X0203 3 2010-05-10 0 0001322705 Spansion Inc. CODE 0001491156 SLS Spansion Holdings, LLC 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001410377 Silver Lake Sumeru Fund LP 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001463520 Silver Lake Technology Investors Sumeru, L.P. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001463521 Silver Lake Technology Associates Sumeru, L.P. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 0001463527 SLTA Sumeru (GP), L.L.C. 2775 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 0 0 1 0 Class A Common Stock, par value $0.001 per share 4846793 D The 4,846,793 shares reported herein (the "Securities") are directly owned by SLS Spansion Holdings, LLC ("SLS Spansion"). These Securities constitute approximately 37.4% of the Class A Common Stock of Spansion, Inc. based on the number of shares of Class A Common Stock outstanding as of May 10, 2010. Silver Lake Sumeru Fund, L.P. (the "Sumeru Fund") is the managing member of SLS Spansion, and Silver Lake Technology Investors Sumeru, L.P. (the "Side Fund") is a member of SLS Spansion. Silver Lake Technology Associates Sumeru, L.P. (the "Lower GP") is the sole general partner of each of the Sumeru Fund and the Side Fund. SLTA Sumeru (GP), L.L.C. (the "Upper GP") is the sole general partner of the Lower GP. As such, under Rule 16a-1(a)(2) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), the Securities may also be deemed to be beneficially owned by: (i) the Sumeru Fund and the Side Fund as members of SLS Spansion; (ii) the Lower GP, as the sole general partner of the Sumeru Fund and the Side Fund; and (iii) the Upper GP, as the sole general partner of the Lower GP. However, pursuant to Rule 16a-1(a)(4) promulgated under the Exchange Act, each of the reporting persons (other than SLS Spansion) disclaims beneficial ownership of such Securities, except to the extent of its pecuniary interest. In addition to the Securities reported herein, Silver Lake Credit Fund, L.P. (the "Credit Fund") and SL Capital Appreciation Fund, L.L.C. (the "Cap Appreciation Fund") also own 870,738 and 54,160 shares, respectively, of Spansion, Inc.'s Class A Common Stock. Silver Lake Group, L.L.C. ("SLG"), which is a managing member of the Upper GP described above, is also the managing member of (i) the Cap Appreciation Fund; and (ii) SLFA (GP), L.L.C., the general partner of Silver Lake Financial Associates, L.P., which is in turn the general partner of the Credit Fund. SLG disclaims any and all beneficial ownership of the shares disclosed herein, except to the extent of any pecuniary interest therein /s/ Paul Mercadante, managing director of Silver Lake Technology Associates Sumeru, L.P., general partner of Silver Lake Sumeru Fund, L.P., the managing member of SLS Spansion Holdings, LLC. 2010-05-20