8-KLeadership ChangesRegulation FDOther Events+1

ADVANCED MICRO DEVICES INC 8-K Report, Executive Changes (Nov 18, 2009)

Filed November 18, 2009For Securities:AMD

Summary

This 8-K filing by Advanced Micro Devices, Inc. (AMD) on November 18, 2009, details several significant corporate actions and financial disclosures. Most notably, the company announced the appointment of Nicholas M. Donofrio to its Board of Directors and a Nominating and Corporate Governance Committee, effective November 16, 2009. Mr. Donofrio was granted 50,000 restricted stock units that will vest over three years, aligning his interests with long-term shareholder value. Furthermore, AMD provided important financial guidance and initiated several debt management activities. The company projected fiscal year 2010 depreciation and amortization expense for its "AMD Product Company" (excluding the Foundry segment) to be between $340 million and $370 million. This segmentation aims to give investors clearer insight into the core AMD business. In terms of debt, AMD announced the redemption of its outstanding $390 million 7.75% Senior Notes due 2012 on December 18, 2009, and simultaneously launched a proposed $500 million senior notes offering and a cash tender offer for up to $1 billion of its 5.75% Convertible Senior Notes due 2012.

Key Highlights

  • 1Nicholas M. Donofrio appointed to AMD's Board of Directors and Nominating and Corporate Governance Committee.
  • 2Mr. Donofrio received 50,000 restricted stock units vesting over three years.
  • 3AMD projects FY2010 depreciation and amortization expense for "AMD Product Company" (excluding Foundry) to be $340M - $370M.
  • 4Company is providing financial data for "AMD Product Company" to offer better investor visibility outside of the consolidated Foundry segment.
  • 5AMD announced redemption of $390 million in 7.75% Senior Notes due 2012, set for December 18, 2009.
  • 6Proposed private offering of $500 million in senior notes to qualified institutional buyers.
  • 7Commencement of a cash tender offer for up to $1 billion of 5.75% Convertible Senior Notes due 2012.

Frequently Asked Questions

Nicholas M. Donofrio's appointment to the Board of Directors and the Nominating and Corporate Governance Committee brings experienced leadership to AMD. The grant of restricted stock units signifies an alignment of his incentives with the company's long-term performance.

AMD is providing financial results for the 'AMD Product Company' (excluding the Foundry segment and intersegment eliminations) to offer investors enhanced visibility into the performance of its core business operations, separate from the recently consolidated GLOBALFOUNDRIES.

AMD is actively managing its debt. The company is redeeming its $390 million 7.75% Senior Notes due 2012 and is also undertaking a proposed $500 million senior notes offering and a tender offer for up to $1 billion of its 5.75% Convertible Senior Notes due 2012, suggesting a strategy to refinance or restructure its debt obligations.

For the fiscal year 2010, AMD expects the depreciation and amortization expense for the 'AMD Product Company' to be in the range of $340 million to $370 million.