Obligation AMD Advanced 7.75% ( US007903AU15 ) en USD

AMD Advanced

100 % ⇌

Etas-Unis

US007903AU15 ( en USD )

7.75% par an ( paiement semestriel )

01/08/2020 - Obligation échue

Prospectus brochure de l'obligation Advanced Micro Devices US007903AU15 en USD 7.75%, échue

2 000 USD

500 000 000 USD

007903AU1

CCC ( Ultra spéculatif )

Caa2 ( Ultra spéculatif )

Advanced Micro Devices (AMD) est une entreprise multinationale américaine qui conçoit, fabrique et vend microprocesseurs, puces graphiques, systèmes sur puce et technologies connexes pour les marchés des ordinateurs personnels, des serveurs, des stations de travail et des consoles de jeux.

L'Obligation émise par AMD Advanced ( Etas-Unis ) , en USD, avec le code ISIN US007903AU15, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/08/2020

L'Obligation émise par AMD Advanced ( Etas-Unis ) , en USD, avec le code ISIN US007903AU15, a été notée Caa2 ( Ultra spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par AMD Advanced ( Etas-Unis ) , en USD, avec le code ISIN US007903AU15, a été notée CCC ( Ultra spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B3 1 d424b3.htm FILED PURSUANT TO RULE 424(B)(3)
Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-170527
PROSPECTUS

Advanced Micro Devices, Inc.
OFFER TO EXCHANGE
$500,000,000 principal amount of its
7.75% Senior Notes due 2020
which have been registered under the Securities Act,
for any and all of its outstanding 7.75% Senior Notes due 2020

·
The exchange offer expires at 5:00 p.m., New York City time, on January 6, 2011, unless extended.

·
We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of a new series of notes that are registered
under the Securities Act.

·
The exchange offer is not subject to any conditions other than that it not violate applicable law or any applicable interpretation of the staff of the SEC.

·
You may withdraw tenders of outstanding notes at any time before the exchange offer expires.

·
The exchange of notes will not be a taxable event for U.S. federal income tax purposes.

·
We will not receive any proceeds from the exchange offer.

·
The terms of the new series of notes are substantially identical to the terms of the outstanding notes, except for transfer restrictions and registration rights relating to
the outstanding notes.

·
You may tender outstanding notes only in denominations of $2,000 and integral multiples of $1,000.

·
Our affiliates may not participate in the exchange offer.

·
Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with
any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales
of new notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities
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or other trading activities.
Please refer to "Risk Factors" beginning on page 17 of this prospectus for a description of the risks you should consider when evaluating this exchange offer.
We are not making this exchange offer in any jurisdiction where it is not permitted.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is December 7, 2010.
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Table of Contents
Table of contents

Page

Page
Prospectus summary

1
Book-entry; delivery and form

88
Risk factors

17
Certain U.S. federal income tax considerations

91
The exchange offer

36
Plan of distribution

97
Use of proceeds

44
Legal matters

97
Capitalization

45
Experts

97
Selected historical consolidated financial data

46
Available information

98
Description of certain indebtedness

48
Incorporation by reference

99
Description of the notes

51

We have not authorized any dealer, salesperson or other people to give any information or to make any representations to you other than the information contained in this
prospectus. You must not rely on any information or representations not contained in this prospectus as if we had authorized it. This prospectus does not offer to sell or
solicit an offer to buy any securities other than the registered notes to which it relates, nor does it offer to buy any of these notes in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such jurisdiction.
The information contained in this prospectus is current only as of the date on the cover page of this prospectus, and may change after that date.
This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. This information is
available without charge to you upon written or oral request. If you would like a copy of any of this information, please submit your request to Advanced Micro
Devices, Inc., One AMD Place, Sunnyvale, California 94088, Attention: Legal Department, or call (408) 749-4000 and ask to speak to someone in our Legal
Department. In addition, to obtain timely delivery of any information you request, you must submit your request no later than December 29, 2010, which is five
business days before the date the exchange offer expires.
Market and industry data
Market and industry data included or incorporated by reference in this prospectus were obtained from a combination of third-party industry data and good faith estimates
of management based on these data. While we believe these industry data and estimates of management are reliable, we have not independently verified this data.
Accordingly, we do not make any representations as to the accuracy or completeness of these data. We are not aware of any misstatements regarding market or industry
data contained in this prospectus; however, such data involves risks and uncertainties and is subject to change based on various factors, including those factors discussed
in "Risk factors" in this prospectus.
Trademarks
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AMD, the AMD Arrow logo, ATI, the ATI logo, AMD Opteron, AMD Athlon, AMD Phenom, AMD PowerNow!, AMD Turion, AMD Sempron, AMD FireStream,
Cool'n'Quiet, AMD Geode, ATI All-in-Wonder, ATI FireGL, ATI FireMV, ATI FirePro, ATI Radeon, ATI Theater, ATI TV Wonder, and combinations thereof are
trademarks of Advanced Micro Devices, Inc. HyperTransport is a licensed trademark of the HyperTransport Technology consortium. Microsoft is a registered trademark
of Microsoft Corporation in the United States and other jurisdictions. Other names are for informational purposes only and may be trademarks of their respective owners.

