AMD 2004 Annual Report Download - page 41

Table of Contents
(1) This is the amount of silent partnership contributions received by AMD Fab 36 KG as of December 26, 2004 from the unaffiliated limited partners under
the Fab 36 partnership agreements. Assuming certain milestones are met by AMD Fab 36 KG, we expect to receive a total of up to $189 million of silent
partnership contributions. AMD Fab 36 Holding and AMD Fab 36 Admin are required to repurchase each partner’s silent partnership contribution in
annual installments one year after the partner has contributed the full amount required under the partnership agreements. As of December 26, 2004, Fab 36
Beteiligungs had contributed the full amount required under the partnership agreements, but Leipziger Messe had not contributed the full amount.
Therefore, the condition precedent to our repurchase obligations with respect to Leipziger Messe’s silent partnership contribution had not been met. See
“Fab 36 Term Loan and Guarantee and Fab 36 Partnership Agreements,” below.
(2) Purchase orders for goods and services that are cancelable upon notice and without significant penalties are not included in the amounts above.
(3) We have unconditional purchase commitments for goods and services where payments are based, in part, on volume or type of services we require. In
those cases, we only included the minimum volume or purchase commitment in the table above.
4.75% Convertible Senior Debentures Due 2022
On January 29, 2002 we issued $500 million of our 4.75% Convertible Senior Debentures due 2022 (the 4.75% Debentures) in a private offering pursuant
to Rule 144A and Regulation S of the Securities Act.
The interest rate payable on the 4.75% Debentures will reset on August 1, 2008, August 1, 2011 and August 1, 2016 to a rate equal to the interest rate
payable 120 days prior to the reset dates on 5-year U.S. Treasury Notes, plus 43 basis points. The interest rate will not be less than 4.75 percent and will not
exceed 6.75 percent. Holders have the right to require us to repurchase all or a portion of our 4.75% Debentures on February 1, 2009, February 1, 2012, and
February 1, 2017. The holders of the 4.75% Debentures also have the ability to require us to repurchase the 4.75% Debentures in the event that we undergo
specified fundamental changes, including a change of control. In each such case, the redemption or repurchase price would be 100 percent of the principal
amount of the 4.75% Debentures plus accrued and unpaid interest. The 4.75% Debentures are convertible by the holders into our common stock at a conversion
price of $23.38 per share at any time. At this conversion price, each $1,000 principal amount of the 4.75% Debentures will be convertible into approximately 43
shares of our common stock. Issuance costs incurred in the amount of approximately $14 million are amortized ratably, which approximates the effective interest
method, over the term of the 4.75% Debentures, as interest expense.
As of February 5, 2005, the 4.75% Debentures are redeemable by us for cash at our option at specified prices expressed as a percentage of the outstanding
principal amount plus accrued and unpaid interest, provided that we may not redeem the 4.75% Debentures prior to February 5, 2006, unless the last reported sale
price of our common stock is at least 130 percent of the then-effective conversion price for at least 20 trading days within a period of 30 consecutive trading days
ending within five trading days of the date of the redemption notice.
The redemption prices for the specified periods are as follows:
Period
Price as a
Percentage of
Principal Amount
Beginning on February 5, 2005 through February 4, 2006 102.375%
Beginning on February 5, 2006 through February 4, 2007 101.583%
Beginning on February 5, 2007 through February 4, 2008 100.792%
Beginning on February 5, 2008 100.000%
We may elect to purchase or otherwise retire our 4.75% Debentures with cash, stock or other assets from time to time in open market or privately
negotiated transactions, either directly or through intermediaries, or by tender offer when we believe that market conditions are favorable to do so. Such
purchases may have a material effect on our liquidity, financial condition and results of operations.
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005