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Delaware
(State of incorporation)
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23-1722724
(I.R.S. Employer
Identification Number)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value
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The NASDAQ Global Select Market
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Business
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•
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Designing and developing innovative packaging and test technologies;
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•
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Offering a broad portfolio of cost-effective solutions and services;
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•
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Successfully penetrating strategic end markets which offer solid growth prospects;
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•
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Cultivating long-standing relationships with our customers, which include many of the world’s leading semiconductor companies;
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•
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Collaborating with customers, original equipment manufacturers (“OEMs”) and equipment and material suppliers;
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•
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Developing a competitive cost structure with disciplined capital investment;
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•
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Building expertise in high-volume manufacturing processes and developing a reputation for high quality and solid execution and
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•
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Having a diversified operational scope with research and development, engineering and production capabilities at various facilities throughout China, Japan, Korea, Malaysia, the Philippines and Taiwan.
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•
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An increasing demand for mobile and internet-connected devices, including world-wide adoption of mobile “smart” phones and tablets that can access the web and provide multimedia capabilities. The demand for digital video content has driven a range of higher performance internet connected home and mobile consumer electronics products including the rapidly growing smartphone and tablet categories.
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•
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An increase in mobility and connectivity capabilities and growing digital content driving demand for new broadband wired and wireless networking equipment.
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•
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The proliferation of semiconductor devices into well established end products such as automotive systems due to increased use of electronics for safety, navigation, fuel efficiency, emission reduction and entertainment systems.
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•
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An overall increase in the semiconductor content within electronic products to provide greater functionality and higher levels of performance.
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•
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Offering capacity to absorb large orders and accommodate quick turn-around times;
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•
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Obtaining favorable pricing on materials and equipment, where possible, by using our purchasing power and leading industry position;
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•
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Qualifying production of customer devices at multiple manufacturing sites to mitigate the risks of supply disruptions and
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•
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Providing capabilities and solutions for customer-specific requirements.
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Year Ended December 31,
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|||||||||||||||||||
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2013
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2012
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2011
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|||||||||||||||
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(In millions, except percentage of net sales)
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|||||||||||||||||||
Advanced products
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$
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1,451
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49.1
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%
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$
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1,302
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47.2
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%
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$
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1,125
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40.5
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%
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Mainstream products
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1,505
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50.9
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%
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1,458
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52.8
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%
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1,651
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59.5
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%
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|||
Total net sales
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$
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2,956
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|
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100.0
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%
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$
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2,760
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100.0
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%
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$
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2,776
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100.0
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%
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End Market
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Applications
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Package Type
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Communications
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Handsets (Cell Phones, Feature Phones, Smart Phones)
Tablets
Handheld Devices
Wireless LAN
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Flip Chip Chip Scale Package
Stacked Chip Scale Package
Flip Chip Stacked Chip Scale Package
Wafer Level Chip Scale Package
Micro
LeadFrame
ChipArray Ball Grid Array
Fine Pitch Copper Pillar Flip Chip Chip Scale Package
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Consumer
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Television
Set Top Boxes
Gaming
Portable Media
Digital Cameras
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Flip Chip Ball Grid Array
Thin Quad Flat Pack
ChipArray Ball Grid Array
Digital Micromirror Device
Micro
LeadFrame
Plastic Ball Grid Array
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Networking
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Servers
Routers
Switches
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Flip Chip Ball Grid Array
Plastic Ball Grid Array
Micro
LeadFrame
Thin Quad Flat Pack
ChipArray Ball Grid Array
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Automotive and Industrial
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Infotainment
Safety
Performance, Fuel Efficiency and Environmental Sustainability
Comfort, Aesthetics and Security
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Small Outline Integrated Circuit
Micro
LeadFrame
Plastic Ball Grid Array
Thin Quad Flat Pack
Thin Shrink Small Outline Package
Quad Flat Pack
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Computing
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Desk Top Computer
Laptop Computer
Notebook Computer
Netbook Computer
Hard Disk Drive
Printers and Other Peripherals
Computer Server
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Micro
LeadFrame
ChipArray Ball Grid Array
Thin Quad Flat Pack
Flip Chip Ball Grid Array
Small Outline Integrated Circuit
Stacked Chip Scale Package
Flip Chip Chip Scale Package
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•
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2.5D and 3D packaging;
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•
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Advanced flip chip packaging;
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•
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Advanced micro-electromechanical system packaging and testing;
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•
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Advanced Package-on-Package (PoP);
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•
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Copper Pillar bumping and packaging;
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•
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Copper wire interconnects;
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•
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Embedded Die / Fan Out technology;
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•
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Engineering and characterization tools;
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•
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High density laminate and leadframe packaging;
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•
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Manufacturing cost reductions;
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•
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Silicon Photonics;
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•
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Silver wirebond interconnects;
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•
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TMV technology;
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•
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TSV technology and
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•
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Wafer-level processing.
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•
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Managing and coordinating ongoing manufacturing activity;
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•
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Providing information and expert advice on our portfolio of packaging and test services and related trends;
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•
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Managing the start-up of specific packaging and test programs;
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•
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Working to improve our customers’ time-to-market;
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•
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Providing a continuous flow of information to our customers regarding products and programs in process;
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•
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Partnering with customers on design solutions;
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•
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Researching and assisting in the resolution of technical and logistical issues;
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•
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Aligning our technologies and research and development activities with the needs of our customers and OEMs;
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•
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Providing guidance and solutions to customers in managing their supply chains;
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•
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Driving industry standards;
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•
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Providing design and simulation services to ensure package reliability and
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•
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Collaborating with our customers on continuous quality improvement initiatives.
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•
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Achieve near real time and automated communications of order fulfillment information, such as inventory control, production schedules and engineering data, including production yields, device specifications and quality indices and
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•
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Connect our customers to our sales and marketing personnel world-wide and to our factories.
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•
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technical competence;
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•
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quality;
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•
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price;
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•
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breadth of packaging and test services offered, including turnkey services;
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•
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new package and test design, technology innovation and implementation;
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•
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cycle times;
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•
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customer service and
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•
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available capacity and ability to invest in capacity, geographic location and scale of manufacturing.
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Item 1A.
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Risk Factors
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•
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fluctuation in demand for semiconductors and conditions in the semiconductor industry generally, as well as by specific customers, such as inventory reductions by our customers impacting demand in key markets;
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•
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changes in our capacity and capacity utilization rates;
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•
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changes in average selling prices which can occur quickly due to the absence of long term agreements on price;
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•
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changes in the mix of the semiconductor packaging and test services that we sell;
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•
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evolving packaging and test technology and potential difficulties in developing and transitioning to new technologies;
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•
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absence of backlog, the short-term nature of our customers’ commitments and the impact of these factors, including the possible delay, rescheduling and cancellation of large orders, or the timing and volume of orders relative to our production capacity;
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•
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changes in costs, quality, availability and delivery times of raw materials, components and equipment;
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•
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changes in labor costs to perform our services;
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•
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wage inflation and fluctuations in commodity prices, including gold, copper and other precious metals;
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•
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the timing of expenditures in anticipation of future orders;
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•
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changes in effective tax rates;
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•
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the availability and cost of financing;
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•
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intellectual property transactions and disputes;
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•
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high leverage and restrictive covenants;
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•
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warranty and product liability claims and the impact of quality excursions and customer disputes and returns;
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•
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costs associated with legal claims, indemnification obligations, judgments and settlements;
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•
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international events, political instability, civil disturbances or environmental or natural events, such as earthquakes, that impact our operations;
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•
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pandemic illnesses that may impact our labor force and our ability to travel;
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•
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costs of acquisitions and divestitures, difficulties integrating acquisitions, the failure of our joint ventures to operate in accordance with business plans and fluctuations in the results of investments accounted for using the equity method;
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•
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our ability to attract and retain qualified personnel to support our global operations;
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•
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fluctuations in foreign exchange rates;
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•
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fluctuations in our manufacturing yields;
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•
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dependence on key customers or concentration of customers in certain market segments, such as mobile communications and
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•
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restructuring charges, asset write-offs and impairments.
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•
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their desire to realize higher utilization of their existing packaging and test capacity, especially during downturns in the semiconductor industry;
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•
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their unwillingness to disclose proprietary technology;
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•
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their possession of more advanced packaging and test technologies and
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•
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the guaranteed availability of their own packaging and test capacity.
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•
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make it more difficult for us to satisfy our obligations with respect to our indebtedness, including our obligations under our indentures to purchase notes tendered as a result of a change in control of Amkor;
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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limit our ability to fund future working capital, capital expenditures, research and development and other business opportunities, including joint ventures and acquisitions;
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•
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require us to dedicate a substantial portion of our cash flow from operations to service payments of interest and principal on our debt thereby reducing the availability of our cash flow to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements;
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•
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increase the volatility of the price of our common stock;
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•
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limit our flexibility to react to changes in our business and the industry in which we operate;
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•
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place us at a competitive disadvantage to any of our competitors that have less debt;
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•
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limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds;
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•
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limit our ability to refinance our existing indebtedness, particularly during periods of adverse credit market conditions when refinancing indebtedness may not be available under interest rates and other terms acceptable to us or at all and
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•
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increase our cost of borrowing.
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•
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changes in consumer demand resulting from deteriorating conditions in local economies;
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•
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regulations and policies imposed by U.S. or foreign governments, such as tariffs, customs, duties and other restrictive trade barriers, antitrust and competition, tax, currency and banking, privacy, labor, environmental, health and safety;
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•
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the payment of dividends and other payments by non-U.S. subsidiaries may be subject to prohibitions, limitations or taxes in local jurisdictions;
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•
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fluctuations in currency exchange rates;
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•
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political and social conditions, such as civil unrest and terrorism;
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•
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disruptions or delays in shipments caused by customs brokers or government agencies;
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•
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difficulties in attracting and retaining qualified personnel and managing foreign operations, including foreign labor disruptions;
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•
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difficulty in enforcing contractual rights and protecting our intellectual property rights;
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•
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potentially adverse tax consequences resulting from tax laws in the U.S and in foreign jurisdictions in which we operate and
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•
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local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the Foreign Corrupt Practices Act (FCPA) and other anti-corruption laws and regulations.
