Crucial 2015 Annual Report Download - page 69

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67
Upon conversion, we will pay cash equal to the lesser of the aggregate principal amount and the conversion value of
the notes being converted and cash, shares of common stock or a combination of cash and shares of common stock, at our
option, for any remaining conversion obligation. As a result, only the amounts payable in excess of the principal amounts upon
conversion of the 2033 Notes are considered in diluted earnings per share under the treasury stock method.
Cash Redemption at Our Option: We may redeem for cash the 2033E Notes on or after February 20, 2018 and the
2033F Notes on or after February 20, 2020 at a price equal the principal amount plus accrued and unpaid interest.
Cash Repurchase at the Option of the Holder: We may be required by the holders of the 2033 Notes to repurchase for
cash all or a portion of the 2033E Notes on February 15, 2018 and on February 15, 2023 and all or a portion of the 2033F Notes
on February 15, 2020 and on February 15, 2023 at a price equal to the principal amount plus accrued and unpaid interest. Upon
a change in control or a termination of trading, as defined in the indenture, holders of the 2033 Notes may require us to
repurchase for cash all or a portion of their 2033 Notes at a price equal to the principal amount plus accrued and unpaid
interest.
2043G Notes: On November 12, 2013, we issued $1.03 billion principal amount of the 2043G Notes in exchange for $440
million in aggregate principal amount of our 2027 Notes, 2031A Notes, and 2031B Notes. Each $1,000 of principal amount at
maturity had an original issue price of $800. An amount equal to the difference between the original issue price and the
principal amount at maturity will accrete in accordance with a schedule set forth in the indenture. The original principal
amount of $820 million accretes up to $1.03 billion at maturity in 2043. The initial conversion rate for the 2043G Notes is
34.2936 shares of common stock per $1,000 principal amount at maturity, equivalent to an initial conversion price of
approximately $29.16 per share of common stock. Interest is payable in May and November of each year.
Conversion Rights: Holders may convert their 2043G Notes under the following circumstances: (1) if the 2043G
Notes are called for redemption; (2) during any calendar quarter if the closing price of our common stock for at least 20 trading
days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130% of
the conversion price of the 2043G Notes (approximately $37.91 per share); (3) if the trading price of the 2043G Notes is less
than 98% of the product of the closing price of our common stock and the conversion rate of the 2043G Notes during the
periods specified in the indenture; (4) if specified distributions or corporate events occur, as set forth in the indenture; or (5) at
any time after August 15, 2043.
We have the option to pay cash, issue shares of common stock or any combination thereof, for the aggregate amount due
upon conversion. It is our current intent to settle in cash the principal amount of the 2043G Notes upon conversion. As a
result, the dilutive effect of the 2043G Notes in earnings per share is computed under the treasury stock method.
Cash Redemption at Our Option: Prior to November 20, 2018, we may redeem for cash the 2043G Notes if the
volume weighted average price of our common stock has been at least 130% of the conversion price for at least 20 trading
days during any 30 consecutive trading day period. The redemption price will equal the principal amount at maturity plus
accrued and unpaid interest. On or after November 20, 2018, we may redeem for cash the 2043G Notes without regard to the
closing price of our common stock at a price equal the accreted principal amount plus accrued and unpaid interest. If we
redeem the 2043G Notes prior to November 20, 2018, we are required to pay in cash a make-whole premium as specified in the
indenture.
Cash Repurchase at the Option of the Holder: Holders of the 2043G Notes may require us to repurchase for cash all
or a portion of the 2043G Notes on November 15, 2028 at a price equal to the accreted principal amount of $917 million plus
accrued and unpaid interest. Holders of the 2043G Notes may also require us to repurchase for cash all or a portion of their
2043G Notes at a price equal to the accreted principal amount plus accrued and unpaid interest upon a change in control or a
termination of trading, as defined in the indenture.