|
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
|
For the fiscal year
ended
March
31,
2010
|
|
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
For
the transition period from _________
to__________
|
|
Commission
File Number: 1-7201
|
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[X]
|
|
Non-accelerated
filer
|
[ ]
|
(Do
not check if a smaller reporting company)
|
Smaller
reporting company
|
[ ]
|
Part
I
|
Page
|
|
Item
1.
|
Business
. . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
|
3
|
Item
1A.
|
Risk Factors
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
|
12
|
Item
1B.
|
Unresolved Staff Comments
. . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
|
17
|
Item
2.
|
Properties
. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
|
18
|
Item
3.
|
Legal Proceedings
. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
|
19
|
Item
4.
|
Removed and Reserved
. . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
|
19
|
Part
II
|
||
Item
5.
|
and Issuer Purchases of Equity Securities
. . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
20
|
Item
6.
|
Selected Financial Data.
. . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
|
23
|
Item
7.
|
24
|
|
Item
7A.
|
Quantitative and Qualitative Disclosures About Market
Risk
. . . . . . . . . . . . . . . . . . . . . . . . . .
|
36
|
Item
8.
|
Financial Statements and Supplementary Data
. .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
37
|
Item
9.
|
37
|
|
Item
9A.
|
Controls and Procedures
. . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . .
|
37
|
Item
9B.
|
Other Information
. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
|
38
|
Part
III
|
||
Item
10.
|
Directors, Executive Officers and Corporate
Governance
. . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
38
|
Item
11.
|
Executive Compensation
. . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
39
|
Item
12.
|
Related Stockholder Matters
. . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
.
|
39
|
Item
13.
|
Certain Relationships and Related Transactions, and
Director Independence
. . . . . . . . . . . . . .
|
39
|
Item
14.
|
Principal Accounting Fees and Services
. . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
39
|
Part
IV
|
||
Item
15.
|
Exhibits and Financial Statement Schedules.
. .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
40
|
Signatures
. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
|
42
|
It
em 1.
|
Business
|
Years
Ended March 31,
|
||||||||||||
Sales
revenue (in thousands)
|
2008
|
2009
|
2010
|
|||||||||
Ceramic
Components
|
$ | 211,759 | $ | 165,740 | $ | 155,059 | ||||||
Tantalum
Components
|
312,761 | 268,326 | 280,991 | |||||||||
Advanced
Components
|
433,646 | 434,039 | 369,811 | |||||||||
Total
Passive Components
|
958,166 | 868,105 | 805,861 | |||||||||
KDP
and KKC Resale
|
468,186 | 354,258 | 338,701 | |||||||||
KEC
Resale Connectors
|
86,531 | 76,209 | 73,973 | |||||||||
Total
KED Resale
|
554,717 | 430,467 | 412,674 | |||||||||
Connectors
|
106,392 | 91,041 | 86,431 | |||||||||
Total
Revenue
|
$ | 1,619,275 | $ | 1,389,613 | $ | 1,304,966 |
·
|
Code
of Business Conduct and Ethics
|
·
|
Code
of Business Conduct and Ethics Supplement Applicable to the Chief
Executive Officer, Chief Financial Officer, Controllers and Financial
Managers
|
·
|
Corporate
Governance Guidelines
|
·
|
Audit
Committee Charter
|
·
|
Contact
the Board – Whistleblower and Ethics Hotline
Procedures
|
Name
|
Age
|
Position
|
||
John
S.
Gilbertson
|
66
|
Chief
Executive Officer and President
|
||
C.
Marshall
Jackson
|
61
|
Executive
Vice President of Sales and Marketing
|
||
Peter
Venuto
|
57
|
Vice
President of Sales
|
||
Carl
L.
Eggerding
|
60
|
Vice
President, Chief Technology Officer
|
||
Kurt
P.
Cummings
|
54
|
Vice
President, Chief Financial Officer, Treasurer and
Secretary
|
||
Keith
Thomas
|
56
|
Vice
President, President of Kyocera Electronic Devices
|
||
Peter
Collis
|
58
|
Vice
President of Tantalum Products
|
||
John
Sarvis
|
60
|
Vice
President of Ceramic Products
|
||
John
Lawing
|
59
|
Vice
President of Advanced Products
|
Ite
m 1A.
|
Risk
Factors
|
|
Credit
risk on our accounts receivable could adversely affect our financial
condition and operating results
|
|
Counterparty
non-performance to derivative transactions could adversely affect our
financial condition and operating
results
|
|
Returns
on pension and retirement plan assets and interest rate changes could
affect our earnings in future
periods
|
·
|
A
global economic slowdown in any one, or all, of our
markets.
|
·
|
Rapid
escalation of the cost of regulatory compliance and
litigation.
|
·
|
Unexpected
government policies and regulations affecting us or our significant
customers’ sales or production
facilities.
|
·
|
Unforeseen
regional conflicts or actions, including but not limited to armed conflict
and trade wars that could impact our, or our customers’ production
capabilities.
|
·
|
Unforeseen
interruptions to our business with our significant customers and suppliers
resulting from but not limited to, strikes, financial instabilities,
computer malfunctions, environmental disruptions or inventory
excesses.
|
Ite
m 1B.
|
Unresolved
Staff Comments
|
It
em 2.
|
Properties
|
Ite
m 3.
|
Legal
Proceedings
|
Ite
m 4.
|
Removed
and Reserved
|
Ite
m 5.
|
Market
for the Registrant's Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
Common
Stock Price Range
|
Dividends
Declared
|
|||||||||||||||||||||||
2009
|
2010
|
Per
Share
|
||||||||||||||||||||||
High
|
Low
|
High
|
Low
|
2009
|
2010
|
|||||||||||||||||||
First
Quarter
|
$ | 13.79 | $ | 11.22 | $ | 10.63 | 9.01 | $ | 0.0400 | $ | 0.0400 | |||||||||||||
Second
Quarter
|
11.82 | 9.71 | 12.44 | 9.54 | 0.0400 | 0.0400 | ||||||||||||||||||
Third
Quarter
|
10.37 | 7.10 | 12.95 | 11.04 | 0.0400 | 0.0400 | ||||||||||||||||||
Fourth
Quarter
|
9.63 | 7.32 | 14.42 | 11.66 | 0.0400 | 0.0450 |
3/31/05
|
3/31/06
|
3/31/07
|
3/31/08
|
3/31/09
|
3/31/10
|
|||||||||||||||||||
AVX
-NYSE
|
$ | 100 | $ | 146 | $ | 127 | $ | 108 | $ | 78 | $ | 123 | ||||||||||||
S
& P 500
|
$ | 100 | $ | 112 | $ | 125 | $ | 119 | $ | 73 | $ | 110 | ||||||||||||
Peer
Group
|
$ | 100 | $ | 117 | $ | 109 | $ | 68 | $ | 22 | $ | 67 |
Period
|
Total
Number of Shares Purchased
(1) (2)
|
Average
Price Paid Per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(1)
(2)
|
Maximum
Number of Shares that may yet be Purchased Under the Plans or Programs
(1)
(2)
|
||||||||||||
1/1/10
- 1/31/10
|
- | $ | - | - | 7,745,302 | |||||||||||
2/1/10
- 2/28/10
|
163,390 | 12.22 | 163,390 | 7,581,912 | ||||||||||||
3/1/10
- 3/31/10
|
19,253 | 12.78 | 19,253 | 7,562,659 | ||||||||||||
Total
|
182,643 | $ | 12.28 | 182,643 | 7,562,659 |
(1)
|
On
October 19, 2005, the Board of Directors of the Company authorized the
repurchase of 5,000,000 shares of our common stock from time to time in
the open market. The repurchased shares are held as treasury
stock and are available for general corporate
purposes.
|
(2)
|
On
October 17, 2007, the Board of Directors of the Company authorized the
repurchase of an additional 5,000,000 shares of our common stock from time
to time in the open market. The repurchased shares are held as
treasury stock and are available for general corporate
purposes.
|
It
em 6.
|
Selected
Financial Data
|
2006
|
2007
|
2008
|
2009
|
2010
|
||||||||||||||||
Operating
Results Data:
|
||||||||||||||||||||
Net
sales
|
$ | 1,333,208 | $ | 1,498,495 | $ | 1,619,275 | $ | 1,389,613 | $ | 1,304,966 | ||||||||||
Cost
of sales
|
1,125,917 | 1,201,337 | 1,328,491 | 1,158,196 | 1,027,368 | |||||||||||||||
Vendor
settlement
|
- | - | - | - | (5,000 | ) | ||||||||||||||
Restructuring
charges
|
- | - | 2,421 | 15,123 | 4,397 | |||||||||||||||
Gross
profit
|
207,291 | 297,158 | 288,363 | 216,294 | 278,201 | |||||||||||||||
Selling,
general and administrative expenses
|
111,110 | 116,482 | 126,848 | 121,897 | 108,527 | |||||||||||||||
Environmental
charge
|
- | - | - | 18,200 | - | |||||||||||||||
Restructuring
charges
|
- | - | - | 3,504 | 2,509 | |||||||||||||||
In-process
research and development charge
|
- | - | 390 | - | - | |||||||||||||||
Other
operating income
|
- | - | - | (4,051 | ) | (3,519 | ) | |||||||||||||
Profit
from operations
|
96,181 | 180,676 | 161,125 | 76,744 | 170,684 | |||||||||||||||
Interest
income
|
22,999 | 40,033 | 43,226 | 21,112 | 7,120 | |||||||||||||||
Interest
expense
|
(1,454 | ) | - | (456 | ) | (139 | ) | (111 | ) | |||||||||||
Other,
net
|
1,894 | (3,143 | ) | (530 | ) | (578 | ) | (1,336 | ) | |||||||||||
Income
before income taxes
|
119,620 | 217,566 | 203,365 | 97,139 | 176,357 | |||||||||||||||
Provision
for income taxes
|
37,868 | 63,701 | 53,892 | 16,293 | 33,499 | |||||||||||||||
Net
income
|
$ | 81,752 | $ | 153,865 | $ | 149,473 | $ | 80,846 | $ | 142,858 | ||||||||||
Income
per share:
|
||||||||||||||||||||
Basic
|
$ | 0.47 | $ | 0.89 | $ | 0.87 | $ | 0.47 | $ | 0.84 | ||||||||||
Diluted
|
$ | 0.47 | $ | 0.89 | $ | 0.87 | $ | 0.47 | $ | 0.84 | ||||||||||
Weighted
average common shares outstanding:
|
||||||||||||||||||||
Basic
|
172,532 | 172,047 | 171,487 | 170,616 | 170,247 | |||||||||||||||
Diluted
|
173,053 | 172,751 | 172,065 | 170,689 | 170,274 | |||||||||||||||
Cash
dividends declared per common share
|
$ | 0.15 | $ | 0.15 | $ | 0.16 | $ | 0.16 | $ | 0.16 | ||||||||||
As
of March 31,
|
2006 | 2007 | 2008 | 2009 | 2010 | |||||||||||||||
Balance
Sheet Data:
|
||||||||||||||||||||
Working
capital
|
$ | 1,032,742 | $ | 1,214,035 | $ | 1,156,689 | $ | 983,102 | $ | 1,123,085 | ||||||||||
Total
assets
|
1,675,208 | 1,899,536 | 2,109,078 | 1,872,529 | 2,051,492 | |||||||||||||||
Stockholders'
equity
|
1,448,109 | 1,635,279 | 1,829,351 | 1,669,753 | 1,801,007 | |||||||||||||||
Years
Ended March 31,
|
2006 | 2007 | 2008 | 2009 | 2010 | |||||||||||||||
Other
Data:
|
||||||||||||||||||||
Capital
expenditures
|
$ | 41,328 | $ | 51,881 | $ | 70,886 | $ | 44,205 | $ | 28,888 | ||||||||||
Research,
development and engineering expenses
|
30,904 | 29,397 | 35,465 | 31,477 | 24,667 |
It
em 7.