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Forward-looking statements
Discussions contained in this prospectus and the documents incorporated by reference in this prospectus include forward-looking statements. These forward-looking
statements are based on current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from
expectations. These forward-looking statements should not be relied upon as predictions of future events as we cannot assure you that the events or circumstances
reflected in these statements will be achieved or will occur. You can identify forward-looking statements by the use of forward-looking terminology including "believes,"
"expects," "may," "will," "should," "seeks," "intends," "plans," "pro forma," "estimates," or "anticipates" or the negative of these words and phrases or other variations
of these words and phrases or comparable terminology. The forward-looking statements relate to, among other things: demand for our products; the timing of new product
releases and technology transitions; the growth and competitive landscape of the markets in which we participate; capital expenditures; our planned research and
development spending; our future payments to GLOBALFOUNDRIES Inc., or GLOBALFOUNDRIES, under the wafer purchase agreement; our product roadmap;
unrecognized tax benefits; and availability of external financing. Material factors and assumptions that were applied in making these forward-looking statements include,
without limitation, the following: (1) the expected rate of market growth and demand for our products and technologies (and the mix thereof); (2) our expected market
share; (3) our expected product costs and average selling price; (4) our overall competitive position and the competitiveness of our current and future products; (5) our
ability to introduce new products, consistent with our current roadmap; (6) our ability to raise sufficient capital on favorable terms; (7) our ability to make additional
investment in research and development and that such opportunities will be available; (8) our ability to realize the anticipated benefits of the GLOBALFOUNDRIES
manufacturing joint venture and of our asset smart strategy; (9) the expected demand for computers; and (10) the state of credit markets and macroeconomic conditions.
Material factors that could cause actual results to differ materially from current expectations include, without limitation, the following: (1) that Intel Corporation's pricing,
marketing and rebating programs, product bundling, standard setting, new product introductions or other activities may negatively impact our plans; (2) that we may be
unable to develop, launch and ramp new products and technologies in the volumes and mix required by the market on a timely basis; (3) that our third party foundries will
be unable to transition our products to advanced manufacturing process technologies in a timely and effective way, consistent with our planned expenditures; (4) that our
third party foundries will be unable to manufacture our products on a timely basis with acceptable quality, at acceptable manufacturing yields and using competitive
process technologies; (5) that we will be unable to obtain sufficient manufacturing capacity or components to meet demand for our products or will under-utilize our
commitment with respect to GLOBALFOUNDRIES microprocessor manufacturing facilities; (6) that our substantial indebtedness could adversely affect our financial
position and prevent us from implementing our strategy or fulfilling our contractual obligations; (7) that we will require additional funding and may be unable to raise
sufficient capital on favorable terms, or at all; (8) that our cost management efforts will not be effective; (9) that we may be unable to realize the anticipated benefits of
our asset smart strategy or the GLOBALFOUNDRIES manufacturing joint venture because, among other things, the synergies expected from the transaction may not be
fully realized or may take longer to realize than expected; (10) that customers stop buying our products or materially reduce their operations or demand for our products;
(11) that we may be unable to maintain the level of investment in research and development that is required to remain competitive; (12) that there may be unexpected
variations in market growth and demand for our products and technologies in light of the product mix that we may have available at any particular time or a decline in
demand; (13) that global business and economic conditions will not continue to improve or will worsen; (14) that demand for computers will be lower than currently
expected; and (15) the effect of political or economic instability, domestically or internationally, on our sales or supply chain.
See "Risk factors" in this prospectus, as well as such other risks and uncertainties as are detailed in our other documents incorporated by reference in this prospectus, for a
discussion of the factors that could cause actual results to differ materially from the forward-looking statements. You are cautioned not to place undue reliance on
forward-looking statements, which reflect management's analysis only. We assume no obligation to update forward-looking statements.

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Prospectus summary
This summary highlights selected information contained or incorporated by reference in this prospectus. This summary is not complete and does not contain all the
information that you should consider before exchanging your notes. You should read this entire prospectus, including the risk factors included elsewhere in this
prospectus, as well as the information incorporated by reference, including the financial statements, before exchanging your notes. References in this prospectus to
"us," "we," "our," the "Company" or "AMD" shall mean Advanced Micro Devices, Inc. and our consolidated subsidiaries unless otherwise indicated or the
context otherwise requires. References in this prospectus to "GLOBALFOUNDRIES" shall mean GLOBALFOUNDRIES Inc. With respect to financial information
presented or incorporated by reference in this prospectus, references to "us," "we," "our," the "Company" or "AMD" shall mean Advanced Micro Devices, Inc.
and our consolidated subsidiaries and GLOBALFOUNDRIES and its subsidiaries unless otherwise indicated or the context otherwise requires. Beginning with the
first quarter of 2010, we deconsolidated GLOBALFOUNDRIES. Accordingly, for periods after December 26, 2009, references to "us," "we," "our," the
"Company" or "AMD" shall mean Advanced Micro Devices, Inc. and our consolidated subsidiaries only, and you should consider the effect of deconsolidation
when comparing the nine months ended September 25, 2010 to periods in fiscal year 2009.
Our business
We are a global semiconductor company that designs and sells microprocessors, chipsets and graphics processors. Within the global semiconductor industry, we
offer primarily:

·
x86 microprocessors for the commercial and consumer markets, embedded microprocessors for commercial, commercial client and consumer markets and
chipsets for desktop and notebook PCs, professional workstations and servers; and

·
graphics, video and multimedia products for desktop and notebook computers, including home media PCs and professional workstations, and servers and
technology for game consoles.
For the fiscal year ended December 26, 2009, we had consolidated net revenue of approximately $5.4 billion and consolidated net income attributable to AMD
common stockholders of approximately $304 million. For the nine months ended September 25, 2010, we had consolidated net revenue of approximately $4.8
billion and consolidated net income attributable to AMD common stockholders of approximately $96 million. Our cash, cash equivalents and marketable securities
as of September 25, 2010 were approximately $1.7 billion. Beginning with the first quarter of 2010, we deconsolidated GLOBALFOUNDRIES and started
accounting for our investment in GLOBALFOUNDRIES under the equity method of accounting. Accordingly, you should consider the effect of deconsolidation
when comparing the nine months ended September 25, 2010 to fiscal year 2009. For more information, see "GLOBALFOUNDRIES transaction and
deconsolidation" below.
Our common stock is listed on the New York Stock Exchange under the trading symbol "AMD."
Our products
We serve our diverse customer base with a broad product offering across two major markets within the semiconductor industry: the microprocessor market and the
graphics market. Within the microprocessor market, we offer single-core and multi-core microprocessor products for servers, workstations and notebooks and
desktop PCs, designed with both 32-bit and 64-bit processing capabilities. We also offer embedded processors designed to address customer needs in PC-adjacent
markets such as enterprise class telecommunications, networking and storage systems and other similar applications where key features include low cost, mobility,
low power and small form factor. Our portfolio of chipset products includes integrated graphics processors, or IGP, and discrete

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chipsets targeting desktop, notebook, server and embedded computing segments. Within the graphics market, our customers generally use our graphics processing
units, or GPUs, to increase the speed of rendering images and to improve image resolution and color definition. Increasingly, GPUs are being used to improve the
general performance of computers on tasks that can be processed in parallel. Our products include 3D graphics and video and multimedia products developed for
use in desktop and notebook PCs, including home media PCs like HTPCs, professional workstations, servers and game consoles. Our latest generation of graphics
products offers full support for the Microsoft DirectX 11 an
®
d OpenCL application programming interface standards which enable the handling of key multimedia
tasks such as gaming programming and high definition video.
Microprocessor overview
A microprocessor is an integrated circuit, or IC, which serves as the central processing unit, or CPU, of a computer. It generally consists of millions of transistors
that process data and control other devices in the system, acting as the brain of the computer. The performance of a microprocessor is a critical factor impacting the
performance of a computer and numerous other electronic systems. The principal indicators of CPU performance are work-per-cycle, or how many instructions are
executed per cycle, clock speed, representing the rate at which a CPU's internal logic operates, measured in units of hertz, or cycles per second, and power
consumption. Other factors impacting microprocessor performance include the number of CPUs, or cores, on a microprocessor, memory size and data access speed.
Microprocessor products
We base our microprocessors and chipsets on the x86 instruction set architecture and AMD's Direct Connect Architecture, which connects an on-chip memory
controller and input/output, or I/O, channels directly to one or more microprocessor cores. In March 2010, we launched Direct Connect Architecture 2.0 as part of
the AMD OpteronTM 6000 Series platform. Direct Connect Architecture 2.0 enables improved performance because memory can be accessed more directly,
resulting in increased bandwidth and reduced memory latencies. Our processors and chipsets support multiple generations of HyperTransportTM technology, which
is a high-bandwidth communications interface enabling substantially higher multi-processor performance and scalability over traditional front side bus-based
microprocessor technology. Our microprocessors are designed to be compatible with operating system software such as the Microsoft® Windows family of
operating systems, Linux, NetWare, Solaris and UNIX.
Server and workstation microprocessors. Our microprocessors for servers and workstations consist primarily of our multi-core AMD OpteronTM processors. These
processors can be used in a variety of server applications, including business processing (enterprise resource planning, customer relationship management, and
supply chain management) and business intelligence. They can also be used in applications such as engineering and digital content creation and other information
technology infrastructure applications such as intensive Web serving, cloud computing, high performance computing and email messaging. In March 2010, we
launched the AMD OpteronTM 6000 Series platforms and the new AMD OpteronTM 6100 Series processor, our 8- and 12-core x86 processors for the high-volume
2P and value 4P server market. In June 2010, we launched the AMD OpteronTM 4000 Series platform, the world's first server platform designed specifically for
cloud and hyperscale data centers, which features what is currently the world's lowest known power-per-core of any server processor.
Notebook microprocessors. Our microprocessors for notebook PCs consist of AMD TurionTM X2 Dual-Core Mobile Processor, AMD TurionTM X2 Ultra Dual-Core
Mobile Processor, AMD TurionTM Neo X2 Mobile Processor, mobile AMD SempronTM processor and the AMD AthlonTM Neo processor and AMD Athlon Neo X2
Dual-Core processor. We design our mobile processor products for high-performance and long battery life.
Client desktop. Our microprocessors for desktop PCs consist primarily of the following tiered product brands: AMD PhenomTM II, AMD PhenomTM, AMD
AthlonTM II, AMD AthlonTM X2, AMD AthlonTM and AMD

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SempronTM processors, which are based on AMD64 Technology. Processors marketed under these brand names may include dual- , triple-, and/or quad-core
versions. All AMD desktop microprocessors are based on AMD Direct Connect Architecture.
Embedded processors. Our embedded products include options from the AMD OpteronTM, AMD AthlonTM, AMD TurionTM, and AMD SempronTM processor
families; the ATI RadeonTM graphics processor family; and numerous AMD chipsets. We designed our embedded products to give designers flexibility to create
scalable, x-86-based, low cost and feature-rich products and drive energy conservation into their systems without compromising application or graphics
performance, compatibility or features. Our embedded processor products deliver PC-caliber performance in a very low power envelope with an embedded-friendly
ball grid array (BGA) package and are used in applications such as single board computing and thin client systems, as well as self-service kiosks, point of sale
machines, medical imaging and digital signage.
Chipset products. Our portfolio of chipset products includes IGP and discrete chipsets targeting the server, desktop, notebook and embedded computing segments.
The chipset controls communications between the microprocessor and input, display and storage devices, such as the keyboard, mouse, monitor, hard drive and CD
or DVD drive and performs essential logic functions, such as balancing the performance of the system and removing bottlenecks. All desktop, notebook and server
platforms incorporate a chipset.
Graphics overview
The semiconductor graphics market addresses the need for visual processing in various computing and entertainment platforms such as desktop PCs, notebook PCs
and workstations. Users of these products value a rich visual experience, particularly in the high-end enthusiast market where consumers seek out the fastest and
highest performing visual processing products to enable the most compelling and immersive gaming experiences. Moreover, for some consumers, the PC is
evolving from a traditional data and communications processing machine to an entertainment platform. This has led to the increasing creation and use of processing
intensive multimedia content for PCs and to PC manufacturers creating more PCs designed for playing games, viewing online videos, displaying and editing photos,
managing digital content, and capturing TV and other multimedia content. In turn, the trend has contributed to the development of higher performance graphics
solutions.
The primary product of a semiconductor graphics supplier is the GPU. The GPU off-loads the burden of graphics processing from the CPU, but it can also off-load
parallel tasks, freeing up the CPU to do what it does best, processing serial tasks. In this way, a dedicated GPU and CPU can work in tandem to increase overall
speed and performance of the system. A graphics solution can be in the form of either a stand-alone graphics card or an integrated chipset solution.
Graphics products
Our customers generally use our graphics products to increase the speed of rendering images and to improve image resolution and color definition. Our products
include 3D graphics, video and multimedia capabilities developed for use in desktop and notebook PCs, including home media PCs, professional workstations and
servers and games consoles. With each of our graphics products, we provide drivers and supporting software packages that enable the effective use of these products
under a variety of operating systems and applications. Our latest generation of graphics products and related software offer full support for the Microsoft Wind
®
ows
Vista® and Windows 7 operating systems. In addition to the Microsoft® Windows® family of operating systems, our graphics products support Apple's Mac OS X as
well as Linux®-based applications.
Discrete desktop products. Our discrete GPUs for desktop PCs include the ATI RadeonTM HD 5970, which targets the ultra enthusiasts; the newly launched AMD
RadeonTM HD 6800 and the ATI RadeonTM HD 5800, which target the enthusiast market; and the ATI RadeonTM HD 5700 series of products, which target the

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