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•
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we may face delays in the design and implementation of the system;
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•
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the cost of the systems may exceed our plans and expectations and
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•
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disruptions resulting from the implementation or integration of the systems may impact our ability to process transactions and delay shipments to customers, impact our results of operations or financial condition or harm our control environment.
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•
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increasing the scope, geographic diversity and complexity of our operations;
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•
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conforming an acquired company's standards, practices, systems and controls with our operations;
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•
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increasing complexity from combining recent acquisitions of an acquired business;
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•
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unexpected losses of key employees or customers of an acquired business; other difficulties in the assimilation of acquired operations, technologies or products and
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•
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diversion of management and other resources from other parts of our operations and adverse effects on existing business relationships with customers.
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•
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use a significant portion of our available cash;
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•
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issue equity securities, which may dilute the ownership of current stockholders;
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•
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incur substantial debt;
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•
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incur or assume known or unknown contingent liabilities and
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•
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incur large, immediate accounting write offs and face antitrust or other regulatory inquiries or actions.
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•
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our future financial condition, results of operations and cash flows;
|
•
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general market conditions for financing;
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•
|
volatility in fixed income, credit and equity markets and
|
•
|
economic, political and other global conditions.
|
•
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discontinue the use of certain processes or cease to provide the services at issue, which could curtail our business;
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•
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pay substantial damages;
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•
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develop non-infringing technologies, which may not be feasible or
|
•
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acquire licenses to such technology, which may not be available on commercially reasonable terms or at all.
|
•
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contaminants in the manufacturing environment;
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•
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human error;
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•
|
equipment malfunction;
|
•
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changing processes to address environmental requirements;
|
•
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defective raw materials or
|
•
|
defective plating services.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
|
|
|
Approximate
Facility Size
(Square Feet)
|
|
Korea
|
|
|
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Gwangju, Korea
|
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1,221,000
|
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Seoul, Korea
|
|
668,000
|
|
Pupyong, Korea (1)
|
|
448,000
|
|
Philippines
|
|
|
|
Muntinlupa, Philippines (2)
|
|
661,000
|
|
Province of Laguna, Philippines (2)
|
|
629,000
|
|
China
|
|
|
|
Shanghai, China (3)
|
|
887,000
|
|
Taiwan
|
|
|
|
Hsinchu, Taiwan
|
|
489,000
|
|
Lung Tan, Taiwan
|
|
353,000
|
|
Malaysia
|
|
|
|
Telok Panglima Garang, Malaysia (3)
|
|
377,000
|
|
Japan
|
|
|
|
Kitakami, Japan (4)
|
|
207,000
|
|
(1)
|
Includes a lease for
44,000
square feet of building space.
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(2)
|
As a result of foreign ownership restrictions in the Philippines, the land is leased. A portion of the land we lease is owned by realty companies in which we own a
40%
interest. We also lease
661,000
square feet of building space.
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(3)
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Land is leased.
|
(4)
|
Leased facility.
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Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
High
|
|
|
|
Low
|
|
||||
2013
|
|
|
|
|
|
|
|
||||
First Quarter
|
|
$
|
4.99
|
|
|
|
|
$
|
3.99
|
|
|
Second Quarter
|
|
4.63
|
|
|
|
|
3.60
|
|
|
||
Third Quarter
|
|
4.61
|
|
|
|
|
4.01
|
|
|
||
Fourth Quarter
|
|
6.13
|
|
|
|
|
4.35
|
|
|
||
2012
|
|
|
|
|
|
|
|
||||
First Quarter
|
|
$
|
6.78
|
|
|
|
|
$
|
4.46
|
|
|
Second Quarter
|
|
6.25
|
|
|
|
|
4.29
|
|
|
||
Third Quarter
|
|
5.58
|
|
|
|
|
4.36
|
|
|
||
Fourth Quarter
|
|
4.60
|
|
|
|
|
3.65
|
|
|
Period
|
Total Number of Shares Purchased (a)
|
Average Price Paid Per Share ($)
|
Total Number of Shares Purchased as part of Publicly Announced Plans or Programs (b)
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ($) (b)
|
||||||
|
|
|
|
|
||||||
October 1-October 31
|
1,597
|
|
$
|
4.42
|
|
—
|
|
$
|
91,586,032
|
|
November 1-November 30
|
39,750
|
|
5.35
|
|
—
|
|
91,586,032
|
|
||
December 1-December 31
|
2,021
|
|
5.86
|
|
—
|
|
91,586,032
|
|
||
Total
|
43,368
|
|
$
|
5.34
|
|
—
|
|
|
(a)
|
Represents shares of common stock surrendered to us to satisfy tax withholding obligations associated with the vesting of restricted shares issued to employees.
|
(b)
|
Our Board of Directors previously authorized the repurchase of up to
$300.0 million
of our common stock,
$150.0 million
in August 2011 and
$150.0 million
in February 2012, exclusive of any fees, commissions or other expenses. During
2013
, we made
no
common stock purchases, and at
December 31, 2013
, approximately
$91.6 million
was available pursuant to the stock repurchase program.
|
(1)
|
The preceding Stock Performance Graph is not deemed filed with the Securities and Exchange Commission and shall not be incorporated by reference in any of our filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
|
Item 6.
|
Selected Consolidated Financial Data
|
|
For the Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
2,956,450
|
|
|
$
|
2,759,546
|
|
|
$
|
2,776,359
|
|
|
$
|
2,939,483
|
|
|
$
|
2,179,109
|
|
Gross profit (a)
|
544,513
|
|
|
423,810
|
|
|
490,569
|
|
|
663,756
|
|
|
480,396
|
|
|||||
Operating income
|
232,109
|
|
|
152,692
|
|
|
193,670
|
|
|
373,798
|
|
|
225,317
|
|
|||||
Loss (gain) on debt retirement, net (b)
|
12,330
|
|
|
1,199
|
|
|
15,531
|
|
|
18,042
|
|
|
(15,088
|
)
|
|||||
Income tax expense (benefit) (c)
|
22,646
|
|
|
17,001
|
|
|
7,124
|
|
|
19,012
|
|
|
(29,760
|
)
|
|||||
Equity in earnings of J-Devices
|
10,316
|
|
|
5,592
|
|
|
7,085
|
|
|
6,435
|
|
|
2,373
|
|
|||||
Net income
|
111,657
|
|
|
42,702
|
|
|
93,095
|
|
|
232,147
|
|
|
156,283
|
|
|||||
Net income attributable to Amkor
|
109,296
|
|
|
41,818
|
|
|
91,808
|
|
|
231,971
|
|
|
155,980
|
|
|||||
Net income attributable to Amkor per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.58
|
|
|
$
|
0.26
|
|
|
$
|
0.48
|
|
|
$
|
1.26
|
|
|
$
|
0.85
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
0.24
|
|
|
$
|
0.39
|
|
|
$
|
0.91
|
|
|
$
|
0.67
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Financial Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
$
|
410,346
|
|
|
$
|
370,479
|
|
|
$
|
335,644
|
|
|
$
|
323,608
|
|
|
$
|
305,510
|
|
Purchases of property, plant and equipment
|
566,256
|
|
|
533,512
|
|
|
466,694
|
|
|
445,669
|
|
|
173,496
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
610,442
|
|
|
$
|
413,048
|
|
|
$
|
434,631
|
|
|
$
|
404,998
|
|
|
$
|
395,406
|
|
Working capital
|
541,480
|
|
|
438,781
|
|
|
354,644
|
|
|
289,859
|
|
|
327,088
|
|
|||||
Total assets
|
3,427,298
|
|
|
3,025,215
|
|
|
2,773,047
|
|
|
2,736,822
|
|
|
2,432,909
|
|
|||||
Non-current liabilities, including debt
|
1,771,422
|
|
|
1,705,794
|
|
|
1,429,640
|
|
|
1,327,933
|
|
|
1,437,371
|
|
|||||
Total Amkor stockholders’ equity
|
953,740
|
|
|
657,955
|
|
|
693,266
|
|
|
630,013
|
|
|
383,209
|
|
(a)
|
During 2013 and 2012, we recorded a charge of
$10.0 million
and $50.0 million, respectively, to cost of sales relating to
our pending patent license litigation
.
|
(b)
|
During 2013, we exchanged debt for shares of our common stock and a cash payment and charge of
$11.6 million
. During 2011, we recorded a net loss of $15.5 million related to the tender and call of debt and the write-off of associated unamortized deferred debt issuance costs. During 2010, we recorded a net loss of $18.0 million related to several debt transactions.
|
(c)
|
Generally, our effective tax rate is substantially below the U.S. federal tax rate of 35% because we have experienced taxable losses in the U.S. and our income is taxed in foreign jurisdictions where we benefit from tax holidays or tax rates lower than the U.S. statutory rate. In 2009, a $25.6 million benefit for the release of a valuation allowance in Korea was included in the income tax benefit.
