Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

(dollars in millions)

Ratio of Earnings to Fixed Charges:	Year Ended			Year Ended			Year Ended			Nine Months Ended			Nine Months Ended
	12/26/2004			12/25/2005			12/31/2006			9/29/2007			10/1/2006
Interest expense		112			105			126			272			59
Capitalized interest		9			35			10			16			6
Estimated interest
Estimated interest portion of financing cost		14			16			15			17			11
Fixed charges	$	135		$	156		$	151		$	305		$	76
Income (loss) before minority interest, equity in net income (loss) of Spansion Inc. and other and income taxes		79			140			(70	)		(1,413	)		502
Fixed charges		135			156			151			305			76
Less: interest charges capitalized		(9	)		(35	)		(10	)		(16	)		(6	)
Amortization of capitalized interest		16			10			6			5			4
Earnings (loss)	$	221		$	271		$	77		$	(1,119	)	$	576
Ratio of earnings to fixed charges(1)		1.64			1.74			*			*			7.61

* Earnings are inadequate to cover fixed charges in these periods.

For purposes of computing the ratio of earnings to fixed charges, fixed charges consist of interest expense on long-term debt and capital leases, amortization of deferred financing costs and that portion of rental expense deemed to be representative of interest. Earnings consist of income (loss) before income taxes, minority interest, and equity in net income (loss) of Spansion Inc. and other plus fixed charges. For the fiscal year ended 2006, earnings were insufficient to cover fixed charges by $74 million. For the nine months ended September 29, 2007, earnings were insufficient to cover fixed charges by $1,424 million.

(1) May not foot due to rounding.