AMD 2010 Annual Report Download - page 72

In 2009, we repurchased $1,015 million in aggregate principal amount of our outstanding 5.75% Notes for
$1,002 million in cash. As of December 25, 2010, the remaining outstanding aggregate principal amount of our
5.75% Notes was $485 million.
The 5.75% Notes will be convertible, in whole or in part, at any time prior to the close of business on the
business day immediately preceding the maturity date of the 5.75% Notes, into shares of our common stock
based on an initial conversion rate of 49.6771 shares of common stock per $1,000 principal amount of the 5.75%
Notes, which is equivalent to an initial conversion price of approximately $20.13 per share. This initial
conversion price represents a premium of 50% relative to the last reported sale price of our common stock on
August 8, 2007 (the trading date preceding the date of pricing of the 5.75% Notes) of $13.42 per share. This
initial conversion rate will be adjusted for certain anti-dilution events. In addition, the conversion rate will be
increased in the case of corporate events that constitute a fundamental change (as defined in the 5.75% Indenture)
of AMD under certain circumstances. Holders of the 5.75% Notes may require us to repurchase the 5.75% Notes
for cash equal to 100% of the principal amount to be repurchased plus accrued and unpaid interest upon the
occurrence of a fundamental change (as defined in the 5.75% Indenture) or a termination of trading (as defined in
the 5.75% Indenture). Additionally, an event of default (as defined in the 5.75% Indenture) may result in the
acceleration of the maturity of the 5.75% Notes.
The 5.75% Notes rank equally with our existing and future senior debt and are senior to all of our future
subordinated debt. The 5.75% Notes rank junior to all of our existing and future senior secured debt to the extent
of the collateral securing such debt and are structurally subordinated to all existing and future debt and liabilities
of our subsidiaries.
We may elect to purchase or otherwise retire the remaining amount of our 5.75% Notes 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 the market conditions are favorable to do so.
6.00% Convertible Senior Notes due 2015
On April 27, 2007, we issued $2.2 billion aggregate principal amount of 6.00% Convertible Senior Notes
due 2015. The 6.00% Notes are our general unsecured senior obligations. Interest is payable on May 1 and
November 1 of each year beginning November 1, 2007 until the maturity date of May 1, 2015. The terms of the
6.00% Notes are governed by an Indenture (the 6.00% Indenture) dated April 27, 2007, by and between us and
Wells Fargo Bank, National Association, as Trustee.
In 2008, we repurchased $60 million in aggregate principal amount of our 6.00% Notes for $21 million. In
2009 we repurchased $344 million in aggregate principal amount of our 6.00% Notes for $161 million. In 2010,
we repurchased $1,016 million in aggregate principal amount our 6.00% Notes for $1,011 million. As of
December 25, 2010, the outstanding aggregate principal amount of our 6.00% Notes was $780 million and the
remaining carrying value was approximately $723 million, net of debt discount of $57 million.
Upon the occurrence of certain events described in the 6.00% Indenture, the 6.00% Notes will be
convertible into cash up to the principal amount, and if applicable, into shares of our common stock issuable
upon conversion of the 6.00% Notes in respect of any conversion value above the principal amount, based on an
initial conversion rate of 35.6125 shares of common stock per $1,000 principal amount of 6.00% Notes, which is
equivalent to an initial conversion price of $28.08 per share. This initial conversion price represents a premium
of 100% relative to the last reported sale price of our common stock on April 23, 2007 (the trading date
preceding the date of pricing of the 6.00% Notes) of $14.04 per share. The conversion rate will be adjusted for
certain anti-dilution events. In addition, the conversion rate will be increased in the case of corporate events that
constitute a fundamental change (as defined in the 6.00% Indenture) under certain circumstances. Holders of the
6.00% Notes may require us to repurchase the 6.00% Notes for cash equal to 100% of the principal amount to be
repurchased plus accrued and unpaid interest upon the occurrence of a fundamental change or a termination of
trading (as defined in the 6.00% Indenture). Additionally, an event of default (as defined in the 6.00% Indenture)
may result in the acceleration of the maturity of the 6.00% Notes.
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