Summary of ADVANCED MICRO DEVICES INC

Item 3.02 Unregistered Sales of Equity Securities.

On October 6, 2008, Advanced Micro Devices, Inc. (the "Company") entered into a Master Transaction Agreement (as amended on December 5, 2008, the "Master Transaction Agreement") with Advanced Technology Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi and wholly owned by the Government of the Emirate of Abu Dhabi ("ATIC"), and West Coast Hitech L.P., an exempted limited partnership organized under the laws of the Cayman Islands ("WCH"), acting through its general partner, West Coast Hitech G.P., Ltd., a corporation organized under the laws of the Cayman Islands, pursuant to which ATIC and the Company agreed to form a manufacturing joint venture, The Foundry Company, an exempted company to be incorporated under the laws of the Cayman Islands ("The Foundry Company"). The Foundry Company will manufacture semiconductor products and will provide certain foundry services to the Company and in the future to other third-party customers. On March 4, 2009, The Foundry Company changed its name to "GLOBALFOUNDRIES Inc."

On March 2, 2009, the Company, ATIC and WCH consummated the transactions contemplated by the Master Transaction Agreement (the "Closing"). At the Closing, the Company contributed certain assets and liabilities to The Foundry Company, including, among other things, shares of the groups of German subsidiaries owning Fab 30/38 and Fab 36 (the "Dresden Subsidiaries"), certain manufacturing assets, owned real property, tangible personal property, employees, inventories, books and records, a portion of the Company's patent portfolio and intellectual property and technology, rights under certain material contracts and authorizations necessary for The Foundry Company to carry on its business, in exchange for Foundry Company securities, consisting of one Class A Ordinary Share, 1,090,950 Class A Preferred Shares and 700,000 Class B Preferred Shares, and the assumption of certain liabilities by The Foundry Company. ATIC contributed $1.4 billion of cash to The Foundry Company in exchange for Foundry Company securities, consisting of one Class A Ordinary Share, 218,190 Class A Preferred Shares, 172,760 Class B Preferred Shares, $201,810,000 aggregate principal amount of Class A Subordinated Convertible Notes and $807,240,000 aggregate principal amount of Class B Subordinated Convertible Notes, and transferred $700 million of cash to the Company in exchange for the transfer by the Company of 700,000 Class B Preferred Shares of The Foundry Company to ATIC.

At the Closing, the Company also issued to WCH, for an aggregate purchase price of $124,700,000, 58 million shares of the Company's common stock (the "Shares") and warrants to purchase 35 million shares of the Company's common stock (the "Warrants") at an exercise price of $0.01 per share. The Warrants are exercisable after the earlier of (i) public ground-breaking of The Foundry Company's planned manufacturing facility in New York and (ii) March 2, 2011, and the Warrants expire on March 2, 2019. In the Master Transaction Agreement, WCH represented to the Company that WCH was an "accredited investor" as such term is defined under the Securities Act of 1933, as amended (the "Securities Act"), and the Company has relied on the exemption provided by Section 4(2) of the Securities Act from the registration requirements of the Securities Act with respect to the sale and issuance of the Shares and the Warrants to WCH.

In connection with the Closing, the terms of the €700,000,000 Term Loan Facility Agreement, dated as of April 21, 2004, as amended by amendment agreements dated October 10, 2006 and February 25, 2009, among AMD Fab 36 Limited Liability Company & Co. KG ("AMD Fab 36 KG"), certain affiliates of AMD Fab 36 KG (collectively, the "Fab 36 German Companies"), the banks and financial institutions party thereto as Mandated Lead Arrangers or Lenders, Dresdner Bank AG in Berlin, as Security Agent and Reporting Agent, and Dresdner Bank AG, Niederlassung Luxemburg, as Facility Agent (collectively, the "Facility Agreement") and related agreements were amended to allow for the transfer of the Fab 36 German Companies (including the Facility Agreement and related agreements and the indebtedness outstanding thereunder) to The Foundry Company, whose financial results will continue to be consolidated in the Company's financial statements.