|
Management's
Discussion and Analysis of Financial Condition and Results of
Operations
|
Years
Ended March 31,
|
||||||||||||
Sales
revenue (in thousands)
|
2008
|
2009
|
2010
|
|||||||||
Ceramic
Components
|
$ | 211,759 | $ | 165,740 | $ | 155,059 | ||||||
Tantalum
Components
|
312,761 | 268,326 | 280,991 | |||||||||
Advanced
Components
|
433,646 | 434,039 | 369,811 | |||||||||
Total
Passive Components
|
958,166 | 868,105 | 805,861 | |||||||||
KDP
and KKC Resale
|
468,186 | 354,258 | 338,701 | |||||||||
KEC
Resale Connectors
|
86,531 | 76,209 | 73,973 | |||||||||
Total
KED Resale
|
554,717 | 430,467 | 412,674 | |||||||||
Connectors
|
106,392 | 91,041 | 86,431 | |||||||||
Total
Revenue
|
$ | 1,619,275 | $ | 1,389,613 | $ | 1,304,966 |
FY
2012 -
|
FY
2014 -
|
|||||||||||||||||||
Contractual
Obligations (in thousands)
|
Total
|
FY
2011
|
FY
2013
|
FY
2015
|
Thereafter
|
|||||||||||||||
Operating
Leases
|
$ | 19,764 | $ | 6,555 | $ | 7,980 | $ | 3,574 | $ | 1,655 | ||||||||||
Plant
and Equipment
|
$ | 5,608 | $ | 3,094 | $ | 2,514 | $ | - | $ | - |
·
|
Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly.
This addresses the determination of fair values when there
is no active market or where the price inputs represent distressed sales.
It also reaffirms the view in previous guidance that the objective of fair
value measurement is to reflect an asset’s sale price in an orderly
transaction at the date of the financial
statements.
|
·
|
Interim Disclosures
about Fair Value of Financial Instruments.
This enhances
consistency in financial reporting by increasing the frequency of fair
value disclosures to a quarterly instead of annual basis for any financial
instruments that are not currently reflected on the balance sheet at fair
value.
|
·
|
Recognition and
Presentation of Other-Than-Temporary Impairments.
This amends the
other-than-temporary impairment guidance for debt securities and
presentation and disclosure requirements of other-than-temporary
impairments of debt and equity
securities.
|
Ite
m 7A.
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
It
em 8.
|
Financial
Statements and Supplementary Data
|
Page
|
|
43
|
|
44
|
|
45
|
|
46
|
|
47
|
|
77
|
Ite
m 9.
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
|
None.
|
||
Ite
m 9A.
|
Controls
and Procedures
|
Ite
m 9B.
|
Other
Information
|
Ite
m 10.
|
Directors,
Executive Officers and Corporate
Governance
|
Ite
m 11.
|
Executive
Compensation
|
It
em 12.
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
Ite
m 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Ite
m 14.
|
Principal
Accounting Fees and Services
|
It
em 15.
|
Exhibits
and Financial Statement Schedules
|
(a)
|
Financial
Statements and Financial Statement Schedules - See Index to Consolidated
Financial Statements at Item 8 of this report.
|
|
(b)
|
Exhibits:
|
|
As
indicated below, certain of the exhibits to this report are hereby
incorporated by reference from other documents on file with the Securities
and Exchange Commission with which they are filed.
|
||
3.1
|
Restated
Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 (File No. 33-94310) of the Company (the
"Form S-1")).
|
|
3.2
|
By-laws
of AVX Corporation as Amended and Restated March 30, 2009 (incorporated by
reference to Exhibit 3.2 of the Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 31, 2009).
|
|
*10.1
|
Amended
AVX Corporation 1995 Stock Option Plan as amended through October 24, 2000
(incorporated by reference to Exhibit 10.11 to the Quarterly Report on
Form 10-Q of the Company for the quarter ended December 31,
2000).
|
|
*10.2
|
Amended
Non-Employee Directors' Stock Option Plan as amended through February 4,
2003 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q of the Company for the quarter ended December 31,
2002).
|
|
10.3
|
Products
Supply and Distribution Agreement by and between Kyocera Corporation and
AVX Corporation (incorporated by reference to Exhibit 10.4 to the Annual
Report on Form 10-K of the Company for the year ended March 31,
2000).
|
|
*10.4
|
AVX
Nonqualified Supplemental Retirement Plan Amended and Restated effective
January 1, 2008 (the AVX Corporation SERP was merged into this plan
effective January 1, 2005).
|
|
*10.5
|
Deferred
Compensation Plan for Eligible Board Members (incorporated by reference to
Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the
quarter ended December 31, 2002).
|
|
*10.6
|
Employment
Agreement between AVX Corporation and John S. Gilbertson dated December
19, 2008 (incorporated by reference to Exhibit 10.10 to the Quarterly
Report on Form 10-Q of the Company for the quarter ended December 31,
2008).
|
|
*10.7
|
AVX
Corporation 2004 Stock Option Plan as amended through July 23, 2008
(incorporated by reference to Exhibit 10.11 to the Annual Report on Form
10-K of the Company for the year ended March 31, 2004).
|
|
*10.8
|
AVX
Corporation 2004 Non-Employee Directors' Stock Option Plan as amended
through July 28, 2008 (incorporated by reference to Exhibit 10.12 to the
Annual Report on Form 10-K of the Company for the year ended March 31,
2004).
|
|
*10.9
|
Form
of Notice of Grant of Stock Options and Option Agreement for awards
pursuant to AVX Corporation 2004 Stock Option Plan and AVX Corporation
2004 Non-Employee Directors’ Stock Option Plan (incorporated by reference
to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for
the quarterly period ended June 30, 2005).
|
|
*10.10
|
AVX
Corporation Management Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the
quarter ended June 30, 2009).
|
|
10.11
|
Machinery
and Equipment Purchase Agreement by and between Kyocera Corporation and
AVX Corporation (incorporated by reference to Exhibit 10.14 to the Annual
Report on Form 10-K of the Company for the year ended March 31,
2005).
|
|
10.12
|
Materials
Supply Agreement by and between Kyocera Corporation and AVX Corporation
(incorporated by reference to Exhibit 10.15 to the Annual Report on Form
10-K of the Company for the year ended March 31, 2005).
|
AVX
Corporation
|
by:
/s/ Kurt P. Cummings
|
KURT
P. CUMMINGS
|
Vice
President, Chief Financial Officer, Treasurer and
Secretary
|
Dated: May
20, 2010
|
Signature
|
Title
|
Date
|
|
*
|
|||
Kazuo
Inamori
|
Chairman
Emeritus of the Board
|
May
20, 2010
|
|
*
|
|||
John
S. Gilbertson
|
Chairman
of the Board, Chief Executive Officer and President
|
May
20, 2010
|
|
*
|
|||
Donald
B. Christiansen
|
Director
|
May
20, 2010
|
|
*
|
|||
Kensuke
Itoh
|
Director
|
May
20, 2010
|
|
*
|
|||
Makoto
Kawamura
|
Director
|
May
20, 2010
|
|
*
|
|||
Rodney
N. Lanthorne
|
Director
|
May
20, 2010
|
|
*
|
|||
Joseph
Stach
|
Director
|
May
20, 2010
|
|
*
|
|||
David
DeCenzo
|
Director
|
May
20, 2010
|
|
*
|
|||
Tetsuo
Kuba
|
Director
|
May
20, 2010
|
|
*
|
|||
Tatsumi
Maeda
|
Director
|
May
20, 2010
|
|
*
by:
/s/ Kurt P.
Cummings
|
|||
KURT
P. CUMMINGS, Attorney-in-Fact for each of the persons
indicated
|
March
31,
|
||||||||
Assets
|
2009
|
2010
|
||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 522,709 | $ | 415,974 | ||||
Short-term
investments in securities
|
- | 262,709 | ||||||
Available-for-sale
securities
|
24,014 | 9,767 | ||||||
Accounts
receivable - trade, net
|
141,525 | 187,958 | ||||||
Accounts
receivable - affiliates
|
2,190 | 8,025 | ||||||
Inventories
|
365,003 | 357,105 | ||||||
Deferred
income taxes
|
35,016 | 34,663 | ||||||
Prepaid
and other
|
42,047 | 40,157 | ||||||
Total
current assets
|
1,132,504 | 1,316,358 | ||||||
Long-term
investments in securities
|
199,192 | 219,993 | ||||||
Long-term
available-for-sale securities
|
16,565 | 5,339 | ||||||
Property
and equipment:
|
||||||||
Land
|
25,705 | 28,990 | ||||||
Buildings
and improvements
|
301,007 | 310,226 | ||||||
Machinery
and equipment
|
1,125,159 | 1,091,052 | ||||||
Construction
in progress
|
15,651 | 19,404 | ||||||
1,467,522 | 1,449,672 | |||||||
Accumulated
depreciation
|
(1,204,135 | ) | (1,202,643 | ) | ||||
263,387 | 247,029 | |||||||
Goodwill
|
162,263 | 162,401 | ||||||
Intangible
assets - net
|
90,586 | 87,011 | ||||||
Deferred
income taxes - non-current
|
- | 5,167 | ||||||
Other
assets
|
8,032 | 8,194 | ||||||
Total
Assets
|
$ | 1,872,529 | $ | 2,051,492 | ||||
Liabilities
and Stockholders' Equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable - trade
|
$ | 25,294 | $ | 37,151 | ||||
Accounts
payable - affiliates
|
38,681 | 67,270 | ||||||
Income
taxes payable
|
2,928 | 3,532 | ||||||
Accrued
payroll and benefits
|
39,227 | 42,110 | ||||||
Accrued
expenses
|
43,272 | 43,210 | ||||||
Total
current liabilities
|
149,402 | 193,273 | ||||||
Pensions
|
30,335 | 32,015 | ||||||
Other
liabilities
|
23,039 | 25,197 | ||||||
Total
non-current liabilities
|
53,374 | 57,212 | ||||||
Total
Liabilities
|
202,776 | 250,485 | ||||||
Commitments
and contingencies (Note 12)
|
||||||||
Stockholders'
Equity:
|
||||||||
Preferred
stock, par value $.01 per share:
Authorized, 20,000
shares; None issued and outstanding
|
- | - | ||||||
Common stock, par
value $.01 per share:
Authorized, 300,000 shares;
issued, 176,368 shares; outstanding, 170,384
|
1,764 | 1,764 | ||||||
and 170,074 shares
for 2009 and 2010, respectively
|
||||||||
Additional
paid-in capital
|
343,275 | 345,305 | ||||||
Retained
earnings
|
1,402,202 | 1,517,818 | ||||||
Accumulated
other comprehensive income
|
64 | 17,257 | ||||||
Treasury
stock, at cost,
|
(77,552 | ) | (81,137 | ) | ||||
5,984
and 6,295 shares for 2009 and 2010, respectively
|
||||||||
Total
Stockholders' Equity
|
1,669,753 | 1,801,007 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 1,872,529 | $ | 2,051,492 |
Years
Ended March 31,
|
2008
|
2009
|
2010
|
|||||||||
Net
sales
|
$ | 1,619,275 | $ | 1,389,613 | $ | 1,304,966 | ||||||
Cost
of sales
|
1,328,491 | 1,158,196 | 1,027,368 | |||||||||
Vendor
settlement
|
- | - | (5,000 | ) | ||||||||
Restructuring
charges
|
2,421 | 15,123 | 4,397 | |||||||||
Gross
profit
|
288,363 | 216,294 | 278,201 | |||||||||
Selling,
general and administrative expenses
|
126,848 | 121,897 | 108,527 | |||||||||
Environmental
charge
|
- | 18,200 | - | |||||||||
Restructuring
charges
|
- | 3,504 | 2,509 | |||||||||
In-process
research and development charge
|
390 | - | - | |||||||||
Other
operating income
|
- | (4,051 | ) | (3,519 | ) | |||||||
Profit
from operations
|
161,125 | 76,744 | 170,684 | |||||||||
Other
income (expense):
|
||||||||||||
Interest
income
|
43,226 | 21,112 | 7,120 | |||||||||
Interest
expense
|
(456 | ) | (139 | ) | (111 | ) | ||||||
Other,
net
|
(530 | ) | (578 | ) | (1,336 | ) | ||||||
Income
before income taxes
|
203,365 | 97,139 | 176,357 | |||||||||
Provision
for income taxes
|
53,892 | 16,293 | 33,499 | |||||||||
Net
income
|
$ | 149,473 | $ | 80,846 | $ | 142,858 | ||||||
Income
per share:
|
||||||||||||
Basic
|
$ | 0.87 | $ | 0.47 | $ | 0.84 | ||||||
Diluted
|
$ | 0.87 | $ | 0.47 | $ | 0.84 | ||||||
Weighted
average common shares outstanding:
|
||||||||||||
Basic
|
171,487 | 170,616 | 170,247 | |||||||||
Diluted
|
172,065 | 170,689 | 170,274 |
Accumulated | ||||||||||||||||||||||||||||||||
Common Stock | Additional | Other | ||||||||||||||||||||||||||||||
Number | Treasury | Paid-In | Retained | Comprehensive | Comprehensive | |||||||||||||||||||||||||||
Of Shares | Amount | Stock | Capital | Earnings | Income | Total | Income | |||||||||||||||||||||||||
Balance,
March 31, 2007
|
171,674 | $ | 1,764 | $ | (62,491 | ) | $ | 340,911 | $ | 1,226,283 | $ | 128,812 | $ | 1,635,279 | $ | 222,945 | ||||||||||||||||
Net
income
|
149,473 | 149,473 | 149,473 | |||||||||||||||||||||||||||||
Other
comprehensive
|
||||||||||||||||||||||||||||||||
income
|
78,538 | 78,538 | 78,538 | |||||||||||||||||||||||||||||
Dividends
of $0.15
|
||||||||||||||||||||||||||||||||
per
share
|
(27,466 | ) | (27,466 | ) | ||||||||||||||||||||||||||||
Stock-based
|
||||||||||||||||||||||||||||||||
compensation
expense
|
2,749 | 2,749 | ||||||||||||||||||||||||||||||
Adoption
of new
|
||||||||||||||||||||||||||||||||
income
tax guidance
|
1,059 | 1,059 | ||||||||||||||||||||||||||||||
Stock
option activity
|
571 | 7,677 | (1,811 | ) | 5,866 | |||||||||||||||||||||||||||
Tax
benefit of stock
|
||||||||||||||||||||||||||||||||
option
exercises
|
994 | 994 | ||||||||||||||||||||||||||||||
Treasury
stock purchased
|
(1,179 | ) | (17,141 | ) | (17,141 | ) | ||||||||||||||||||||||||||
Balance,
March 31, 2008
|
171,066 | $ | 1,764 | $ | (71,955 | ) | $ | 342,843 | $ | 1,349,349 | $ | 207,350 | $ | 1,829,351 | $ | 228,011 | ||||||||||||||||
Net
income
|
80,846 | 80,846 | 80,846 | |||||||||||||||||||||||||||||
Other
comprehensive
|
||||||||||||||||||||||||||||||||
loss
|
(207,286 | ) | (207,286 | ) | (207,286 | ) | ||||||||||||||||||||||||||
Dividends
of $0.16
|
||||||||||||||||||||||||||||||||
per
share
|
(27,316 | ) | (27,316 | ) | ||||||||||||||||||||||||||||
Stock-based
|
||||||||||||||||||||||||||||||||
compensation
expense
|
2,488 | 2,488 | ||||||||||||||||||||||||||||||
Adoption
of new
|
||||||||||||||||||||||||||||||||
benefit
plan guidance
|
(677 | ) | (677 | ) | ||||||||||||||||||||||||||||
Stock
option activity
|
442 | 5,825 | (2,296 | ) | 3,529 | |||||||||||||||||||||||||||
Tax
benefit of stock
|
||||||||||||||||||||||||||||||||
option
exercises
|
240 | 240 | ||||||||||||||||||||||||||||||
Treasury
stock purchased
|
(1,124 | ) | (11,422 | ) | (11,422 | ) | ||||||||||||||||||||||||||
Balance,
March 31, 2009
|
170,384 | $ | 1,764 | $ | (77,552 | ) | $ | 343,275 | $ | 1,402,202 | $ | 64 | $ | 1,669,753 | $ | (126,440 | ) | |||||||||||||||
Net
income
|
142,858 | 142,858 | 142,858 | |||||||||||||||||||||||||||||
Other
comprehensive
|
||||||||||||||||||||||||||||||||
income
|
17,193 | 17,193 | 17,193 | |||||||||||||||||||||||||||||
Dividends
of $0.16
|
||||||||||||||||||||||||||||||||
per
share
|
(27,242 | ) | (27,242 | ) | ||||||||||||||||||||||||||||
Stock-based
|
||||||||||||||||||||||||||||||||
compensation
expense
|
2,040 | 2,040 | ||||||||||||||||||||||||||||||
Stock
option activity
|
12 | 151 | (18 | ) | 133 | |||||||||||||||||||||||||||
Tax
benefit of stock
|
||||||||||||||||||||||||||||||||
option
exercises
|
8 | 8 | ||||||||||||||||||||||||||||||
Treasury
stock purchased
|
(322 | ) | (3,736 | ) | (3,736 | ) | ||||||||||||||||||||||||||
Balance,
March 31, 2010
|
170,074 | $ | 1,764 | $ | (81,137 | ) | $ | 345,305 | $ | 1,517,818 | $ | 17,257 | $ | 1,801,007 | $ | 160,051 |
Consolidated
Statements of Cash Flows
|
Years
Ended March 31,
|
2008
|
2009
|
2010
|
|||||||||||
Operating
Activities
:
|
||||||||||||||
Net
income
|
$ | 149,473 | $ | 80,846 | $ | 142,858 | ||||||||
Adjustment
to reconcile net income to net cash from operating
activities:
|
||||||||||||||
Depreciation
and amortization
|
55,546 | 66,198 | 58,173 | |||||||||||
In-process
research and development charge
|
390 | - | - | |||||||||||
Stock-based
compensation expense
|
2,749 | 2,488 | 2,040 | |||||||||||
Deferred
income taxes
|
(460 | ) | (9,483 | ) | (8,419 | ) | ||||||||
Loss
on pro rata distribution of available-for-sale securities
|
980 | - | - | |||||||||||
(Gain)
Loss on available-for-sale securities
|
(1,748 | ) | 4,216 | 362 | ||||||||||
Gain
on sale of property, plant & equipment, net of
retirements
|
(189 | ) | (2,847 | ) | (2,546 | ) | ||||||||
Changes
in operating assets and liabilities:
|
||||||||||||||
Accounts
receivable
|
6,320 | 44,648 | (47,462 | ) | ||||||||||
Inventories
|
(23,363 | ) | 7,668 | 14,788 | ||||||||||
Accounts
payable and accrued expenses
|
5,968 | (125,109 | ) | 25,868 | ||||||||||
Income
taxes payable (receivable)
|
(3,506 | ) | (20,124 | ) | 16,390 | |||||||||
Other
assets
|
5,313 | (1,153 | ) | (10,156 | ) | |||||||||
Other
liabilities
|
(15,610 | ) | 17,643 | 8,558 | ||||||||||
Net
cash provided by (used in) operating activities
|
181,863 | 64,991 | 200,454 | |||||||||||
Investing
Activities:
|
||||||||||||||
Purchases
of property and equipment
|
(70,886 | ) | (44,205 | ) | (28,888 | ) | ||||||||
Purchase
of business, net of cash acquired
|
(226,107 | ) | - | - | ||||||||||
Pro
rata distribution of available-for-sale securities
|
(114,705 | ) | - | - | ||||||||||
Sales
and redemptions of available-for-sale securities
|
26,461 | 42,447 | 29,006 | |||||||||||
Purchases
of investment securities
|
(159,000 | ) | (309,193 | ) | (943,231 | ) | ||||||||
Sales
and redemptions of investment securities
|
284,000 | 269,000 | 659,523 | |||||||||||
Proceeds
from property, plant & equipment dispositions
|
2,261 | 6,106 | 6,050 | |||||||||||
Contingent
consideration for a prior acquisition
|
- | (6,677 | ) | (63 | ) | |||||||||
Other
investing activities
|
- | 202 | (870 | ) | ||||||||||
Net
cash provided by (used in) investing activities
|
(257,976 | ) | (42,320 | ) | (278,473 | ) | ||||||||
Financing
Activities:
|
||||||||||||||
Repayment
of debt
|
(5,367 | ) | - | - | ||||||||||
Dividends
paid
|
(27,466 | ) | (27,316 | ) | (27,242 | ) | ||||||||
Purchase
of treasury stock
|
(17,141 | ) | (11,422 | ) | (3,736 | ) | ||||||||
Proceeds
from exercise of stock options
|
5,866 | 3,529 | 133 | |||||||||||
Excess
tax benefit from stock-based payment arrangements
|
994 | 240 | 8 | |||||||||||
Other
financing activities
|
- | - | 1,732 | |||||||||||
Net
cash provided by (used in) financing activities
|
(43,114 | ) |
-
|
(34,969 | ) |
-
|
(29,105 | ) | ||||||
Effect
of exchange rate on cash
|
3,709 | (33,857 | ) | 389 | ||||||||||
Increase
(decrease) in cash and cash equivalents
|
(115,518 | ) | (46,155 | ) | (106,735 | ) | ||||||||
Cash
and cash equivalents at beginning of period
|
684,382 | 568,864 | 522,709 | |||||||||||
Cash
and cash equivalents at end of period
|
$ | 568,864 | $ | 522,709 | $ | 415,974 |
See accompanying notes to
consolidated financial
statements.
|
1.
|
Summary
of Significant Accounting
Policies:
|
Years
Ended March 31,
|
||||||||||||
2008
|
2009
|
2010
|
||||||||||
Engineering
expense:
|
||||||||||||
Cost
of sales
|
$ | 20,619 | $ | 17,283 | $ | 17,200 | ||||||
Selling
general and administrative expense
|
2,396 | 2,491 | 636 | |||||||||
Total
engineering expense
|
$ | 23,015 | $ | 19,774 | $ | 17,836 |
·
|
Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not
Orderly.