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Materials
|
40.0
|
%
|
|
43.2
|
%
|
|
44.1
|
%
|
Labor
|
14.4
|
%
|
|
14.3
|
%
|
|
14.6
|
%
|
Other manufacturing costs
|
26.8
|
%
|
|
25.3
|
%
|
|
23.6
|
%
|
Patent license litigation
|
0.4
|
%
|
|
1.8
|
%
|
|
—
|
%
|
Gross margin
|
18.4
|
%
|
|
15.4
|
%
|
|
17.7
|
%
|
Operating income
|
7.9
|
%
|
|
5.5
|
%
|
|
7.0
|
%
|
Income before income taxes and equity in earnings of unconsolidated affiliate
|
4.2
|
%
|
|
2.0
|
%
|
|
3.4
|
%
|
Net income attributable to Amkor
|
3.7
|
%
|
|
1.5
|
%
|
|
3.3
|
%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 over 2012
|
|
2012 over 2011
|
||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
Net sales
|
$
|
2,956,450
|
|
|
$
|
2,759,546
|
|
|
$
|
2,776,359
|
|
|
$
|
196,904
|
|
|
7.1
|
%
|
|
$
|
(16,813
|
)
|
|
(0.6
|
)%
|
|
|
|
|
|
|
|
Change
|
||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 over 2012
|
|
2012 over 2011
|
||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||
Gross profit
|
$
|
544,513
|
|
|
$
|
423,810
|
|
|
$
|
490,569
|
|
|
$
|
120,703
|
|
|
$
|
(66,759
|
)
|
Gross margin
|
18.4
|
%
|
|
15.4
|
%
|
|
17.7
|
%
|
|
3.0
|
%
|
|
(2.3
|
)%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 over 2012
|
|
2012 over 2011
|
||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
Selling, general and administrative
|
$
|
247,779
|
|
|
$
|
217,000
|
|
|
$
|
246,513
|
|
|
$
|
30,779
|
|
|
14.2
|
%
|
|
$
|
(29,513
|
)
|
|
(12.0
|
)%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 over 2012
|
|
2012 over 2011
|
||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
Research and development
|
$
|
64,625
|
|
|
$
|
54,118
|
|
|
$
|
50,386
|
|
|
$
|
10,507
|
|
|
19.4
|
%
|
|
$
|
3,732
|
|
|
7.4
|
%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 over 2012
|
|
2012 over 2011
|
||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
Interest expense, including related party
|
$
|
105,908
|
|
|
$
|
97,943
|
|
|
$
|
86,606
|
|
|
$
|
7,965
|
|
|
8.1
|
%
|
|
$
|
11,337
|
|
|
13.1
|
%
|
Other expense, net
|
2,214
|
|
|
638
|
|
|
13,930
|
|
|
1,576
|
|
|
247.0
|
%
|
|
(13,292
|
)
|
|
(95.4
|
)%
|
|||||
Total other expense, net
|
$
|
108,122
|
|
|
$
|
98,581
|
|
|
$
|
100,536
|
|
|
$
|
9,541
|
|
|
9.7
|
%
|
|
$
|
(1,955
|
)
|
|
(1.9
|
)%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 over 2012
|
|
2012 over 2011
|
||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
Income tax expense
|
$
|
22,646
|
|
|
$
|
17,001
|
|
|
$
|
7,124
|
|
|
$
|
5,645
|
|
|
33.2
|
%
|
|
$
|
9,877
|
|
|
138.6
|
%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013 over 2012
|
|
2012 over 2011
|
||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||
Equity in earnings
of J-Devices
|
$
|
10,316
|
|
|
$
|
5,592
|
|
|
$
|
7,085
|
|
|
$
|
4,724
|
|
|
84.5
|
%
|
|
$
|
(1,493
|
)
|
|
(21.1
|
)%
|
|
For the Quarter Ended
|
||||||||||||||||||||||||||||||
|
Dec. 31,
2013 |
|
Sept. 30,
2013 |
|
June 30,
2013 |
|
Mar. 31,
2013 |
|
Dec. 31,
2012 |
|
Sept. 30,
2012 |
|
June 30,
2012 |
|
Mar. 31,
2012 |
||||||||||||||||
|
(In thousands, except per share data)
|
||||||||||||||||||||||||||||||
Net sales
|
$
|
754,875
|
|
|
$
|
767,987
|
|
|
$
|
746,059
|
|
|
$
|
687,529
|
|
|
$
|
722,656
|
|
|
$
|
695,353
|
|
|
$
|
686,527
|
|
|
$
|
655,010
|
|
Gross profit
|
150,173
|
|
|
141,008
|
|
|
138,379
|
|
|
114,953
|
|
|
112,722
|
|
|
116,787
|
|
|
89,320
|
|
|
104,981
|
|
||||||||
Operating income
|
74,554
|
|
|
58,014
|
|
|
58,453
|
|
|
41,088
|
|
|
42,409
|
|
|
54,018
|
|
|
21,964
|
|
|
34,301
|
|
||||||||
Loss on debt retirement, net
|
711
|
|
|
—
|
|
|
11,619
|
|
|
—
|
|
|
1,199
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Income tax expense (benefit)
|
16,685
|
|
|
12,170
|
|
|
(10,238
|
)
|
|
4,029
|
|
|
7,992
|
|
|
9,538
|
|
|
(3,891
|
)
|
|
3,362
|
|
||||||||
Equity in earnings of J-Devices
|
5,637
|
|
|
3,179
|
|
|
1,445
|
|
|
55
|
|
|
171
|
|
|
2,541
|
|
|
892
|
|
|
1,988
|
|
||||||||
Net income
|
41,558
|
|
|
26,004
|
|
|
30,329
|
|
|
13,766
|
|
|
7,672
|
|
|
22,576
|
|
|
872
|
|
|
11,582
|
|
||||||||
Net income attributable to Amkor
|
40,838
|
|
|
25,349
|
|
|
29,727
|
|
|
13,382
|
|
|
7,146
|
|
|
22,317
|
|
|
581
|
|
|
11,774
|
|
||||||||
Net income attributable to Amkor per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic
|
$
|
0.19
|
|
|
$
|
0.12
|
|
|
$
|
0.18
|
|
|
$
|
0.09
|
|
|
$
|
0.05
|
|
|
$
|
0.14
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
Diluted
|
$
|
0.18
|
|
|
$
|
0.11
|
|
|
$
|
0.14
|
|
|
$
|
0.07
|
|
|
$
|
0.05
|
|
|
$
|
0.11
|
|
|
$
|
—
|
|
|
$
|
0.06
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Operating activities
|
$
|
557,536
|
|
|
$
|
389,063
|
|
|
$
|
516,832
|
|
Investing activities
|
(640,494
|
)
|
|
(520,121
|
)
|
|
(430,534
|
)
|
|||
Financing activities
|
280,145
|
|
|
110,032
|
|
|
(58,877
|
)
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
557,536
|
|
|
$
|
389,063
|
|
|
$
|
516,832
|
|
Less purchases of property, plant and equipment
|
566,256
|
|
|
533,512
|
|
|
466,694
|
|
|||
Free cash flow
|
$
|
(8,720
|
)
|
|
$
|
(144,449
|
)
|
|
$
|
50,138
|
|
|
|
|
Payments Due for Year Ending December 31,
|
||||||||||||||||||||||||
|
Total
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Total debt
|
$
|
1,646,350
|
|
|
$
|
61,350
|
|
|
$
|
85,000
|
|
|
$
|
70,000
|
|
|
$
|
90,000
|
|
|
$
|
345,000
|
|
|
$
|
995,000
|
|
Scheduled interest payment obligations (1)
|
657,271
|
|
|
100,165
|
|
|
95,483
|
|
|
93,304
|
|
|
90,050
|
|
|
75,456
|
|
|
202,813
|
|
|||||||
Purchase obligations (2)
|
109,516
|
|
|
89,291
|
|
|
4,062
|
|
|
2,489
|
|
|
2,489
|
|
|
4,986
|
|
|
6,199
|
|
|||||||
Operating lease obligations
|
56,969
|
|
|
23,380
|
|
|
14,937
|
|
|
4,116
|
|
|
4,060
|
|
|
4,031
|
|
|
6,445
|
|
|||||||
Severance obligations (3)
|
145,132
|
|
|
11,197
|
|
|
10,341
|
|
|
9,531
|
|
|
8,791
|
|
|
8,120
|
|
|
97,152
|
|
|||||||
Total contractual obligations
|
$
|
2,615,238
|
|
|
$
|
285,383
|
|
|
$
|
209,823
|
|
|
$
|
179,440
|
|
|
$
|
195,390
|
|
|
$
|
437,593
|
|
|
$
|
1,307,609
|
|
(1)
|
Scheduled interest payment obligations were calculated using stated coupon rates for fixed rate debt and interest rates applicable at
December 31, 2013
, for variable rate debt.
|
(2)
|
Represents purchase obligations for capital expenditures and long-term supply contracts outstanding at
December 31, 2013
.
|
(3)
|
Represents estimated benefit payments for our Korean subsidiary severance plan.
|
•
|
$31.3 million
of net foreign pension plan obligations and
$3.2 million
for employee-related liabilities, for which the timing and actual amount of our future cash flow is uncertain. We expect to contribute approximately
$2.5 million
to the defined benefit pension plans during
2014
.
|
•
|
$5.1 million
net liability associated with unrecognized tax benefits. Due to the uncertainty regarding the amount and the timing of any future cash outflows associated with our unrecognized tax benefits, we are unable to reasonably estimate the amount and period of ultimate settlement, if any, with the various taxing authorities.
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
Long term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Fixed rate debt (In thousands)
|
$
|
56,350
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345,000
|
|
|
$
|
925,000
|
|
|
$
|
1,326,350
|
|
|
$
|
1,424,028
|
|
Average interest rate
|
6.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.4
|
%
|
|
6.5
|
%
|
|
6.7
|
%
|
|
|
|||||||||
Variable rate debt (In thousands)
|
$
|
5,000
|
|
|
$
|
85,000
|
|
|
$
|
70,000
|
|
|
$
|
90,000
|
|
|
$
|
—
|
|
|
$
|
70,000
|
|
|
$
|
320,000
|
|
|
$
|
320,000
|
|
Average interest rate
|
3.8
|
%
|
|
4.3
|
%
|
|
3.9
|
%
|
|
4.2
|
%
|
|
—
|
%
|
|
3.9
|
%
|
|
4.1
|
%
|
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
Page
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Net sales
|
$
|
2,956,450
|
|
|
$
|
2,759,546
|
|
|
$
|
2,776,359
|
|
Cost of sales
|
2,411,937
|
|
|
2,335,736
|
|
|
2,285,790
|
|
|||
Gross profit
|
544,513
|
|
|
423,810
|
|
|
490,569
|
|
|||
Selling, general and administrative
|
247,779
|
|
|
217,000
|
|
|
246,513
|
|
|||
Research and development
|
64,625
|
|
|
54,118
|
|
|
50,386
|
|
|||
Total operating expenses
|
312,404
|
|
|
271,118
|
|
|
296,899
|
|
|||
Operating income
|
232,109
|
|
|
152,692
|
|
|
193,670
|
|
|||
Interest expense
|
96,739
|
|
|
83,974
|
|
|
74,212
|
|
|||
Interest expense, related party
|
9,169
|
|
|
13,969
|
|
|
12,394
|
|
|||
Other expense, net
|
2,214
|
|
|
638
|
|
|
13,930
|
|
|||
Total other expense, net
|
108,122
|
|
|
98,581
|
|
|
100,536
|
|
|||
Income before taxes and equity in earnings of unconsolidated affiliate
|
123,987
|
|
|
54,111
|
|
|
93,134
|
|
|||
Income tax expense
|
22,646
|
|
|
17,001
|
|
|
7,124
|
|
|||
Income before equity in earnings of unconsolidated affiliate
|
101,341
|
|
|
37,110
|
|
|
86,010
|
|
|||
Equity in earnings of J-Devices
|
10,316
|
|
|
5,592
|
|
|
7,085
|
|
|||
Net income
|
111,657
|
|
|
42,702
|
|
|
93,095
|
|
|||
Net income attributable to noncontrolling interests
|
(2,361
|
)
|
|
(884
|
)
|
|
(1,287
|
)
|
|||
Net income attributable to Amkor
|
$
|
109,296
|
|
|
$
|
41,818
|
|
|
$
|
91,808
|
|
Net income attributable to Amkor per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.58
|
|
|
$
|
0.26
|
|
|
$
|
0.48
|
|
Diluted
|
$
|
0.50
|
|
|
$
|
0.24
|
|
|
$
|
0.39
|
|
Shares used in computing per common share amounts:
|
|
|
|
|
|
||||||
Basic
|
187,032
|
|
|
160,105
|
|
|
190,829
|
|
|||
Diluted
|
235,330
|
|
|
243,004
|
|
|
273,686
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
111,657
|
|
|
$
|
42,702
|
|
|
$
|
93,095
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
|
|
||||||
Adjustments to unrealized components of defined benefit pension plans, net of tax (expense) benefit of ($252), ($35) and $362
|
4,360
|
|
|
5,137
|
|
|
(5,800
|
)
|
|||
Cumulative translation adjustment
|
(4,895
|
)
|
|
(2,688
|
)
|
|
1,539
|
|
|||
Equity interest in J-Devices' other comprehensive loss, net of tax benefit (expense) of $202, $1,552 and ($1,754)
|
(10,961
|
)
|
|
(2,057
|
)
|
|
(347
|
)
|
|||
Total other comprehensive (loss) income
|
(11,496
|
)
|
|
392
|
|
|
(4,608
|
)
|
|||
Comprehensive income
|
100,161
|
|
|
43,094
|
|
|
88,487
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
(2,361
|
)
|
|
(884
|
)
|
|
(1,287
|
)
|
|||
Comprehensive income attributable to Amkor
|
$
|
97,800
|
|
|
$
|
42,210
|
|
|
$
|
87,200
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands,
except per share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
610,442
|
|
|
$
|
413,048
|
|
Restricted cash
|
2,681
|
|
|
2,680
|
|
||
Accounts receivable:
|
|
|
|
||||
Trade, net of allowances
|
382,037
|
|
|
389,699
|
|
||
Other
|
3,505
|
|
|
13,098
|
|
||
Inventories
|
200,423
|
|
|
227,439
|
|
||
Other current assets
|
33,328
|
|
|
45,444
|
|
||
Total current assets
|
1,232,416
|
|
|
1,091,408
|
|
||
Property, plant and equipment, net
|
2,006,553
|
|
|
1,819,969
|
|
||
Intangibles, net
|
3,189
|
|
|
4,766
|
|
||
Investments
|
105,214
|
|
|
38,690
|
|
||
Restricted cash
|
2,234
|
|
|
2,308
|
|
||
Other assets
|
77,692
|
|
|
68,074
|
|
||
Total assets
|
$
|
3,427,298
|
|
|
$
|
3,025,215
|
|
|
|
|
|
||||
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Short-term borrowings and current portion of long-term debt
|
$
|
61,350
|
|
|
$
|
—
|
|
Trade accounts payable
|
365,334
|
|
|
439,663
|
|
||
Accrued expenses
|
264,252
|
|
|
212,964
|
|
||
Total current liabilities
|
690,936
|
|
|
652,627
|
|
||
Long-term debt
|
1,516,390
|
|
|
1,320,000
|
|
||
Long-term debt, related party
|
75,000
|
|
|
225,000
|
|
||
Pension and severance obligations
|
165,073
|
|
|
139,379
|
|
||
Other non-current liabilities
|
14,959
|
|
|
21,415
|
|
||
Total liabilities
|
2,462,358
|
|
|
2,358,421
|
|
||
Commitments and contingencies (Note 19)
|
|
|
|
|
|
||
Equity:
|
|
|
|
||||
Amkor stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, designated Series A, none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 500,000 shares authorized, 262,109 and 197,709 shares issued, and 216,702 and 152,397 shares outstanding, in 2013 and 2012, respectively
|
262
|
|
|
198
|
|
||
Additional paid-in capital
|
1,812,530
|
|
|
1,614,143
|
|
||
Accumulated deficit
|
(647,348
|
)
|
|
(756,644
|
)
|
||
Accumulated other comprehensive (loss) income
|
(255
|
)
|
|
11,241
|
|
||
Treasury stock, at cost, 45,407 and 45,312 shares in 2013 and 2012, respectively
|
(211,449
|
)
|
|
(210,983
|
)
|
||
Total Amkor stockholders’ equity
|
953,740
|
|
|
657,955
|
|
||
Noncontrolling interests in subsidiaries
|
11,200
|
|
|
8,839
|
|
||
Total equity
|
964,940
|
|
|
666,794
|
|
||
Total liabilities and equity
|
$
|
3,427,298
|
|
|
$
|
3,025,215
|
|
|
|
|
|
|
Additional Paid-
In Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Income
|
|
|
|
|
|
Total Amkor
Stockholders'
Equity
|
|
Noncontrolling
Interest in
Subsidiaries
|
|
Total
Equity
|
||||||||||||||||||
|
Common Stock
|
|
|
|
|
Treasury Stock
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
|
|
|
Shares
|
|
Cost
|
|
|
|
||||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||
Balance at December 31, 2010
|
183,467
|
|
|
$
|
183
|
|
|
$
|
1,504,927
|
|
|
$
|
(890,270
|
)
|
|
$
|
15,457
|
|
|
(47
|
)
|
|
$
|
(284
|
)
|
|
$
|
630,013
|
|
|
$
|
6,668
|
|
|
$
|
636,681
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
91,808
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,808
|
|
|
1,287
|
|
|
93,095
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,608
|
)
|
|
—
|
|
|
—
|
|
|
(4,608
|
)
|
|
—
|
|
|
(4,608
|
)
|
||||||||
Conversion of debt to common stock
|
13,351
|
|
|
13
|
|
|
100,484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,497
|
|
|
—
|
|
|
100,497
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28,573
|
)
|
|
(129,500
|
)
|
|
(129,500
|
)
|
|
—
|
|
|
(129,500
|
)
|
||||||||
Treasury stock acquired through surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
(776
|
)
|
|
(776
|
)
|
|
—
|
|
|
(776
|
)
|
||||||||
Issuance of stock through share-based compensation plans
|
541
|
|
|
1
|
|
|
821
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
822
|
|
|
—
|
|
|
822
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
5,010
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,010
|
|
|
—
|
|
|
5,010
|
|
||||||||
Balance at December 31, 2011
|
197,359
|
|
|
$
|
197
|
|
|
$
|
1,611,242
|
|
|
$
|
(798,462
|
)
|
|
$
|
10,849
|
|
|
(28,731
|
)
|
|
$
|
(130,560
|
)
|
|
$
|
693,266
|
|
|
$
|
7,955
|
|
|
$
|
701,221
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
41,818
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,818
|
|
|
884
|
|
|
42,702
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
—
|
|
|
392
|
|
|
—
|
|
|
392
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,472
|
)
|
|
(79,814
|
)
|
|
(79,814
|
)
|
|
—
|
|
|
(79,814
|
)
|
||||||||
Treasury stock acquired through surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
(609
|
)
|
|
(609
|
)
|
|
—
|
|
|
(609
|
)
|
||||||||
Issuance of stock through share-based compensation plans
|
350
|
|
|
1
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
182
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
2,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,720
|
|
|
—
|
|
|
2,720
|
|
||||||||
Balance at December 31, 2012
|
197,709
|
|
|
$
|
198
|
|
|
$
|
1,614,143
|
|
|
$
|
(756,644
|
)
|
|
$
|
11,241
|
|
|
(45,312
|
)
|
|
$
|
(210,983
|
)
|
|
$
|
657,955
|
|
|
$
|
8,839
|
|
|
$
|
666,794
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
109,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,296
|
|
|
2,361
|
|
|
111,657
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,496
|
)
|
|
—
|
|
|
—
|
|
|
(11,496
|
)
|
|
—
|
|
|
(11,496
|
)
|
||||||||
Conversion of debt to common stock
|
64,027
|
|
|
64
|
|
|
194,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195,034
|
|
|
—
|
|
|
195,034
|
|
||||||||
Treasury stock acquired through surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
(466
|
)
|
|
(466
|
)
|
|
—
|
|
|
(466
|
)
|
||||||||
Issuance of stock through share-based compensation plans
|
373
|
|
|
—
|
|
|
446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
446
|
|
|
—
|
|
|
446
|
|
||||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
2,971
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,971
|
|
|
—
|
|
|
2,971
|
|
||||||||
Balance at December 31, 2013
|
262,109
|
|
|
$
|
262
|
|
|
$
|
1,812,530
|
|
|
$
|
(647,348
|
)
|
|
$
|
(255
|
)
|
|
(45,407
|
)
|
|
$
|
(211,449
|
)
|
|
$
|
953,740
|
|
|
$
|
11,200
|
|
|
$
|
964,940
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
111,657
|
|
|
$
|
42,702
|
|
|
$
|
93,095
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
410,346
|
|
|
370,479
|
|
|
335,644
|
|
|||
Amortization of deferred debt issuance costs and premiums
|
2,880
|
|
|
3,663
|
|
|
3,737
|
|
|||
Deferred income taxes
|
(8,256
|
)
|
|
6,078
|
|
|
(2,239
|
)
|
|||
Equity in earnings of unconsolidated affiliate
|
(10,316
|
)
|
|
(5,592
|
)
|
|
(7,085
|
)
|
|||
Loss on debt retirement, net
|
11,619
|
|
|
737
|
|
|
10,557
|
|
|||
(Gain) loss on disposal of fixed assets, net
|
(2,545
|
)
|
|
(1,676
|
)
|
|
1,942
|
|
|||
Share-based compensation
|
2,971
|
|
|
2,720
|
|
|
5,010
|
|
|||
Other, net
|
(712
|
)
|
|
(1,279
|
)
|
|
(189
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(992
|
)
|
|
(96,107
|
)
|
|
95,882
|
|
|||
Other receivables
|
461
|
|
|
(1,570
|
)
|
|
2,813
|
|
|||
Inventories
|
38,248
|
|
|
(29,882
|
)
|
|
(6,912
|
)
|
|||
Other current assets
|
10,873
|
|
|
(5,015
|
)
|
|
(5,597
|
)
|
|||
Other assets
|
(3,709
|
)
|
|
(598
|
)
|
|
347
|
|
|||
Trade accounts payable
|
(67,198
|
)
|
|
17,142
|
|
|
(7,539
|
)
|
|||
Accrued expenses
|
32,001
|
|
|
66,566
|
|
|
(21,676
|
)
|
|||
Other non-current liabilities
|
30,208
|
|
|
20,695
|
|
|
19,042
|
|
|||
Net cash provided by operating activities
|
557,536
|
|
|
389,063
|
|
|
516,832
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
(566,256
|
)
|
|
(533,512
|
)
|
|
(466,694
|
)
|
|||
Acquisition of business, net of cash acquired
|
(41,865
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of property, plant and equipment
|
27,209
|
|
|
2,727
|
|
|
15,823
|
|
|||
Payments from J-Devices
|
8,843
|
|
|
15,484
|
|
|
10,794
|
|
|||
Investment in J-Devices
|
(67,372
|
)
|
|
—
|
|
|
—
|
|
|||
Change in restricted cash
|
74
|
|
|
1,693
|
|
|
13,046
|
|
|||
Other investing activities
|
(1,127
|
)
|
|
(6,513
|
)
|
|
(3,503
|
)
|
|||
Net cash used in investing activities
|
(640,494
|
)
|
|
(520,121
|
)
|
|
(430,534
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings under revolving credit facilities
|
5,000
|
|
|
—
|
|
|
—
|
|
|||
Payments under revolving credit facilities
|
(5,000
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings under short-term debt
|
—
|
|
|
30,000
|
|
|
26,567
|
|
|||
Payments of short-term debt
|
—
|
|
|
(50,000
|
)
|
|
(21,567
|
)
|
|||
Proceeds from issuance of long-term debt
|
375,000
|
|
|
637,528
|
|
|
387,512
|
|
|||
Proceeds from issuance of long-term debt, related party
|
—
|
|
|
—
|
|
|
75,000
|
|
|||
Payments of long-term debt, net of certain redemption premiums
|
(80,000
|
)
|
|
(420,116
|
)
|
|
(392,191
|
)
|
|||
Payments for debt issuance costs
|
(3,216
|
)
|
|
(6,007
|
)
|
|
(5,875
|
)
|
|||
Payments for the retirement of debt
|
(11,619
|
)
|
|
—
|
|
|
—
|
|
|||
Payments for repurchase of common stock
|
—
|
|
|
(80,946
|
)
|
|
(128,368
|
)
|
|||
Proceeds from issuance of stock through share-based compensation plans
|
446
|
|
|
182
|
|
|
821
|
|
|||
Payments of tax withholding for restricted shares
|
(466
|
)
|
|
(609
|
)
|
|
(776
|
)
|
|||
Net cash provided by (used in) financing activities
|
280,145
|
|
|
110,032
|
|
|
(58,877
|
)
|
|||
Effect of exchange rate fluctuations on cash and cash equivalents
|
207
|
|
|
(557
|
)
|
|
2,212
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
197,394
|
|
|
(21,583
|
)
|
|
29,633
|
|
|||
Cash and cash equivalents, beginning of period
|
413,048
|
|
|
434,631
|
|
|
404,998
|
|
|||
Cash and cash equivalents, end of period
|
$
|
610,442
|
|
|
$
|
413,048
|
|
|
$
|
434,631
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid during the period for:
|
|
|
|
|
|
||||||
Interest
|
$
|
100,577
|
|
|
$
|
86,138
|
|
|
$
|
81,280
|
|
Income taxes
|
18,318
|
|
|
8,199
|
|
|
16,380
|
|
|||
Non-cash investing activities:
|
|
|
|
|
|
||||||
Common stock issuance for exchange of 6.0% convertible senior subordinated notes due April 2014, $150 million related party
|
193,650
|
|
|
—
|
|
|
—
|
|
|||
Common stock issuance for conversion of related party 6.25% convertible subordinated notes
|
—
|
|
|
—
|
|
|
100,000
|
|
1.
|
Description of Business and Summary of Significant Accounting Policies
|
•
|
Designing and developing innovative packaging and test technologies;
|
•
|
Offering a broad portfolio of cost-effective solutions and services;
|
•
|
Successfully penetrating strategic end markets which offer solid growth prospects;
|
•
|
Cultivating long-standing relationships with our customers, which include many of the world’s leading semiconductor companies;
|
•
|
Collaborating with customers, original equipment manufacturers and equipment and material suppliers;
|
•
|
Developing a competitive cost structure with disciplined capital investment;
|
•
|
Building expertise in high-volume manufacturing processes and developing a reputation for high quality and solid execution and
|
•
|
Having a diversified operational scope with research and development, engineering and production capabilities at various facilities throughout China, Japan, Korea, Malaysia, the Philippines, Taiwan and the United States (“U.S.”).
|
Land use rights
|
50 to 90 years
|
Buildings and improvements
|
10 to 25 years
|
Machinery and equipment
|
2 to 7 years
|
Software and computer equipment
|
3 to 5 years
|
Furniture, fixtures and other equipment
|
4 to 10 years
|
2.
|
New Accounting Standards
|
3.
|
Business Acquisitions
|
4.
|
Share-Based Compensation Plans
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Stock options
|
$
|
883
|
|
|
$
|
1,160
|
|
|
$
|
2,025
|
|
Restricted shares
|
2,088
|
|
|
1,560
|
|
|
2,985
|
|
|||
Total share-based compensation expense
|
$
|
2,971
|
|
|
$
|
2,720
|
|
|
$
|
5,010
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Selling, general and administrative
|
$
|
2,591
|
|
|
$
|
2,368
|
|
|
$
|
4,363
|
|
Research and development
|
380
|
|
|
352
|
|
|
647
|
|
|||
Total share-based compensation expense
|
$
|
2,971
|
|
|
$
|
2,720
|
|
|
$
|
5,010
|
|
Stock Plans
|
|
Amended and Restated
2007 Equity
Incentive Plan
|
|
2003
Inducement Plan
|
Contractual life (years)
|
|
10
|
|
10
|
Plan termination date
|
|
Board of Directors
Discretion
|
|
Board of Directors
Discretion
|
Shares available for grant at December 31, 2013 (in thousands)
|
|
11,580
|
|
471
|
|
Number of
Shares
(In thousands)
|
|
Weighted Average
Exercise Price
per Share
|
|
Weighted Average
Remaining
Contractual Term
(Years)
|
|
Aggregate
Intrinsic
Value
(In thousands)
|
||||
Outstanding at December 31, 2012
|
4,893
|
|
$
|
9.52
|
|
|
|
|
|
||
Granted
|
2,085
|
|
4.39
|
|
|
|
|
|
|||
Exercised
|
(96)
|
|
4.65
|
|
|
|
|
|
|||
Forfeited or expired
|
(2,009)
|
|
11.69
|
|
|
|
|
|
|||
Outstanding at December 31, 2013
|
4,873
|
|
$
|
6.52
|
|
|
5.74
|
|
$
|
4,661
|
|
Fully vested at December 31, 2013 and expected to vest thereafter
|
4,834
|
|
$
|
6.54
|
|
|
5.71
|
|
$
|
4,594
|
|
Exercisable at December 31, 2013
|
2,688
|
|
$
|
8.22
|
|
|
2.70
|
|
$
|
926
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Expected life (in years)
|
6.2
|
|
|
6.0
|
|
|
6.2
|
|
|||
Risk-free interest rate
|
1.7
|
%
|
|
1.0
|
%
|
|
2.4
|
%
|
|||
Volatility
|
60
|
%
|
|
65
|
%
|
|
67
|
%
|
|||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average grant date fair value per option granted
|
$
|
2.49
|
|
|
$
|
2.68
|
|
|
$
|
4.06
|
|
|
Number of
Shares
(In thousands)
|
|
Weighted Average
Grant Date
Fair Value
(Per Share)
|
|||
Nonvested at December 31, 2012
|
816
|
|
|
$
|
5.61
|
|
Awards granted
|
750
|
|
|
4.50
|
|
|
Awards vested
|
(277
|
)
|
|
6.19
|
|
|
Awards forfeited
|
(117
|
)
|
|
4.92
|
|
|
Nonvested at December 31, 2013
|
1,172
|
|
|
$
|
4.83
|
|
5.
|
Other Income and Expense
|
|
December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
(3,785
|
)
|
|
$
|
(3,160
|
)
|
|
$
|
(2,749
|
)
|
Foreign currency (gain) loss
|
(5,626
|
)
|
|
4,185
|
|
|
2,178
|
|
|||
Loss on debt retirement, net
|
12,330
|
|
|
1,199
|
|
|
15,531
|
|
|||
Other income, net
|
(705
|
)
|
|
(1,586
|
)
|
|
(1,030
|
)
|
|||
Total other expense, net
|
$
|
2,214
|
|
|
$
|
638
|
|
|
$
|
13,930
|
|
6.
|
Income Taxes
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
United States
|
$
|
(36,829
|
)
|
|
$
|
17,062
|
|
|
$
|
(8,097
|
)
|
Foreign
|
160,816
|
|
|
37,049
|
|
|
101,231
|
|
|||
Total income before income taxes
|
$
|
123,987
|
|
|
$
|
54,111
|
|
|
$
|
93,134
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
U.S. federal tax at 35%
|
$
|
43,396
|
|
|
$
|
18,939
|
|
|
$
|
32,559
|
|
State taxes, net of federal benefit
|
1,124
|
|
|
1,126
|
|
|
1,451
|
|
|||
Foreign income taxed at different rates
|
(17,814
|
)
|
|
(14,717
|
)
|
|
(22,507
|
)
|
|||
Foreign exchange gain (loss)
|
844
|
|
|
12,329
|
|
|
(5,966
|
)
|
|||
Change in valuation allowance
|
(32,415
|
)
|
|
(3,112
|
)
|
|
(8,672
|
)
|
|||
Adjustments related to prior years
|
2,727
|
|
|
(2,464
|
)
|
|
3,582
|
|
|||
Income tax credits generated
|
(2,622
|
)
|
|
(1,370
|
)
|
|
(466
|
)
|
|||
Repatriation of foreign earnings and profits
|
6,499
|
|
|
3,240
|
|
|
3,388
|
|
|||
Expiration of capital loss carryforward
|
15,555
|
|
|
—
|
|
|
—
|
|
|||
Equity in earnings of J-Devices
|
—
|
|
|
2,404
|
|
|
3,047
|
|
|||
Acquisition expenses
|
1,381
|
|
|
—
|
|
|
—
|
|
|||
Debt conversion costs
|
4,067
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(96
|
)
|
|
626
|
|
|
708
|
|
|||
Total
|
$
|
22,646
|
|
|
$
|
17,001
|
|
|
$
|
7,124
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
147,905
|
|
|
$
|
155,270
|
|
Capital loss carryforwards
|
—
|
|
|
18,221
|
|
||
Income tax credits
|
27,751
|
|
|
31,665
|
|
||
Property, plant and equipment
|
14,390
|
|
|
283
|
|
||
Accrued liabilities
|
57,374
|
|
|
46,045
|
|
||
Unrealized foreign exchange loss
|
3,893
|
|
|
3,949
|
|
||
Other
|
15,137
|
|
|
19,252
|
|
||
Total deferred tax assets
|
266,450
|
|
|
274,685
|
|
||
Valuation allowance
|
(179,183
|
)
|
|
(209,757
|
)
|
||
Total deferred tax assets net of valuation allowance
|
87,267
|
|
|
64,928
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Property, plant and equipment
|
21,716
|
|
|
3,263
|
|
||
Deferred gain
|
6,295
|
|
|
6,899
|
|
||
Other
|
1,967
|
|
|
13,031
|
|
||
Total deferred tax liabilities
|
29,978
|
|
|
23,193
|
|
||
Net deferred tax assets
|
$
|
57,289
|
|
|
$
|
41,735
|
|
Recognized as:
|
|
|
|
||||
Other current assets
|
$
|
10,729
|
|
|
$
|
12,615
|
|
Other assets
|
47,609
|
|
|
40,047
|
|
||
Accrued expenses
|
(97
|
)
|
|
(800
|
)
|
||
Other non-current liabilities
|
(952
|
)
|
|
(10,127
|
)
|
||
Total
|
$
|
57,289
|
|
|
$
|
41,735
|
|
Jurisdiction
|
|
Years
|
United States
|
|
2010-2013
|
Korea
|
|
2008-2013
|
Philippines
|
|
2010-2013
|
Japan
|
|
2008-2013
|
China
|
|
2008-2013
|
Singapore
|
|
2009-2013
|
Malaysia
|
|
2007-2013
|
Taiwan
|
|
2010-2013
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Balance at January 1
|
$
|
8,218
|
|
|
$
|
7,930
|
|
|
$
|
10,503
|
|
Additions based on tax positions related to the current year
|
17,752
|
|
|
5,551
|
|
|
24
|
|
|||
Additions for tax positions of prior years
|
2,723
|
|
|
54
|
|
|
699
|
|
|||
Reductions for tax positions of prior years
|
(108
|
)
|
|
(4,091
|
)
|
|
(2,248
|
)
|
|||
Reductions related to settlements with tax authorities
|
(1,353
|
)
|
|
(1,226
|
)
|
|
(991
|
)
|
|||
Reductions from lapse of statutes of limitations
|
(104
|
)
|
|
—
|
|
|
(57
|
)
|
|||
Balance at December 31
|
$
|
27,128
|
|
|
$
|
8,218
|
|
|
$
|
7,930
|
|
7.
|
Earnings Per Share
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands, except per share data)
|
||||||||||
Net income attributable to Amkor
|
$
|
109,296
|
|
|
$
|
41,818
|
|
|
$
|
91,808
|
|
Income allocated to participating securities
|
(681
|
)
|
|
(212
|
)
|
|
(332
|
)
|
|||
Net income available to Amkor common stockholders
|
108,615
|
|
|
41,606
|
|
|
91,476
|
|
|||
Adjustment for dilutive securities on net income:
|
|
|
|
|
|
||||||
Net income reallocated to participating securities
|
93
|
|
|
212
|
|
|
332
|
|
|||
Interest on 6.0% convertible notes due 2014, net of tax
|
9,440
|
|
|
16,103
|
|
|
16,103
|
|
|||
Net income attributable to Amkor — diluted
|
$
|
118,148
|
|
|
$
|
57,921
|
|
|
$
|
107,911
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding — basic
|
187,032
|
|
|
160,105
|
|
|
190,829
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options and restricted share awards
|
21
|
|
|
241
|
|
|
199
|
|
|||
6.0% convertible notes due 2014
|
48,277
|
|
|
82,658
|
|
|
82,658
|
|
|||
Weighted average shares outstanding — diluted
|
235,330
|
|
|
243,004
|
|
|
273,686
|
|
|||
Net income attributable to Amkor per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.58
|
|
|
$
|
0.26
|
|
|
$
|
0.48
|
|
Diluted
|
0.50
|
|
|
0.24
|
|
|
0.39
|
|
|
For the Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(In thousands)
|
|||||||
Stock options and restricted share awards
|
4,890
|
|
|
4,416
|
|
|
5,070
|
|
2.5% convertible notes due 2011
|
—
|
|
|
—
|
|
|
1,094
|
|
6.25% convertible notes due 2013
|
—
|
|
|
—
|
|
|
695
|
|
Total potentially dilutive shares
|
4,890
|
|
|
4,416
|
|
|
6,859
|
|
8.
|
Accounts Receivable, Trade
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Accounts receivable
|
$
|
389,157
|
|
|
$
|
391,969
|
|
Allowance for sales credits
|
(7,044
|
)
|
|
(2,255
|
)
|
||
Allowance for doubtful accounts
|
(76
|
)
|
|
(15
|
)
|
||
Total accounts receivable trade, net of allowances
|
$
|
382,037
|
|
|
$
|
389,699
|
|
9.
|
Inventories
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Raw materials and purchased components
|
$
|
147,292
|
|
|
$
|
166,691
|
|
Work-in-process
|
53,131
|
|
|
60,748
|
|
||
Total inventories
|
$
|
200,423
|
|
|
$
|
227,439
|
|
10.
|
Property, Plant and Equipment
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
208,048
|
|
|
$
|
106,338
|
|
Land use rights
|
26,845
|
|
|
19,945
|
|
||
Buildings and improvements
|
911,258
|
|
|
904,919
|
|
||
Machinery and equipment
|
3,577,045
|
|
|
3,332,855
|
|
||
Software and computer equipment
|
193,641
|
|
|
191,132
|
|
||
Furniture, fixtures and other equipment
|
17,430
|
|
|
19,194
|
|
||
Construction in progress
|
27,039
|
|
|
24,670
|
|
||
|
4,961,306
|
|
|
4,599,053
|
|
||
Less accumulated depreciation and amortization
|
(2,954,753
|
)
|
|
(2,779,084
|
)
|
||
Total property, plant and equipment, net
|
$
|
2,006,553
|
|
|
$
|
1,819,969
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Cost of sales
|
$
|
377,022
|
|
|
$
|
336,542
|
|
|
$
|
302,011
|
|
Selling, general and administrative
|
15,331
|
|
|
19,487
|
|
|
22,387
|
|
|||
Research and development
|
14,360
|
|
|
10,600
|
|
|
5,981
|
|
|||
Total depreciation expense
|
$
|
406,713
|
|
|
$
|
366,629
|
|
|
$
|
330,379
|
|
11.
|
Intangibles
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
|
(In thousands)
|
||||||||||
Patents and technology rights
|
$
|
21,929
|
|
|
$
|
(18,740
|
)
|
|
$
|
3,189
|
|
Customer relationships
|
8,000
|
|
|
(8,000
|
)
|
|
—
|
|
|||
Total intangibles
|
$
|
29,929
|
|
|
$
|
(26,740
|
)
|
|
$
|
3,189
|
|
|
Gross
|
|
Accumulated
Amortization
|
|
Net
|
||||||
|
(In thousands)
|
||||||||||
Patents and technology rights
|
$
|
22,169
|
|
|
$
|
(19,636
|
)
|
|
$
|
2,533
|
|
Customer relationships
|
8,000
|
|
|
(5,767
|
)
|
|
2,233
|
|
|||
Total intangibles
|
$
|
30,169
|
|
|
$
|
(25,403
|
)
|
|
$
|
4,766
|
|
|
Amortization
|
||
|
(In thousands)
|
||
2014
|
$
|
1,028
|
|
2015
|
736
|
|
|
2016
|
521
|
|
|
2017
|
488
|
|
|
2018
|
275
|
|
|
Thereafter
|
141
|
|
|
Total amortization
|
$
|
3,189
|
|
12.
|
Investments
|
|
December 31,
|
||||||||||||
|
2013
|
|
2012
|
||||||||||
|
Carrying
Value
|
|
Ownership
Interest
|
|
Carrying
Value
|
|
Ownership
Interest
|
||||||
|
(In thousands, except percentages)
|
||||||||||||
Investment in unconsolidated affiliate
|
$
|
105,214
|
|
|
60.0
|
%
|
|
$
|
38,690
|
|
|
30.0
|
%
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Summary income statement information for J-Devices
|
|
|
|
|
|
||||||
Net sales
|
$
|
825,135
|
|
|
$
|
531,530
|
|
|
$
|
576,421
|
|
Gross profit
|
83,778
|
|
|
61,003
|
|
|
82,729
|
|
|||
Net income
|
16,538
|
|
|
20,299
|
|
|
25,412
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Summary balance sheet information for J-Devices
|
|
|
|
||||
Current assets
|
$
|
352,628
|
|
|
$
|
240,759
|
|
Non-current assets (including property, plant and equipment)
|
234,241
|
|
|
201,459
|
|
||
Current liabilities (including debt)
|
298,401
|
|
|
225,531
|
|
||
Total debt
|
131,275
|
|
|
144,733
|
|
||
Non-current liabilities (including debt)
|
108,928
|
|
|
96,612
|
|
||
Total stockholders' equity
|
179,540
|
|
|
120,075
|
|
13.
|
Accrued Expenses
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Payroll and benefits
|
$
|
75,909
|
|
|
$
|
56,651
|
|
Deferred revenue and customer advances
|
44,764
|
|
|
52,773
|
|
||
Accrued royalties (Note 19)
|
43,324
|
|
|
33,324
|
|
||
Accrued interest
|
21,807
|
|
|
19,048
|
|
||
Acquisition payable (Note 3)
|
17,897
|
|
|
—
|
|
||
Income taxes payable
|
17,528
|
|
|
8,341
|
|
||
Accrued severance plan obligations (Note 15)
|
11,197
|
|
|
9,516
|
|
||
Other accrued expenses
|
31,826
|
|
|
33,311
|
|
||
Total accrued expenses
|
$
|
264,252
|
|
|
$
|
212,964
|
|
14.
|
Debt
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Debt of Amkor Technology, Inc.:
|
|
|
|
||||
Senior secured credit facilities:
|
|
|
|
||||
$150 million revolving credit facility, LIBOR plus 1.5%-2.25%, due June 2017
|
$
|
—
|
|
|
$
|
—
|
|
Senior notes:
|
|
|
|
||||
7.375% Senior notes, due May 2018
|
345,000
|
|
|
345,000
|
|
||
6.625% Senior notes, due June 2021, $75 million related party
|
400,000
|
|
|
400,000
|
|
||
6.375% Senior notes, due October 2022 (1)
|
525,000
|
|
|
300,000
|
|
||
Senior subordinated notes:
|
|
|
|
||||
6.0% Convertible senior subordinated notes (2)
|
56,350
|
|
|
250,000
|
|
||
Debt of subsidiaries:
|
|
|
|
||||
Amkor Technology Korea, Inc.:
|
|
|
|
||||
$41 million revolving credit facility, foreign currency funding-linked base rate plus 2.00%, due June 2016 (3)
|
—
|
|
|
—
|
|
||
Term loan, foreign currency funding-linked base rate plus 2.30%, due March 2015 (4)
|
80,000
|
|
|
100,000
|
|
||
Term loan, LIBOR plus 3.70%, due June 2016 (5)
|
70,000
|
|
|
—
|
|
||
Term loan, LIBOR plus 3.90% or 3.94%, due July 2017 (6)
|
90,000
|
|
|
137,000
|
|
||
Term loan, foreign currency funding-linked base rate plus 1.75%, due September 2017 (7)
|
10,000
|
|
|
—
|
|
||
Term loan, LIBOR plus 3.70%, due December 2019 (8)
|
70,000
|
|
|
13,000
|
|
||
Other:
|
|
|
|
||||
Revolving credit facility, TAIFX plus a bank-determined spread, due April 2015 (Taiwan) (9)
|
—
|
|
|
—
|
|
||
|
1,646,350
|
|
|
1,545,000
|
|
||
Add: Unamortized premium (1)
|
6,390
|
|
|
—
|
|
||
Less: Short-term borrowings and current portion of long-term debt
|
(61,350
|
)
|
|
—
|
|
||
Long-term debt (including related party)
|
$
|
1,591,390
|
|
|
$
|
1,545,000
|
|
(1)
|
In September 2012, we issued
$300.0 million
of
6.375%
Senior Notes due October 2022 (the “2022 Notes”). The 2022 Notes were issued at par and are senior unsecured obligations. Interest is payable semi-annually on April 1 and October 1 of each year, and commenced April 1, 2013. In May 2013, we issued an additional
$225.0 million
of
6.375%
Senior Notes due October 2022 (the “Additional 2022 Notes”) under the same terms as the 2022 Notes. The Additional 2022 Notes were issued at a premium of
103%
or
$6.8 million
. The net proceeds from the issuance of the Additional 2022 Notes were designated for general corporate purposes. We incurred
$3.4 million
of debt issuance costs associated with the Additional 2022 Notes.
|
(2)
|
In April 2009, we issued
$250 million
of our
6.0%
Convertible Senior Subordinated Notes due April 2014 (the “2014 Notes”). The 2014 Notes are convertible at any time prior to the maturity date into our common stock at a price of approximately
$3.02
per share, subject to adjustment. The 2014 Notes are subordinated to the prior payment in full of all of our senior debt. The 2014 Notes were purchased by certain qualified institutional buyers and an entity controlled by Mr. James J. Kim, our Executive Chairman of the Board of Directors. Mr. Kim's affiliate purchased
$150.0 million
of the 2014 Notes. In June 2013, we completed a tender offer for the 2014 Notes and
|
(3)
|
In June 2012, we entered into a
$41.0 million
revolving credit facility with a Korean Bank with a term of
12
months. Principal is payable upon maturity and interest is paid monthly. The loan is collateralized with substantially all the land, factories and equipment at our facilities in Korea. In June 2013, the facility was amended by extending the term by three years to June 2016. As of
December 31, 2013
,
$41.0 million
was available to be borrowed for general working capital purposes.
|
(4)
|
In March 2012, we entered into a loan agreement with a Korean bank pursuant to which we may borrow up to
$100.0 million
through March 2015. The loan is collateralized by substantially all the land, factories and equipment located at our facilities in Korea. Principal is payable at maturity, however an early repayment of
$20.0 million
was made in November 2013.
|
(5)
|
In April 2013, we entered into a loan agreement with a Korean bank pursuant to which we may borrow up to
$150.0 million
through April 2016. The loan is collateralized by substantially all the land, factories and equipment located at our facilities in Korea. Principal is payable at maturity. In December 2013, the loan agreement was amended which adjusted the base interest rate from
3.80%
to
3.70%
. As of
December 31, 2013
,
$80.0 million
was available to be borrowed for general working capital purposes and the repayment of inter-company debt.
|
(6)
|
In June 2012, we entered into a
$150.0 million
secured term loan for
five years
with a Korean bank which is collateralized by substantially all the land, factories and equipment located at our facilities in Korea. The
$150.0 million
consists of two components,
$50.0 million
of the proceeds ("Tranche A") which was used to fully repay our term loan due July 2014 and
$100.0 million
("Tranche B") to fund capital expenditures. The term loan was fully drawn in January 2013. Principal is payable upon maturity; however, an early repayment of
$60.0 million
was made in December 2013.
|
(7)
|
In March 2013, we entered into a loan agreement with a Korean bank pursuant to which we may borrow up to
$150.0 million
through September 2017. The loan is collateralized by substantially all the land, factories and equipment located at our facilities in Korea. Principal is payable in quarterly installments of
$5.0 million
starting in December 2014, with the remaining balance due at maturity. As of
December 31, 2013
,
$140.0 million
was available to be borrowed for capital expenditures.
