Shareholders' Equity

12 Months Ended

Sep. 01, 2011

Notes to Financial Statements [Abstract]

Shareholders’ Equity

Repurchase of Common Stock

On July 26, 2011, we paid $150 million to repurchase 19.7 million shares of common stock at $7.60 per share.

Issuance of Restricted Shares For Acquisition of Numonyx

On May 7, 2010 in connection with the acquisition of Numonyx, we issued 137.7 million shares of our common stock to Intel, STMicroelectronics N.V. and Redwood Blocker S.a.r.l. and issued 4.8 million restricted stock units. The shares of common stock issued were restricted from sale until November 6, 2010. In addition, 21.0 million of the shares of stock issued were placed in escrow as partial security for Numonyx shareholders' indemnity obligations. During 2011, the Numonyx shareholders sold all of the 21.0 million shares in escrow. Of the restricted stock units issued, 1.6 million were vested as of the time of issuance. (See "Numonyx" note.)

Issuance of Common Stock

On April 15, 2009, we issued 69.3 million shares of common stock for $4.15 per share in a public offering. We received net proceeds of $276 million, net of underwriting fees and other offering costs of $12 million.

Capped Call Transactions

Concurrent with the offering of the 2031 Notes, in July 2011, we entered into capped call transactions (the "2011 Capped Calls") that have an initial strike price of approximately $9.50 per share, subject to certain adjustments, which was set to equal the initial conversion price of the 2031 Notes. The 2011 Capped Calls are in four equal tranches, have cap prices of $11.40, $12.16, $12.67 and $13.17 per share, and cover, subject to anti-dilution adjustments similar to those contained in the 2031 Notes, an approximate combined total of 72.6 million shares of common stock. The 2011 Capped Calls expire on various dates between July 2014 and February 2016. The 2011 Capped Calls are intended to reduce the potential dilution upon conversion of the 2031 Notes. Settlement of the 2011 Capped Calls in cash on their respective expiration dates would result in us receiving an amount ranging from zero if the market price per share of our common stock is at or below $9.50 to a maximum of $207 million. We paid $57 million to purchase the 2011 Capped Calls. The 2011 Capped Calls are considered capital transactions and the related cost was recorded as a charge to additional capital.

Concurrent with the offering of the 2013 Notes in April 2009, we entered into capped call transactions (the "2009 Capped Calls") that have an initial strike price of approximately $5.08 per share, subject to certain adjustments, which was set to equal the initial conversion price of the 2013 Notes. The 2009 Capped Calls have a cap price of $6.64 per share and cover, subject to anti-dilution adjustments similar to those contained in the 2013 Notes, an approximate combined total of 45.2 million shares of common stock, and are subject to standard adjustments for instruments of this type. The 2009 Capped Calls expire in October 2012 and November 2012. The 2009 Capped Calls are intended to reduce the potential dilution upon conversion of the 2013 Notes. Settlement of the 2009 Capped Calls in cash on their respective expiration dates would result in us receiving an amount ranging from zero if the market price per share of our common stock is at or below $5.08 to a maximum of $70 million if the market price of our common stock exceeds $6.64 per share. We paid $25 million to purchase the 2009 Capped Calls. The 2009 Capped Calls are considered capital transactions and the related cost was recorded as a charge to additional capital.

Concurrent with the offering of the 2014 Notes in May 2007, we entered into three capped call transactions (the "2007 Capped Calls") that have an initial strike price of approximately $14.23 per share, subject to certain adjustments, which was set to equal the initial conversion price of the 2014 Notes. The 2007 Capped Calls are in three equal tranches, have cap prices of $17.25, $20.13 and $23.00 per share, and cover, subject to anti-dilution adjustments similar to those contained in the 2014 Notes, an approximate combined total of 91.3 million shares of common stock. The 2007 Capped Calls expire on various dates between November 2011 and December 2012. The 2007 Capped Calls are intended to reduce the potential dilution upon conversion of the 2014 Notes. Settlement of the 2007 Capped Calls in cash on their respective expiration dates would result in us receiving an amount ranging from zero if the market price per share of our common stock is at or below $14.23 to a maximum of $538 million. We paid $151 million to purchase the 2007 Capped Calls. The 2007 Capped Calls are considered capital transactions and the related cost was recorded as a charge to additional capital.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss), net of tax, consisted of the following as of the end of the periods shown below:



	2011			2010
Accumulated translation adjustment, net	$	65		$	2
Gain (loss) on derivatives, net	43			1
Gain (loss) on investments, net	25			14
Unrecognized pension liability	(1		)	(6		)
Accumulated other comprehensive income (loss)	$	132		$	11

- Definition

Disclosures related to accounts comprising shareholders' equity, including other comprehensive income. Includes: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables; effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

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