This addresses the determination of fair values when there
is no active market or where the price inputs represent distressed sales.
It also reaffirms the view in previous guidance that the objective of fair
value measurement is to reflect an asset’s sale price in an orderly
transaction at the date of the financial
statements.
|
·
|
Interim Disclosures
about Fair Value of Financial Instruments.
This enhances
consistency in financial reporting by increasing the frequency of fair
value disclosures to a quarterly instead of annual basis for any financial
instruments that are not currently reflected on the balance sheet at fair
value.
|
·
|
Recognition and
Presentation of Other-Than-Temporary Impairments.
This amends the
other-than-temporary impairment guidance for debt securities and
presentation and disclosure requirements of other-than-temporary
impairments of debt and equity
securities.
|
2.
|
Earnings
Per
Share:
|
2008
|
2009
|
2010
|
||||||||||
Net
Income
|
$ | 149,473 | $ | 80,846 | $ | 142,858 | ||||||
Computation
of Basic EPS:
|
||||||||||||
Weighted
Average Shares Outstanding used in Computing Basic EPS
|
171,487 | 170,616 | 170,247 | |||||||||
Basic
earnings per share
|
$ | 0.87 | $ | 0.47 | $ | 0.84 | ||||||
Computation
of Diluted EPS:
|
||||||||||||
Weighted
Average Shares Outstanding
|
171,487 | 170,616 | 170,247 | |||||||||
Effect
of stock options
|
578 | 73 | 27 | |||||||||
Shares
used in Computing Diluted EPS
(1)
|
172,065 | 170,689 | 170,274 | |||||||||
Diluted
Income per share
|
$ | 0.87 | $ | 0.47 | $ | 0.84 |
3.
|
Comprehensive
Income:
|
Years
Ended March 31,
|
||||||||||||
2008
|
2009
|
2010
|
||||||||||
Net
income
|
$ | 149,473 | $ | 80,846 | $ | 142,858 | ||||||
Other
comprehensive income (loss):
|
||||||||||||
Pension
liability and other savings plan liability adjustment
|
6,677 | (4,882 | ) | (2,215 | ) | |||||||
Foreign
currency translation adjustment
|
70,909 | (196,686 | ) | 16,564 | ||||||||
Foreign
currency cash flow hedges
|
2,041 | (3,954 | ) | 314 | ||||||||
Unrealized
gain (loss) on available-for-sale securities
|
(1,089 | ) | (1,764 | ) | 2,530 | |||||||
Comprehensive
income (loss)
|
$ | 228,011 | $ | (126,440 | ) | $ | 160,051 |
Years
Ended March 31,
|
||||||||||||
2008
|
2009
|
2010
|
||||||||||
Pension
liability and other savings plan liability adjustment
|
$ | (22,291 | ) | $ | (27,173 | ) | $ | (29,388 | ) | |||
Foreign
currency translation adjustment
|
227,838 | 31,152 | 47,716 | |||||||||
Foreign
currency cash flow hedges
|
2,892 | (1,062 | ) | (748 | ) | |||||||
Unrealized
loss on available-for-sale securities
|
(1,089 | ) | (2,853 | ) | (323 | ) | ||||||
Balance
at end of period
|
$ | 207,350 | $ | 64 | $ | 17,257 |
4.
|
Fair
Value:
|
§
|
Level 1
: Unadjusted
quoted prices in active markets for identical assets and
liabilities.
|
§
|
Level 2
: Observable
inputs other than those included in Level 1. For example, quoted prices
for similar assets or liabilities in active markets or quoted prices for
identical assets or liabilities in inactive
markets.
|
§
|
Level 3
: Unobservable
inputs reflecting management’s own assumptions about the inputs used in
pricing the asset or liability.
|
Based
on
|
||||||||||||||||
Fair
Value at March 31, 2009
|
Quoted
prices in active markets (Level 1)
|
Other
observable inputs
(Level
2)
|
Unobservable
inputs
(Level
3)
|
|||||||||||||
Assets
measured at fair value on a recurring basis:
|
||||||||||||||||
Available-for-sale
investment securities - short-term
|
$ | 24,014 | $ | - | $ | 19,813 | $ | 4,201 | ||||||||
Available-for-sale
investment securities - long-term
|
16,565 | - | 13,668 | 2,897 | ||||||||||||
Assets
held in the non-qualified deferred compensation program
(1)
|
7,265 | 7,265 | - | - | ||||||||||||
Total
|
$ | 47,844 | $ | 7,265 | $ | 33,481 | $ | 7,098 |
Based
on
|
||||||||||||||||
Fair
Value at March 31, 2009
|
Quoted
prices in active markets
(Level
1)
|
Other
observable inputs
(Level
2)
|
Unobservable
inputs
(Level
3)
|
|||||||||||||
Liabilities
measured at fair value on a recurring basis:
|
||||||||||||||||
Obligation
related to assets held in the non-qualified deferred
compensation
program
(1)
|
$ | 7,265 | $ | 7,265 | $ | - | $ | - | ||||||||
Foreign
currency derivatives
(2)
|
1,025 | - | 1,025 | - | ||||||||||||
Total
|
$ | 8,290 | $ | 7,265 | $ | 1,025 | $ | - |
Based
on
|
||||||||||||||||
Fair
Value at March 31, 2010
|
Quoted
prices in active markets
(Level
1)
|
Other
observable inputs
(Level
2)
|
Unobservable
inputs
(Level
3)
|
|||||||||||||
Assets
measured at fair value on a recurring basis:
|
||||||||||||||||
Available-for-sale
investment securities - short-term
|
$ | 9,767 | $ | 3 | $ | 9,537 | $ | 227 | ||||||||
Available-for-sale
investment securities - long-term
|
5,340 | 5,216 | 124 | |||||||||||||
Assets
held in the non-qualified deferred compensation program
(1)
|
9,400 | 9,400 | ||||||||||||||
Total
|
$ | 24,507 | $ | 9,403 | $ | 14,753 | $ | 351 |
Based
on
|
||||||||||||||||
Fair
Value at March 31, 2010
|
Quoted
prices in active markets
(Level
1)
|
Other
observable inputs
(Level
2)
|
Unobservable
inputs
(Level
3)
|
|||||||||||||
Liabilities
measured at fair value on a recurring basis:
|
||||||||||||||||
Obligation
related to assets held in the non-qualified deferred
compensation
program
(1)
|
$ | 9,400 | $ | 9,400 | ||||||||||||
Foreign
currency derivatives
(2)
|
919 | 919 | ||||||||||||||
Total
|
$ | 10,319 | $ | 9,400 | $ | 919 | $ | - |
5.
|
Restructuring
Activities:
|
Asset
|
Other
|
|||||||||||||||
$(000's)
|
Workforce
|
Impairment
|
Facility
|
|||||||||||||
Reductions
|
Write-down
|
Closure
Costs
|
Total
|
|||||||||||||
Balance
at March 31, 2008
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Charges
|
16,545 | 1,005 | 1,077 | 18,627 | ||||||||||||
Utilization
/ Payments
|
(11,538 | ) | (1,005 | ) | (945 | ) | (13,488 | ) | ||||||||
Foreign
Currency Translation
|
(191 | ) | - | (8 | ) | (199 | ) | |||||||||
Balance
at March 31, 2009
|
$ | 4,816 | $ | - | $ | 124 | $ | 4,940 | ||||||||
Charges
|
5,964 | 447 | 503 | 6,914 | ||||||||||||
Utilization
/ Payments / Adjustments
|
(9,247 | ) | (447 | ) | (354 | ) | (10,048 | ) | ||||||||
Foreign
Currency Translation
|
33 | - | 32 | 65 | ||||||||||||
Balance
at March 31, 2010
|
$ | 1,566 | $ | - | $ | 305 | $ | 1,871 |
6.
|
Accounts
Receivable:
|
Accounts
receivable at March 31 consisted of:
|
2009
|
2010
|
||||||
Trade
|
$ | 161,563 | $ | 207,166 | ||||
Less:
|
||||||||
Allowances
for doubtful accounts
|
947 | 563 | ||||||
Ship
from stock and debit and stock rotation
|
12,169 | 11,964 | ||||||
Sales
returns and discounts
|
6,922 | 6,681 | ||||||
Total
allowances
|
20,038 | 19,208 | ||||||
$ | 141,525 | $ | 187,958 |
2008
|
2009
|
2010
|
||||||||||
Allowances
for doubtful accounts:
|
||||||||||||
Beginning
Balance
|
$ | 1,705 | $ | 1,303 | $ | 947 | ||||||
Charges
|
(402 | ) | (276 | ) | (196 | ) | ||||||
Applications
|
(15 | ) | (47 | ) | (199 | ) | ||||||
Translation
and other
|
15 | (33 | ) | 11 | ||||||||
Ending
Balance
|
$ | 1,303 | $ | 947 | $ | 563 | ||||||
Ship
from stock and debit and stock rotation:
|
||||||||||||
Beginning
Balance
|
$ | 11,918 | $ | 12,941 | $ | 12,169 | ||||||
Charges
|
42,979 | 38,459 | 29,544 | |||||||||
Applications
|
(41,977 | ) | (39,096 | ) | (29,749 | ) | ||||||
Translation
and other
|
21 | (135 | ) | 0 | ||||||||
Ending
Balance
|
$ | 12,941 | $ | 12,169 | $ | 11,964 | ||||||
Sales
returns and discounts:
|
||||||||||||
Beginning
Balance
|
$ | 9,140 | $ | 9,253 | $ | 6,922 | ||||||
Charges
|
28,080 | 21,156 | 17,790 | |||||||||
Applications
|
(28,022 | ) | (22,698 | ) | (18,030 | ) | ||||||
Translation
and other
|
55 | (789 | ) | (1 | ) | |||||||
Ending
Balance
|
$ | 9,253 | $ | 6,922 | $ | 6,681 |
7.
|
Inventories:
|
Inventories
at March 31 consisted of:
|
2009
|
2010
|
||||||
Finished
goods
|
$ | 106,688 | $ | 92,180 | ||||
Work
in process
|
78,498 | 85,740 | ||||||
Raw
materials and supplies
|
179,817 | 179,185 | ||||||
$ | 365,003 | $ | 357,105 |
8.
|
Financial
Instruments and Investments in
Securities:
|
2009
|
||||||||||||||||
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized Losses
|
Estimated
Fair Value
|
|||||||||||||
Long-term
investments:
|
||||||||||||||||
U.S.
government and agency securities
|
$ | 199,192 | $ | 175 | $ | (758 | ) | $ | 198,609 | |||||||
$ | 199,192 | $ | 175 | $ | (758 | ) | $ | 198,609 |
2010
|
||||||||||||||||
Cost
|
Gross
Unrealized Gains
|
Gross
Unrealized Losses
|
Estimated
Fair Value
|
|||||||||||||
Short-term
investments:
|
||||||||||||||||
U.S.
government and agency securities
|
$ | 40,000 | $ | 247 | $ | (25 | ) | $ | 40,222 | |||||||
Time
deposits
|
222,709 | - | - | 222,709 | ||||||||||||
Long-term
investments:
|
||||||||||||||||
U.S.
government and agency securities
|
219,993 | 131 | (468 | ) | 219,656 | |||||||||||
$ | 482,702 | $ | 378 | $ | (493 | ) | $ | 482,587 |
Held-to-Maturity
|
||||||||
Amortized
Cost
|
Estimated
Fair Value
|
|||||||
Due
in one year or less
|
$ | 262,709 | $ | 262,931 | ||||
Due
after one year through five years
|
219,993 | 219,656 | ||||||
Total
|
$ | 482,702 | $ | 482,587 |
9.
|
Income
Taxes:
|
Years
Ended March 31,
|
2008
|
2009
|
2010
|
|||||||||
Domestic
|
$ | 68,893 | $ | 48,080 | $ | 56,826 | ||||||
Foreign
|
134,472 | 49,059 | 119,531 | |||||||||
$ | 203,365 | $ | 97,139 | $ | 176,357 |
Years
Ended March 31,
|
2008
|
2009
|
2010
|
|||||||||
Current:
|
||||||||||||
Federal/State
|
$ | 32,342 | $ | 18,254 | $ | 30,647 | ||||||
Foreign
|
22,010 | 7,522 | 11,271 | |||||||||
54,352 | 25,776 | 41,918 | ||||||||||
Deferred:
|
||||||||||||
Federal/State
|
(8,354 | ) | (6,837 | ) | (21,211 | ) | ||||||
Foreign
|
7,894 | (2,646 | ) | 12,792 | ||||||||
(460 | ) | (9,483 | ) | (8,419 | ) | |||||||
$ | 53,892 | $ | 16,293 | $ | 33,499 |
March
31,
|
2009
|
2010
|
||||||||||||||
Current:
|
Assets
|
Liabilities
|
Assets
|
Liabilities
|
||||||||||||
Sales
and receivable allowances
|
$ | 9,006 | $ | - | $ | 8,432 | $ | - | ||||||||
Inventory
reserves
|
10,302 | - | 8,850 | - | ||||||||||||
Accrued
expenses and other
|
20,295 | 10 | 22,509 | 105 | ||||||||||||
Sub
total
|
39,603 | 10 | 39,791 | 105 | ||||||||||||
Less
valuation allowances
|
(4,577 | ) | - | (5,023 | ) | - | ||||||||||
Total
Current
|
$ | 35,026 | $ | 10 | $ | 34,768 | $ | 105 |
March
31,
|
2009
|
2010
|
||||||||||||||
Non-current:
|
Assets
|
Liabilities
|
Assets
|
Liabilities
|
||||||||||||
Tax
over book depreciation / amortization
|
$ | 15,814 | $ | 26,637 | $ | 19,521 | $ | 24,351 | ||||||||
Deduction
of foreign branch losses
|
- | 30,578 | - | 14,789 | ||||||||||||
Pension
obligations
|
12,237 | - | 12,156 | - | ||||||||||||
Other,
net
|
5,566 | 4,137 | 6,369 | 5,965 | ||||||||||||
Net
operating loss and tax credit carry forwards
|
103,254 | - | 86,132 | - | ||||||||||||
Sub
total
|
136,871 | 61,352 | 124,178 | 45,105 | ||||||||||||
Less
valuation allowances
|
(78,144 | ) | - | (73,906 | ) | - | ||||||||||
Total
Non-current
|
$ | 58,727 | $ | 61,352 | $ | 50,272 | $ | 45,105 |
Years
Ended March 31,
|
|||||
2008
|
2009
|
2010
|
|||
U.S.
Federal statutory rate
|
35.0%
|
35.0%
|
35.0%
|
||
Increase
(decrease) in tax rate resulting from:
|
|||||
State
income taxes, net of federal benefit
|
1.0
|
1.3
|
0.9
|
||
Effect
of foreign operations
|
(8.6)
|
(8.5)
|
(8.1)
|
||
Change
in valuation allowance
|
0.4
|
0.3
|
(2.2)
|
||
Reinvestment
Allowances
|
-
|
(3.8)
|
0.0
|
||
Foreign
branch losses not subject to recapture
|
(3.9)
|
(8.7)
|
(9.4)
|
||
Other,
net
|
2.6
|
1.2
|
2.8
|
||
Effective
tax rate
|
26.5%
|
16.8%
|
19.0%
|
Balance
at April 1, 2007
|
$ | 4,503 | ||
Additions
for tax positions of prior years
|
432 | |||
Reductions
for tax positions of prior years
|
(428 | ) | ||
Balance
at March 31, 2008
|
$ | 4,507 | ||
Additions
for tax positions of prior years
|
2,375 | |||
Reductions
for tax positions of prior years
|
(1,781 | ) | ||
Balance
at March 31, 2009
|
$ | 5,101 | ||
Additions
for tax positions of prior years
|
7,554 | |||
Reductions
for tax positions of prior years
|
(50 | ) | ||
Balance
at March 31, 2010
|
$ | 12,605 |
10.
|
Employee
Retirement Plans:
|
Years
Ended March 31,
|
||||||||||||||||
U.S.
Plans
|
International
Plans
|
|||||||||||||||
2009
|
2010
|
2009
|
2010
|
|||||||||||||
Change
in benefit obligation:
|
||||||||||||||||
Benefit
obligation at beginning of year
|
$ | 29,244 | $ | 26,895 | $ | 135,522 | $ | 87,834 | ||||||||
Service
cost
|
554 | 383 | 862 | 463 | ||||||||||||
Interest
cost
|
2,257 | 1,839 | 6,916 | 5,902 | ||||||||||||
Plan
participants' contributions
|
- | - | 409 | 265 | ||||||||||||
Actuarial
gain/(loss)
|
(2,967 | ) | 4,114 | (13,235 | ) | 22,459 | ||||||||||
Benefits
paid
|
(2,193 | ) | (1,891 | ) | (5,374 | ) | (5,732 | ) | ||||||||
Curtailment
|
- | - | - | (547 | ) | |||||||||||
Foreign
currency exchange rate changes
|
- | - | (37,266 | ) | 3,671 | |||||||||||
Benefit
obligation at end of year
|
$ | 26,895 | $ | 31,340 | $ | 87,834 | $ | 114,315 | ||||||||
Change
in plan assets:
|
||||||||||||||||
Fair
value of plan assets at beginning of year
|
$ | 27,691 | $ | 19,939 | $ | 110,755 | $ | 63,999 | ||||||||
Actual
return on assets
|
(6,330 | ) | 6,957 | (15,475 | ) | 19,019 | ||||||||||
Employer
contributions
|
771 | 1,867 | 5,132 | 5,903 | ||||||||||||
Plan
participants' contributions
|
- | - | 409 | 265 | ||||||||||||
Benefits
paid
|
(2,193 | ) | (1,891 | ) | (5,374 | ) | (5,732 | ) | ||||||||
Foreign
currency exchange rate changes
|
- | - | (31,448 | ) | 2,842 | |||||||||||
Fair
value of plan assets at end of year
|
19,939 | 26,872 | 63,999 | 86,296 | ||||||||||||
Funded
status
|
$ | (6,956 | ) | $ | (4,468 | ) | $ | (23,835 | ) | $ | (28,019 | ) |
March
31,
|
||||
2009
|
2010
|
|||
Assumptions:
|
||||
Discount
rates
|
6.00
- 7.25%
|
5.05
- 5.75%
|
||
Increase
in compensation
|
4.00%
|
4.25%
|
Years
Ended March 31,
|
||||||||||||||||
U.S.
Plans
|
International
Plans
|
|||||||||||||||
2009
|
2010
|
2009
|
2010
|
|||||||||||||
Beginning
balance
|
$ | 4,741 | $ | 10,409 | $ | 26,459 | $ | 26,760 | ||||||||
Net
(gain) loss incurred during the year
|
5,885 | (1,333 | ) | 8,417 | 8,059 | |||||||||||
Amortization
of net loss
|
(196 | ) | (581 | ) | (814 | ) | (1,448 | ) | ||||||||
Amortization
of prior service cost
|
(21 | ) | (10 | ) | - | - | ||||||||||
Exchange
|
- | - | (7,302 | ) | 464 | |||||||||||
$ | 10,409 | $ | 8,485 | $ | 26,760 | $ | 33,835 |
Years
Ended March 31,
|
||||||||||||||||
U.S.
Plans
|
International
Plans
|
|||||||||||||||
2009
(1)
|
2010
(2)
|
2009
(1)
|
2010
(2)
|
|||||||||||||
Unrecognized
net actuarial loss
|
$ | 6,482 | $ | 5,294 | $ | 19,267 | $ | 24,361 | ||||||||
Unamortized
prior service cost
|
24 | 9 | - | - | ||||||||||||
$ | 6,506 | $ | 5,303 | $ | 19,267 | $ | 24,361 |
Years
Ended March 31,
|
||||||||||||
2008
|
2009
|
2010
|
||||||||||
Service
cost
|
$ | 2,164 | $ | 1,263 | $ | 876 | ||||||
Interest
cost
|
8,387 | 8,390 | 8,119 | |||||||||
Expected
return on plan assets
|
(8,458 | ) | (8,196 | ) | (6,130 | ) | ||||||
Amortization
of prior service cost
|
42 | 16 | 10 | |||||||||
Recognized
actuarial loss
|
1,800 | 971 | 2,029 | |||||||||
Net
periodic pension cost
|
$ | 3,935 | $ | 2,444 | $ | 4,904 |
March
31,
|
||||||
2008
|
2009
|
2010
|
||||
Assumptions:
|
||||||
Discount
rates
|
4.50-5.80%
|
5.50-6.25%
|
5.20
- 7.25%
|
|||
Increase
in compensation
|
3.90%
|
3.90%
|
4.00%
|
|||
Expected
long-term rate of return on plan assets
|
6.60-7.50%
|
6.60-7.50%
|
6.50
- 7.50%
|
Based
on
|
||||||||||||||||
Fair
Value at March 31, 2010
|
Quoted
prices in active markets
(Level
1)
|
Other
observable inputs
(Level
2)
|
Unobservable
inputs
(Level
3)
|
|||||||||||||
Assets
measured at fair value on a recurring basis:
|
||||||||||||||||
U.S.
Defined Benefit Plan Assets:
|
||||||||||||||||
Pooled
Separate Accounts
|
$ | 25,456 | $ | - | $ | 25,456 | $ | - | ||||||||
Guaranteed
Deposit Account
|
1,404 | - | 1,404 | - | ||||||||||||
International
Defined Benefit Plan Assets:
|
||||||||||||||||
Cash
|
507 | 507 | - | - | ||||||||||||
Pooled
Separate Accounts
|
85,324 | - | 85,324 | - | ||||||||||||
Total
|
$ | 112,691 | $ | 507 | $ | 112,184 | $ | - |
March
31, 2009
|
March
31, 2010
|
|||||||
Asset
Category
|
U.S.
Plans
|
International
Plans
|
U.S.
Plans
|
International
Plans
|
||||
Equity
securities
|
49%
|
50%
|
53%
|
50%
|
||||
Debt
securities
|
45%
|
50%
|
42%
|
50%
|
||||
Other
|
6%
|
0%
|
5%
|
0%
|
||||
Total
|
100%
|
100%
|
100%
|
100%
|
Years
ended March 31,
|
U.S.
Plans
|
International
Plans
|
||||
2011
|
$ | 1,549 | $ | 4,279 | ||
2012
|
1,567 | 4,536 | ||||
2013
|
1,680 | 4,808 | ||||
2014
|
1,763 | 5,097 | ||||
2015
|
1,887 | 5,386 | ||||
2016-2020 | 10,366 | 32,211 |
11.
|
Stock
Based
Compensation
:
|
Number
of Shares
|
Average
Price (a)
|
Average
Life (years) (b)
|
Aggregated
Intrinsic Value (c)
|
|||||||||||||
Outstanding
at March 31, 2009
|
4,450 | $ | 16.31 | |||||||||||||
Options
granted
|
530 | 9.71 | ||||||||||||||
Options
exercised
|
(12 | ) | 11.33 | $ | 23 | |||||||||||
Options
cancelled/forfeited
|
(90 | ) | 16.13 | |||||||||||||
Outstanding
at March 31, 2010
|
4,878 | $ | 15.61 | 4.67 | $ | - | ||||||||||
Exercisable
at March 31, 2010
|
3,623 | $ | 16.60 | 3.45 | $ | - |
(a)
|
Weighted-average
exercise price
|
(b)
|
Weighted-average
contractual life remaining
|
(c)
|
Options
outstanding and exercisable at March 31, 2010 have a negative aggregated
intrinsic value
|
Number
of Shares
|
Weighted
Average Grant-Date Fair Value
|
|||||||
Unvested
balance at March 31, 2009
|
1,245 | $ | 4.69 | |||||
Options
granted
|
530 | 2.18 | ||||||
Options
forfeited
|
(22 | ) | 4.35 | |||||
Options
vested
|
(498 | ) | 5.53 | |||||
Unvested
balance at March 31, 2010
|
1,255 | $ | 2.65 |
2008
|
2009
|
2010
|
||||
Grants
|
Grants
|
Grants
|
||||
Expected
life (years)
|
5
|
5
|
5
|
|||
Interest
rate
|
4.53%
|
3.22%
|
2.41%
|
|||
Volatility
|
32.51%
|
28.46%
|
26.60%
|
|||
Dividend
yield
|
0.88%
|
1.24%
|
1.65%
|
12.
|
Commitments
and Contingencies:
|
13.
|
Derivative
Financial Instruments:
|
Fair
Value of Derivative Instruments
|
||||||||||
Asset
Derivatives
|
Liability
Derivatives
|
|||||||||
Balance
|
Balance
|
|||||||||
Sheet
|
Fair
|
Sheet
|
Fair
|
|||||||
Caption
|
Value
|
Caption
|
Value
|
|||||||
Foreign
exchange contracts
|
Prepaid
and other
|
$ | 1,355 |
Accrued
expenses
|
$ | 2,701 | ||||
Fair
Value of Derivative Instruments
|
||||||||||
Asset
Derivatives
|
Liability
Derivatives
|
|||||||||
Balance
|
Balance
|
|||||||||
Sheet
|
Fair
|
Sheet
|
Fair
|
|||||||
Caption
|
Value
|
Caption
|
Value
|
|||||||
Foreign
exchange contracts
|
Prepaid
and other
|
$ | 856 |
Accrued
expenses
|
$ | 1,795 | ||||
Fair
Value of Derivative Instruments
|
||||||||||
Asset
Derivatives
|
Liability
Derivatives
|
|||||||||
Balance
|
Balance
|
|||||||||
Sheet
|
Fair
|
Sheet
|
Fair
|
|||||||
Caption
|
Value
|
Caption
|
Value
|
|||||||
Foreign
exchange contracts
|
Prepaid
and other
|
$ | 518 |
Accrued
expenses
|
$ | 1,232 | ||||
Fair
Value of Derivative Instruments
|
||||||||||
Asset
Derivatives
|
Liability
Derivatives
|
|||||||||
Balance
|
Balance
|
|||||||||
Sheet
|
Fair
|
Sheet
|
Fair
|
|||||||
Caption
|
Value
|
Caption
|
Value
|
|||||||
Foreign
exchange contracts
|
Prepaid
and other
|
$ | 61 |
Accrued
expenses
|
$ | 41 | ||||
14.
|
Transactions
With Affiliate:
|
Years
Ended March 31,
|
||||||||||||
2008
|
2009
|
2010
|
||||||||||
Sales:
|
||||||||||||
Product
and equipment sales to affiliates
|
$ | 30,755 | $ | 16,790 | $ | 26,985 | ||||||
Subcontracting
activities
|
1,080 | 287 | - | |||||||||
Purchases:
|
||||||||||||
Purchases
of resale inventories, raw materials,
supplies,
equipment and services
|
517,185 | 389,639 | 287,531 | |||||||||
Other:
|
||||||||||||
Dividends
paid
|
19,488 | 19,488 | 19,488 |
15.
|
Segment
and Geographic Information:
|
Sales
revenue (in thousands)
|
2008
|
2009
|
2010
|
|||||||||
Ceramic
Components
|
$ | 211,759 | $ | 165,740 | $ | 155,059 | ||||||
Tantalum
Components
|
312,761 | 268,326 | 280,991 | |||||||||
Advanced
Components
|
433,646 | 434,039 | 369,811 | |||||||||
Total
Passive Components
|
958,166 | 868,105 | 805,861 | |||||||||
KDP
and KKC Resale
|
468,186 | 354,258 | 338,701 | |||||||||
KEC
Resale Connectors
|
86,531 | 76,209 | 73,973 | |||||||||
Total
KED Resale
|
554,717 | 430,467 | 412,674 | |||||||||
Connectors
|
106,392 | 91,041 | 86,431 | |||||||||
Total
Revenue
|
$ | 1,619,275 | $ | 1,389,613 | $ | 1,304,966 |
2008
|
2009
|
2010
|
||||||||||
Operating
profit:
|
||||||||||||
Passive
components
|
$ | 154,816 | $ | 110,428 | $ | 175,790 | ||||||
KED
Resale
|
41,750 | 20,242 | 26,453 | |||||||||
Connectors
|
8,809 | 3,602 | 9,167 | |||||||||
Research
& development
|
(12,450 | ) | (11,703 | ) | (6,831 | ) | ||||||
Corporate
administration
|
(31,800 | ) | (45,825 | ) | (33,895 | ) | ||||||
Total
|
$ | 161,125 | $ | 76,744 | $ | 170,684 |
2008
|
2009
|
2010
|
||||||||||
Depreciation
and amortization:
|
||||||||||||
Passive
components
|
$ | 45,052 | $ | 54,262 | $ | 47,774 | ||||||
KED
Resale
|
742 | 809 | 453 | |||||||||
Connectors
|
5,964 | 5,363 | 4,397 | |||||||||
Research
& development
|
759 | 1,083 | 761 | |||||||||
Corporate
administration
|
3,029 | 4,681 | 4,788 | |||||||||
Total
|
$ | 55,546 | $ | 66,198 | $ | 58,173 |
2008
|
2009
|
2010
|
||||||||||
Assets:
|
||||||||||||
Passive
components
|
$ | 755,897 | $ | 639,993 | $ | 525,631 | ||||||
KED
Resale
|
48,024 | 33,299 | 38,264 | |||||||||
Connectors
|
55,928 | 48,808 | 39,512 | |||||||||
Research
& development
|
6,797 | 6,965 | 5,136 | |||||||||
Cash,
A/R and S/T and L/T investments
|
1,019,081 | 906,195 | 1,196,777 | |||||||||
Goodwill
- Passive components
|
148,736 | 151,985 | 152,124 | |||||||||
Goodwill
- Connectors
|
10,277 | 10,277 | 10,277 | |||||||||
Corporate
administration
|
64,338 | 75,007 | 83,771 | |||||||||
Total
|
$ | 2,109,078 | $ | 1,872,529 | $ | 2,051,492 |
2008
|
2009
|
2010
|
||||||||||
Capital
expenditures:
|
||||||||||||
Passive
components
|
$ | 64,178 | $ | 38,284 | $ | 26,986 | ||||||
KED
Resale
|
65 | 408 | 98 | |||||||||
Connectors
|
5,524 | 4,011 | 1,669 | |||||||||
Research
& development
|
1,040 | 1,347 | 89 | |||||||||
Corporate
administration
|
79 | 155 | 46 | |||||||||
Total
|
$ | 70,886 | $ | 44,205 | $ | 28,888 |
Years
Ended March 31,
|
||||||||||||
2008
|
2009
|
2010
|
||||||||||
Net
sales:
|
||||||||||||
Americas
|
$ | 435,484 | $ | 432,549 | $ | 403,348 | ||||||
Europe
|
382,137 | 339,277 | 309,486 | |||||||||
Asia
|
801,654 | 617,787 | 592,132 | |||||||||
Total
|
$ | 1,619,275 | $ | 1,389,613 | $ | 1,304,966 | ||||||
Property,
plant and equipment, net:
|
||||||||||||
Americas
|
$ | 134,199 | $ | 126,246 | $ | 122,312 | ||||||
Europe
|
145,956 | 100,394 | 92,924 | |||||||||
Asia
|
36,417 | 36,747 | 31,793 | |||||||||
Total
|
$ | 316,572 | $ | 263,387 | $ | 247,029 |
16.
|
Acquisition:
|
Assets
and Liabilities Acquired
|
||||
Accounts
receivable
|
$ | 12,818 | ||
Inventory
|
29,360 | |||
Other
current assets and liabilities
|
11,517 | |||
Working
capital
|
$ | 53,695 | ||
Property
and equipment
|
31,825 | |||
Intangible
assets
|
97,440 | |||
Long-term
debt
|
(4,803 | ) | ||
Deferred
taxes
|
(29,213 | ) | ||
Total
identified assets and liabilities
|
$ | 148,944 | ||
Purchase
price
|
$ | 234,091 | ||
Goodwill
|
$ | 85,147 |
March
31, 2009
|
March
31, 2010
|
|||||||||||||||
Gross
Carrying Amount
|
Accumulated
Amortization
|
Gross
Carrying Amount
|
Accumulated
Amortization
|
|||||||||||||
Amortized
intangible assets
|
||||||||||||||||
Customer
relationships
|
$ | 51,000 | $ | (4,249 | ) | $ | 51,000 | $ | (7,082 | ) | ||||||
Developed
technology and other
|
12,050 | (2,215 | ) | 12,050 | (3,690 | ) | ||||||||||
Total
|
$ | 63,050 | $ | (6,464 | ) | $ | 63,050 | $ | (10,772 | ) |
Years
ended March 31,
|
Estimated
Amortization Expense
|
|||
2011
|
$ | 4,299 | ||
2012
|
4,291 | |||
2013
|
4,291 | |||
2014
|
4,083 | |||
2015
|
3,553 |
Gross
Carrying Amount
|
||||||||
March
31, 2009
|
March
31, 2010
|
|||||||
Unamortized
intangible assets
|
||||||||
Trade
name and trademarks
|
$ | 34,000 | $ | 34,000 | ||||
Total
|
$ | 34,000 | $ | 34,000 |
17.
|
Summary
of Quarterly Financial Information
(Unaudited):
|
First
Quarter
|
Second
Quarter
|
|||||||||||||||
2009
|
2010
|
2009
|
2010
|
|||||||||||||
Net
sales
|
$ | 396,889 | $ | 292,040 | $ | 400,280 | $ | 310,522 | ||||||||
Gross
profit
|
62,152 | 54,142 | 63,473 | 64,736 | ||||||||||||
Net
income
|
31,005 | 24,280 | 27,791 | 31,642 | ||||||||||||
Basic
earnings per share
|
0.18 | 0.14 | 0.16 | 0.19 | ||||||||||||
Diluted
earnings per share
|
0.18 | 0.14 | 0.16 | 0.19 | ||||||||||||
Third
Quarter
|
Fourth
Quarter
|
|||||||||||||||
2009 | 2010 | 2009 | 2010 | |||||||||||||
Net
sales
|
$ | 320,617 | $ | 334,958 | $ | 271,827 | $ | 367,446 | ||||||||
Gross
profit
|
52,981 | 76,094 | 37,688 | 83,229 | ||||||||||||
Net
income
|
23,864 | 40,426 | (1,814 | ) | 46,510 | |||||||||||
Basic
earnings per share
|
0.14 | 0.24 | (0.01 | ) | 0.27 | |||||||||||
Diluted
earnings per share
|
0.14 | 0.24 | (0.01 | ) | 0.27 |
18.
|
Subsequent
Events:
|
|
1.
Based on the average of three independent appraisals of the Employee’s
current residence near Myrtle Beach (the “Prior Residence”) arranged by
the Company and the Employee, the Company agrees to purchase the Prior
Residence for $_____________ (the “Purchase Price” – based on appraisal
average). The Company agrees to purchase the Prior Residence and pay the
Purchase Price to the Employee up to three weeks prior to the Employee’s
purchase of a residence near the Facility (the “New Residence”), but no
later than ______________, 2010.
|
|
2.
The Employee agrees within a reasonable time following the date the
Purchase Price is paid by the Company to vacate the Prior Residence and
settle any outstanding debts and any accrued but unpaid obligations in
connection with the Prior Residence and cooperate with the Company to take
any steps necessary to complete the transaction and its
documentation.
|
|
3.
Up to three weeks prior to the Employee purchasing a home near the
Facility, the Company agrees to pay the Employee a $___________ incidental
allowance (the “Incidental
Allowance”).
|
|
4.
If the Employee voluntarily leaves the employment of the Company prior to
the later of relocating to the New Residence or completion of the Company
purchase of the Prior Residence and its documentation, Employee shall
immediately repurchase the Prior Residence for an amount equal to the
Purchase Price and shall repay the Incidental
Allowance.
|
|
5.
The Company agrees to pay for all costs (excluding costs in connection
with the repayment of any outstanding debts and any accrued but unpaid
obligations in connection with the Prior Residence) related to the
transfer of the title to the Prior Residence to the Company or the closing
costs related to the Employee sale of the Prior Residence to a third
party. All such expenses must be documented to the satisfaction of the
Company.
|
|
6.
The Company agrees to reimburse the Employee for reasonable costs related
to a reasonable number of house hunting trips, and closing costs
(excluding costs related to the Employee’s financing of the New Residence)
in connection with the purchase of the New Residence. All such expenses
must be documented to the satisfaction of the
Company.
|
|
7.
The Company agrees to pay for the reasonable expenses of packing and
moving of the Employee’s household goods and related family travel costs
from the Prior
Residence
to the New Residence. All such expenses must be documented to the
satisfaction of the Company.
|
|
8.
The Company agrees to reimburse, on a fully grossed up basis, the Employee
for the incremental Federal, State and Local income tax costs incurred by
the Employee as a result of such reimbursements or payments becoming
taxable to the Employee. All such tax liabilities must be documented to
the satisfaction of the Company.
|
|
9.
If the Employee voluntarily leaves the employment of the Company within
one year of the later of the Company purchasing the Prior Residence or the
Employee purchasing the New Residence, the Employee shall repay the
Incidental Allowance and any and all reimbursements and/or payments
received under this Agreement.
|
|
10.
If Employee is entitled to be paid or reimbursed for any expenses under
Sections 5, 6, 7 or 8 of this Agreement, and such payments or
reimbursements are includable in Employee's federal gross taxable income,
the amount of such expenses reimbursable or payable in one calendar year
shall not affect the amount reimbursable or payable in any other calendar
year, and the reimbursement or payment of an eligible expense shall be
paid promptly after Employee provides the Company with documentation of
such expense reasonably acceptable to the Company, but in no event later
than December 31 of the year after the year in which the expense was
incurred. Employee's rights to payment or reimbursement of expenses under
this Agreement shall expire at the end of two years after the date of this
Agreement.
|
|
11.
If Employee is entitled to any tax gross-up payment under Section 8 of
this Agreement, such payment shall be paid by Company to the Employee
promptly after Employee provides the Company with documentation of the
amount and payment of the tax liability, but in no event later than
December 31 of the year after the year in which the related taxes are
remitted to the applicable taxing authorities.
|
|
12.
The Employee agrees that if the Employee voluntarily leaves the employment
of the Company, the Employee shall not, directly or indirectly, either for
himself or for any other Person, participate in any business or enterprise
which is in competition with the Business as conducted or proposed to be
conducted by the Company or a subsidiary as of the date the Employee’s
employment with the Company ends for a two year period from such date
(such period is referred to as the “Non-Competition Period”). “Business”
means, as of the date hereof, the business of developing, manufacturing,
marketing, or selling ______________________________and shall include any
other business engaged in or proposed to be engaged in by the Company or a
subsidiary as of the date the Employee’s employment with the Company ends.
This restriction includes, but is not limited to
_____________________________, or any of their affiliates or
subsidiaries.
For purposes of this Agreement, the term “Participate” includes any direct
or indirect interest in any enterprise, whether as an officer, director,
employee, partner, sole proprietor, agent, representative, independent
contractor, consultant, franchisor, franchisee, creditor, owner or
otherwise; provided that the term “Participate” shall not include
ownership of less than one percent of the stock of a publicly held
corporation whose stock is traded on a national securities exchange or in
the over-the-counter market. Employee agrees that this non-competition
covenant is reasonable with respect to its duration, geographical area and
scope.
|
|
(a)
|
Third Party
Proceedings
. The Company shall indemnify Indemnitee if Indemnitee
is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit, proceeding or any alternative dispute
resolution mechanism, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by
reason of the fact that Indemnitee is or was a director, officer, employee
or agent of the Company, or any subsidiary of the Company, or by reason of
the fact that Indemnitee is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement (if such settlement is approved in advance by the Company,
which approval shall not be unreasonably withheld) actually and reasonably
incurred by Indemnitee in connection with such action, suit or proceeding
if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe Indemnitee's conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to be in or not opposed to the
best interests of the Company, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that Indemnitee's conduct was
unlawful.
|
|
(b)
|
Proceedings By or in the Right
of the Company
. The Company shall indemnify Indemnitee if
Indemnitee was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Company or any subsidiary of the Company to procure a judgment in its
favor by reason of the fact that Indemnitee is or was a director, officer,
employee or agent of the Company, or any subsidiary of the Company, or by
reason of the fact that Indemnitee is or was serving at the request of the
Company as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees) and, to the fullest extent permitted by law,
amounts paid in settlement actually and reasonably incurred by Indemnitee
in connection with the defense or settlement of such action or suit if
Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company,
except that no indemnification shall be made in respect of any claim,
issue or matter as to which Indemnitee shall have been adjudged to be
liable to the Company unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of the State of Delaware or such
other court shall deem proper.
|
|
(c)
|
Mandatory Payment of
Expenses
. To the extent that Indemnitee has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred
to in Subsections (a) and (b) of this Section 1, or in defense of any
claim, issue or matter therein, Indemnitee shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by
Indemnitee in connection therewith.
|
|
(a)
|
Advancement of
Expenses
. The Company shall advance all expenses incurred by
Indemnitee in connection with the investigation, defense, settlement or
appeal of any civil or criminal action, suit or proceeding referenced in
Section 1(a) or (b) hereof (but not amounts actually paid in settlement of
any such action, suit or proceeding). Indemnitee hereby undertakes to
repay such amounts advanced only if, and to the extent that, it shall
ultimately be determined that Indemnitee is not entitled to be indemnified
by the Company as authorized hereby. The advances to be made hereunder
shall be paid by the Company to Indemnitee within thirty (30) days
following delivery of a written request therefor by Indemnitee to the
Company.
|
|
(b)
|
Notice/Cooperation by
Indemnitee
. Indemnitee shall, as a condition precedent to his right
to be indemnified under this Agreement, give the Company notice in writing
as soon as practicable of any claim made against Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to
the Company shall be directed to the Secretary of the Company at the
address shown on the signature page of this Agreement (or such other
address as the Company shall designate in writing to Indemnitee). Notice
shall be deemed received three business days after the date postmarked if
sent by domestic certified or registered mail, properly addressed, five
business days if sent by airmail to a country outside of North America;
otherwise notice shall be deemed received when such notice shall actually
be received by the Company. In addition, Indemnitee shall give the Company
such information and cooperation as it may reasonably require and as shall
be within Indemnitee's power.
|
|
(c)
|
Procedure
. Any
indemnification and advances provided for in Section 1 and this Section 3
shall be made no later than thirty (30) days after receipt of the written
request of Indemnitee. If a claim under this Agreement, under any statute,
or under any provision of the Company's Certificate of Incorporation or
Bylaws providing for indemnification, is not paid in full by the Company
within thirty (30) days after a written request for payment thereof has
first been received by the Company, Indemnitee may, but need not, at any
time thereafter bring an action against the Company to recover the unpaid
amount of the claim and, subject to Section 14 of this Agreement,
Indemnitee shall also be entitled to be paid for the expenses (including
attorneys' fees) of bringing such action. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of
its final disposition) that Indemnitee has not met the standards of
conduct which make it permissible under applicable law for the Company to
indemnify Indemnitee for the amount claimed. However, Indemnitee shall be
entitled to receive interim payments of expenses pursuant to Subsection
3(a) unless and until such defense may be finally adjudicated by court
order or judgment from which no further right of appeal exists. It is the
parties' intention that if the Company contests Indemnitee's right to
indemnification, the question of Indemnitee's right to indemnification
shall be for the court to decide, and neither the failure of the Company
(including its Board of Directors, any committee or subgroup of the Board
of Directors, independent legal counsel, or its stockholders) to have made
a determination that indemnification of Indemnitee is proper in the
circumstances because Indemnitee has met the applicable standard of
conduct required by applicable law, nor an actual determination by the
Company (including its Board of Directors, any committee or subgroup of
the Board of Directors, independent legal counsel, or its stockholders)
that Indemnitee has not met such applicable standard of conduct, shall
create a presumption that Indemnitee has or has not met the applicable
standard of conduct.
|
|
(d)
|
Notice to Insurers
. If,
at the time of the receipt of a notice of a claim pursuant to Section 3(b)
hereof, the Company has director and officer liability insurance in
effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in
the respective policies. The Company shall thereafter take all necessary
or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such
policies.
|
|
(e)
|
Selection of Counsel
.