In connection with the Closing, the Company also amended the terms of its Guarantee Agreement, dated as of April 21, 2004, as amended by amendment agreements dated October 10, 2006 and February 25, 2009, among the Company and The Foundry Company, as guarantors, AMD Fab 36 KG, as Borrower, Dresdner Bank AG in Berlin, as Security Agent, Dresdner Bank AG, Niederlassung Luxemburg, as Facility Agent, and AMD Netherlands Technologies BV, a subsidiary of The Foundry Company (the "Guarantee Agreement"). Pursuant to the Guarantee Agreement, the Company and The Foundry Company are joint guarantors, including with respect to the amounts payable by AMD Fab 36 KG under the Facility Agreement and the related agreements. However, if the Company is called upon to make any payments under the Guarantee Agreement, The Foundry Company has separately agreed to indemnify the Company for the full amount of such payments. The Company must continue to comply with the covenants set forth in the Guarantee Agreement, including specified adjusted tangible net worth and EBITDA financial covenants if group consolidated cash declines below the following amounts:

                            if Moody's
             Amount        Rating is at          if Standard & Poor's Rating
          (in millions)       least                      is at least
              $500         B1 or lower     and           B+ or lower
               425             Ba3         and               BB-
               400             Ba2         and               BB
               350             Ba1         and               BB+
               300        Baa3 or better   and          BBB-or better

Pursuant to the Facility Agreement and the Guarantee Agreement, for as long as the Company consolidates the operations of The Foundry Company for financial reporting purposes, any group consolidated cash requirements will be considered on a consolidated basis, including both the Company's and The Foundry Company's cash, cash equivalents and short-term investments.

At the Closing, the Company, ATIC and The Foundry Company also entered into a Shareholders' Agreement (the "Shareholders' Agreement"), a Funding Agreement (the "Funding Agreement"), and a Wafer Supply Agreement (the "Wafer Supply Agreement"), the material terms of each of which are summarized below.

. . .

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Closing, on March 2, 2009, Hector de J. Ruiz resigned from the Company's board of directors and the remaining members of the Company's board of directors appointed Waleed Ahmed Al Mokarrab Al Muhairi, who is an affiliate of WCH and ATIC, to fill the vacancy created by Mr. Ruiz's resignation. Mr. Al Muhairi was appointed to the Company's board of directors pursuant to Section 9.01 of the Master Transaction Agreement, which provides that until such time as WCH and its permitted transferees beneficially own, in the aggregate, less

than 10% of the outstanding shares of the Company's common stock, WCH has the right to designate a representative to the Company's board of directors. The compensation and benefits that Mr. Al Muhairi will receive as a director will be described in the definitive proxy statement that the Company files with the Securities and Exchange Commission in connection with the Company's 2009 annual meeting of stockholders.

On March 2, 2009, Bruce Claflin was appointed chairman of the Company's board of directors.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description

   10.1           Term Loan Facility Agreement, dated as of April 21, 2004, as
                  amended by amendment agreements dated October 10, 2006 and
                  February 25, 2009, among AMD Fab 36 Limited Liability Company &
                  Co. KG, certain affiliates of AMD Fab 36 Limited Liability
                  Company & Co. KG, the banks and financial institutions party
                  thereto as Mandated Lead Arrangers or Lenders, Dresdner Bank AG
                  in Berlin, as Security Agent and Reporting Agent, and Dresdner
                  Bank AG, Niederlassung Luxemburg, as Facility Agent.

   10.2           Guarantee Agreement, dated as of April 21, 2004, as amended by
                  amendment agreements dated October 10, 2006 and February 25,
                  2009, among the Company and The Foundry Company, as guarantors,
                  AMD Fab 36 Limited Liability Company & Co. KG, as Borrower,
                  Dresdner Bank AG in Berlin, as Security Agent, Dresdner Bank AG,
                  Niederlassung Luxemburg, as Facility Agent, and AMD Netherlands
                  Technologies BV, a subsidiary of The Foundry Company.

   10.3           Shareholders' Agreement, dated as of March 2, 2009, by and among
                  Advanced Micro Devices, Inc., Advanced Technology Investment
                  Company LLC, and The Foundry Company.


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10.4        Funding Agreement, dated as of March 2, 2009, by and among Advanced
            Micro Devices, Inc., Advanced Technology Investment Company LLC, and
            The Foundry Company.

10.5*       Wafer Supply Agreement, dated as of March 2, 2009, by and among
            Advanced Micro Devices, Inc., The Foundry Company, and AMD Fab
            Technologies US, Inc.

* Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission.