time, reacted quickly and decisively, and we are on our way to really have, I believe, a phenomenal transition year in 2008.”

– AMD CEO Hector Ruiz, December 2007

2008 hasn’t quite proven to be the “phenomenal transition year” AMD believed it would be. Despite new leadership and a restructuring of its manufacturing assets, the company was not able to return to profitability by the third quarter of 2008 as it had hoped. And now, AMD (AMD) has reported a greater-than-expected net loss for the fourth quarter of 2008–its ninth consecutive one. A grotesque 33 percent drop in revenue left the company awash in $1.4 billion of red ink.

“The fourth quarter of 2008 is going to be remembered for the severe stresses placed on the global economy and on our industry,” AMD CEO Dirk Meyer told analysts. “The global economic environment led to a softening in end-customer demand for PCs and servers in what is usually the year’s strongest quarter. The reality of today’s global economy require that we redouble our focus on cash management and cash flow control, and we will do so while protecting assets.”

Suffice to say, AMD did not offer a specific forecast for its current quarter, saying only that it expects sales to continue to trend lower “in light of the current macroeconomic conditions, very limited visibility and continued corrections in the supply chain.” Shares in the company, which have lost more than 50 percent of their value since the start of the fourth quarter, closed down nearly 10 percent on the news, although they seem to be recovering today.

A bold move for AMD (AMD), which has sustained seven straight quarters of losses, and one that could dramatically alter its fortunes. Indeed, right off the bat, AMD will push $1.2 billion in debt off its books and onto those of the The Foundry Co. “This is the biggest announcement in our history” said CEO chief executive, Dirk Meyer. “This will make us a financially stronger company, both in the near term and in the long term, as a result of being out from the capital expense burden we have had to bear.”

For AMD, the sale frees it of a business that’s been a drain on capital expenses and, in the words of CEO Dirk Meyer, will make the company “leaner and more focused” while it seeks to “create a business model to deliver sustainable profitability.” For Broadcom it’s an easy way to immediately scale its DTV business from low-end to mid-range to high-end interactive platforms and panel processors.

Ruiz announced the leadership change during AMD’s second-quarter financial earnings conference call. “The time is right to turn the company over to a new leader,” he said. And, given the company’s ugly $1.19 billion second-quarter loss, he would appear to be right. “We have not been living up to our potential,” Meyer said during a conference call. “Looking forward, we will. We will demand a pattern of sustained profitability…We will execute, execute and execute.”

Presumably, Meyer is refering to the company’s mission here and not AMD employees who’ve suffered enough already, I think.