In the event the Company shall be obligated under Section 3(a) hereof to
pay the expenses of any proceeding against Indemnitee, the Company, if
appropriate, shall be entitled to assume the defense of such proceeding,
with independent counsel approved by Indemnitee, upon the delivery to
Indemnitee of written notice of its election to do so. After delivery of
such notice, approval of such counsel by Indemnitee and the retention of
such counsel by the Company, the Company will not be liable to Indemnitee
under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same proceeding, provided that (i)
Indemnitee shall have the right to employ his counsel in any such
proceeding at Indemnitee's expense; and (ii) if (A) the employment of
counsel by Indemnitee has been previously authorized by the Company, (B)
Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such
defense, or (C) the Company shall not, in fact, have employed counsel to
assume the defense of such proceeding, then the fees and expenses of
Indemnitee's counsel shall be at the expense of the
Company.
|
|
(a)
|
Scope
. Notwithstanding
any other provision of this Agreement, the Company hereby agrees to
indemnify the Indemnitee to the fullest extent permitted by law,
notwithstanding that such indemnification is not specifically authorized
by the other provisions of this Agreement, the Company's Certificate of
Incorporation, the Company's Bylaws or by statute. In the event of any
change, after the date of this Agreement, in any applicable law, statute,
or rule which expands the right of a Delaware corporation to indemnify a
member of its board of directors or an officer, such changes shall be,
ipso facto, within the purview of Indemnitee's rights and Company's
obligations, under this Agreement. In the event of any change in any
applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer,
such changes, to the extent not otherwise required by such law, statute or
rule to be applied to this Agreement shall have no effect on this
Agreement or the parties' rights and obligations
hereunder.
|
|
(b)
|
Nonexclusivity
. The
indemnification provided by this Agreement shall not be deemed exclusive
of any rights to which Indemnitee may be entitled under the Company's
Certificate of Incorporation, its Bylaws, any agreement, any vote of
stockholders or disinterested Directors, the General Corporation Law of
the State of Delaware, or otherwise, both as to action in Indemnitee's
official capacity and as to action in another capacity while holding such
office. The indemnification provided under this Agreement shall continue
as to Indemnitee for any action taken or not taken while serving in an
indemnified capacity even though he may have ceased to serve in such
capacity at the time of any action, suit or other covered
proceeding.
|
|
(a)
|
Claims Initiated by
Indemnitee
. To indemnify or advance expenses to Indemnitee with
respect to proceedings or claims initiated or brought voluntarily by
Indemnitee and not by way of defense, except with respect to proceedings
brought to establish or enforce a right to indemnification under this
Agreement or any other statute or law or otherwise as required under
Section 145 of the Delaware General Corporation Law, but such
indemnification or advancement of expenses may be provided by the Company
in specific cases if the Board of Directors has approved the initiation or
bringing of such suit; or
|
|
b)
|
Lack of Good Faith
. To
indemnify Indemnitee for any expenses incurred by the Indemnitee with
respect to any proceeding instituted by Indemnitee to enforce or interpret
this Agreement, if a court of competent jurisdiction determines that each
of the material assertions made by the Indemnitee in such proceeding was
not made in good faith or was frivolous;
or
|
|
(c)
|
Insured Claims
. To
indemnify Indemnitee for expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes or
penalties, and amounts paid in settlement) which have been paid directly
to Indemnitee by an insurance carrier under a policy of officers' and
directors' liability insurance maintained by the Company;
or
|
|
(d)
|
Claims Under Section
16(b)
. To indemnify Indemnitee for expenses and the payment of
profits arising from the purchase and sale by Indemnitee of securities in
violation of Section 16(b) of the Securities Exchange Act of 1934, as
amended, or any similar successor
statute.
|
|
(a)
|
Company
. For purposes
of this Agreement, references to the "Company" shall include, in addition
to the resulting corporation, any constituent corporation (including any
constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents,
so that if Indemnitee is or was a director, officer, employee or agent of
such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, Indemnitee shall stand in the same position under the
provisions of this Agreement with respect to the resulting or surviving
corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had
continued.
|
|
(b)
|
Other Enterprises
. For
purposes of this Agreement, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any
excise taxes assessed on Indemnitee with respect to an employee benefit
plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee or agent of the
Company which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants, or beneficiaries; and if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner "not opposed to the best
interests of the Company" as referred to in this
Agreement.
|
|
(c)
|
Proceedings
. For
purposes of this Agreement, the term " proceeding" shall be broadly
construed and shall include, without limitation, any threatened, pending,
or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other
actual, threatened or completed proceeding, whether brought in the right
of the Company or otherwise and whether of a civil, criminal,
administrative or investigative nature, and whether formal or informal in
any case, in which Indemnitee was, is or will be involved as a party or
otherwise by reason of: (i) the fact that Indemnitee is or was a director
or officer of the Company; (ii) the fact that any action taken by
Indemnitee or of any action on Indemnitee' s part while acting as
director, officer, employee or agent of the Company; or (iii) the fact
that Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise, and in
any such case described above, whether or not serving in any such capacity
at the time any liability or expense is incurred for which
indemnification, reimbursement, or advancement of expenses may be provided
under this Agreement.
|
|
(d)
|
Subsidiary
. For
purposes of this Agreement, the term " subsidiary" means any corporation
or limited liability company of which more than 50% of the outstanding
voting securities or equity interests are owned, directly or indirectly,
by the Company and one or more of its subsidiaries, and any other
corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is or was
serving at the request of the Company as a director, officer, employee,
agent or fiduciary.
|
|
(e)
|
Independent Counsel
.
For purposes of this Agreement, the term "independent counsel" means a law
firm, or a partner (or, if applicable, member) of such a law firm, that is
experienced in matters of corporation law (specifically including
litigation and indemnification of agents) and neither presently is, nor in
the past five (5) years has been, retained to represent: (i) the Company
or Indemnitee in any matter material to either such party, or (ii) any
other party to the proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term " independent counsel"
shall not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Company or Indemnitee in an action to determine
Indemnitee' s rights under this
Agreement.
|
1.
|
AVX
Corporation (Delaware)
|
2.
|
AVX
Tantalum Corporation (Delaware)
|
3.
|
AVX
Filters Corporation (Delaware)
|
4.
|
Elco
USA, Inc. (Delaware)
|
5.
|
Avio
Excelente, S.A. DE C.V. (Mexico)
|
6.
|
AVX
Industries. Pte. Ltd. (Singapore)
|
7.
|
AVX
Components DA Amazonia Ltda. (Brazil)
|
8.
|
AVX
Israel Limited (Israel)
|
9.
|
AVX
Limited (United Kingdom)
|
10.
|
AVX
Czech Republic s.r.o. (Czech Republic)
|
11.
|
TPC
- SAS (France)
|
12.
|
Elco
Europe GmbH (Germany)
|
13.
|
AVX/Kyocera
Pt. Ltd. (Singapore)
|
14.
|
TPC
(Malaysia) Sdn. Bhd. (Malaysia)
|
15.
|
AVX
Electronics (Tianjin) Co. Ltd. (China)
|
AVX/Kyocera
Asia Ltd. (Hong Kong)
|
|
17.
|
Kyocera
Electronic Devices, LLC (Delaware)
|
18.
|
American
Technical Ceramics Corp (New York)
|
19.
|
American
Technical Ceramics (Florida), Inc.
|
SIGNATURE
|
TITLE
|
DATE
|
||
/s/
Kazuo Inamori
|
Director
|
April
6, 2009
|
||
KAZUO
INAMORI
|
||||
/s/
John S. Gilbertson
|
Director
|
April
16, 2009
|
||
JOHN
S. GILBERTSON
|
||||
/s/
Donald B. Christiansen
|
Director
|
April
9, 2009
|
||
DONALD
B. CHRISTIANSEN
|
||||
/s/
Kensuke Itoh
|
Director
|
April
6, 2009
|
||
KENSUKE
ITOH
|
||||
/s/
Makoto Kawamura
|
Director
|
April
9, 2009
|
||
MAKOTO
KAWAMURA
|
||||
/s/
Rodney Lanthorne
|
Director
|
April
9, 2009
|
||
RODNEY
LANTHORNE
|
||||
/s/
Joseph Stach
|
Director
|
April
9, 2009
|
||
JOSEPH
STACH
|
||||
/s/
David DeCenzo
|
Director
|
April
9, 2009
|
||
DAVID
DECENZO
|
||||
/s/
Yuzo Yamamura
|
Director
|
April
8, 2009
|
||
YUZO
YAMAMURA
|
||||
/s/
Tetsuo Kuba
|
Director
|
May
18, 2009
|
||
TETSUO
KUBA
|
1.
|
I
have reviewed this annual report on Form 10-K of AVX
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b.
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c.
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d.
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
b.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
/s/
John S. Gilbertson
|
||
Date:
May 20, 2010
|
John
S. Gilbertson
|
|
Chief
Executive Officer and President
|
1.
|
I
have reviewed this annual report on Form 10-K of AVX
Corporation;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b.
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c.
|
Evaluated
the effectiveness of the registrant's disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d.
|
Disclosed
in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting; and
|
5.
|
The
registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
a.
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information;
and
|
b.
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
/s/
Kurt P. Cummings
|
||
Date:
May 20, 2010
|
Kurt
P. Cummings
|
|
Vice
President, Chief Financial Officer, Treasurer and
Secretary
|
(1)
|
The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
|
(2)
|
The
information contained in the Report fairly presents, in all material
respects, the results of operations and financial condition of the
Registrant.
|
Date:
|
May
20, 2010
|
/s/
John S. Gilbertson
|
John
S. Gilbertson
|
Chief
Executive Officer
|
/s/
Kurt P. Cummings
|
Kurt
P. Cummings
|
Chief
Financial Officer
|