|
(8)
|
In November 2012, we entered into a loan agreement with a Korean bank pursuant to which we may borrow up to
$100.0 million
through March 2014. In November 2013, the loan agreement was amended which extended the borrowing period from November 2013 to March 2014. The loan is collateralized by substantially all the land, factories and equipment located at our facilities in Korea. Principal is payable upon maturity. As of
December 31, 2013
,
$30.0 million
was available to be borrowed for capital expenditures.
|
(9)
|
In September 2012, Amkor Technology Taiwan Ltd, a subsidiary in Taiwan, entered into a revolving credit facility. Availability under the revolving credit facility was originally
$44.0 million
and subsequent availability steps down
$5.0 million
every six months from the original available balance. Principal is payable at maturity. As of
December 31, 2013
,
$29.0 million
was available to be drawn for general corporate purposes and capital expenditures.
|
|
Variable Interest Rates at December 31,
|
||||
|
2013
|
|
2012
|
||
Amkor Technology, Inc.
|
|
|
|
||
Amkor Technology Korea, Inc.:
|
|
|
|
||
Term loan, foreign currency funding-linked base rate plus 2.30%, due March 2015
|
4.29
|
%
|
|
4.21
|
%
|
Term loan, LIBOR plus 3.70%, due June 2016
|
3.95
|
%
|
|
—
|
|
Term loan, LIBOR plus 3.90%, due July 2017 (Tranche A)
|
4.14
|
%
|
|
4.26
|
%
|
Term loan, LIBOR plus 3.94%, due July 2017 (Tranche B)
|
4.18
|
%
|
|
4.26
|
%
|
Term loan, foreign currency funding-linked base rate plus 1.75%, due
September 2017 |
3.76
|
%
|
|
—
|
|
Term loan, LIBOR plus 3.70%, due December 2019
|
3.95
|
%
|
|
4.01
|
%
|
|
Total Debt
|
||
|
(In thousands)
|
||
Payments due for the year ending December 31,
|
|
||
2014
|
$
|
61,350
|
|
2015
|
85,000
|
|
|
2016
|
70,000
|
|
|
2017
|
90,000
|
|
|
2018
|
345,000
|
|
|
Thereafter
|
995,000
|
|
|
Total debt
|
$
|
1,646,350
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Balance at the beginning of year
|
$
|
126,762
|
|
|
$
|
106,715
|
|
|
$
|
88,899
|
|
Provision of severance benefits
|
26,550
|
|
|
19,667
|
|
|
26,705
|
|
|||
Severance payments
|
(10,402
|
)
|
|
(8,520
|
)
|
|
(6,717
|
)
|
|||
Loss (gain) on foreign currency
|
2,463
|
|
|
8,900
|
|
|
(2,172
|
)
|
|||
|
145,373
|
|
|
126,762
|
|
|
106,715
|
|
|||
Payments remaining with the National Pension Fund
|
(241
|
)
|
|
(249
|
)
|
|
(239
|
)
|
|||
Total severance obligation balance at the end of year
|
145,132
|
|
|
126,513
|
|
|
106,476
|
|
|||
Less current portion of accrued severance obligation (Note 13)
|
11,197
|
|
|
9,516
|
|
|
7,476
|
|
|||
Non-current portion of severance obligation
|
$
|
133,935
|
|
|
$
|
116,997
|
|
|
$
|
99,000
|
|
|
For the Year Ended
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
80,528
|
|
|
$
|
78,897
|
|
Service cost
|
5,909
|
|
|
6,362
|
|
||
Interest cost
|
3,170
|
|
|
3,270
|
|
||
Benefits paid
|
(1,602
|
)
|
|
(1,168
|
)
|
||
Actuarial gains
|
(2,513
|
)
|
|
(3,899
|
)
|
||
Acquisition (Note 3)
|
13,017
|
|
|
—
|
|
||
Effects of curtailment
|
(176
|
)
|
|
554
|
|
||
Settlement
|
(8,701
|
)
|
|
(4,925
|
)
|
||
Foreign exchange (gain) loss
|
(8,060
|
)
|
|
1,437
|
|
||
Projected benefit obligation at end of year
|
81,572
|
|
|
80,528
|
|
||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
58,146
|
|
|
48,801
|
|
||
Actual gain on plan assets
|
5,159
|
|
|
3,500
|
|
||
Employer contributions
|
1,120
|
|
|
8,687
|
|
||
Settlement
|
(8,701
|
)
|
|
(4,925
|
)
|
||
Benefits paid
|
(1,602
|
)
|
|
(1,168
|
)
|
||
Foreign exchange (loss) gain
|
(3,818
|
)
|
|
3,251
|
|
||
Fair value of plan assets at end of year
|
50,304
|
|
|
58,146
|
|
||
Funded status of the Plans at end of year
|
$
|
(31,268
|
)
|
|
$
|
(22,382
|
)
|
|
Initial Net
Obligation
|
|
Prior Service
Cost
|
|
Actuarial Net
(Loss) Gain
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance at December 31, 2011, net of tax ($1.4 million)
|
$
|
(58
|
)
|
|
$
|
(31
|
)
|
|
$
|
(10,421
|
)
|
|
$
|
(10,510
|
)
|
Amortization included in net periodic pension cost, net of tax (less than $0.1 million)
|
6
|
|
|
219
|
|
|
181
|
|
|
406
|
|
||||
Net gain arising during period, net of tax
(less than $0.1 million)
|
—
|
|
|
—
|
|
|
4,731
|
|
|
4,731
|
|
||||
Adjustments to unrealized components of defined benefit pension plan included in other comprehensive income, net of tax ($0.1 million)
|
6
|
|
|
219
|
|
|
4,912
|
|
|
5,137
|
|
||||
Balance at December 31, 2012, net of tax ($1.3 million)
|
$
|
(52
|
)
|
|
$
|
188
|
|
|
$
|
(5,509
|
)
|
|
$
|
(5,373
|
)
|
Amortization included in net periodic pension cost, net of tax (less than $0.1 million)
|
8
|
|
|
250
|
|
|
106
|
|
|
364
|
|
||||
Net gain arising during period, net of tax
($0.2 million)
|
—
|
|
|
—
|
|
|
3,996
|
|
|
3,996
|
|
||||
Adjustments to unrealized components of defined benefit pension plan included in other comprehensive income, net of tax ($0.3 million)
|
8
|
|
|
250
|
|
|
4,102
|
|
|
4,360
|
|
||||
Balance at December 31, 2013, net of tax ($1.0 million)
|
$
|
(44
|
)
|
|
$
|
438
|
|
|
$
|
(1,407
|
)
|
|
$
|
(1,013
|
)
|
|
|
|
|
|
|
|
|
||||||||
Estimated amortization of cost to be included in 2014 net periodic pension cost
|
$
|
5
|
|
|
$
|
211
|
|
|
$
|
66
|
|
|
$
|
282
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Plans with underfunded or non-funded projected benefit obligation:
|
|
|
|
||||
Aggregate projected benefit obligation
|
$
|
73,326
|
|
|
$
|
80,528
|
|
Aggregate fair value of plan assets
|
41,957
|
|
|
58,146
|
|
||
Plans with underfunded or non-funded accumulated benefit obligation:
|
|
|
|
||||
Aggregate accumulated benefit obligation
|
24,877
|
|
|
17,816
|
|
||
Aggregate fair value of plan assets
|
—
|
|
|
—
|
|
|
For the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Components of net periodic pension cost and total pension expense:
|
|
|
|
|
|
||||||
Service cost
|
$
|
5,909
|
|
|
$
|
6,362
|
|
|
$
|
5,744
|
|
Interest cost
|
3,170
|
|
|
3,270
|
|
|
3,274
|
|
|||
Expected return on plan assets
|
(3,508
|
)
|
|
(3,188
|
)
|
|
(3,119
|
)
|
|||
Amortization of transition obligation
|
7
|
|
|
7
|
|
|
8
|
|
|||
Amortization of prior service cost
|
231
|
|
|
291
|
|
|
269
|
|
|||
Recognized actuarial loss
|
135
|
|
|
218
|
|
|
83
|
|
|||
Net periodic pension cost
|
5,944
|
|
|
6,960
|
|
|
6,259
|
|
|||
Curtailment (gain) loss
|
(176
|
)
|
|
1,089
|
|
|
1,016
|
|
|||
Settlement (gain) loss
|
(120
|
)
|
|
(100
|
)
|
|
565
|
|
|||
Total pension expense
|
$
|
5,648
|
|
|
$
|
7,949
|
|
|
$
|
7,840
|
|
|
For the Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
Discount rate for determining net periodic pension cost
|
3.9
|
%
|
|
4.2
|
%
|
|
5.2
|
%
|
Discount rate for determining benefit obligations at year end
|
3.9
|
%
|
|
4.0
|
%
|
|
4.2
|
%
|
Rate of compensation increase for determining net periodic
pension cost
|
4.1
|
%
|
|
4.5
|
%
|
|
4.6
|
%
|
Rate of compensation increase for determining benefit obligations
at year end
|
4.1
|
%
|
|
4.1
|
%
|
|
4.5
|
%
|
Expected rate of return on plan assets for determining net periodic
pension cost
|
6.3
|
%
|
|
6.3
|
%
|
|
6.4
|
%
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
4,542
|
|
|
$
|
—
|
|
|
$
|
4,542
|
|
Equity securities
|
|
|
|
|
|
|
|||||
Foreign securities
|
1,950
|
|
|
—
|
|
|
1,950
|
|
|||
U.S. securities
|
18,223
|
|
|
—
|
|
|
18,223
|
|
|||
|
20,173
|
|
|
—
|
|
|
20,173
|
|
|||
U.S. fixed income funds
|
4,186
|
|
|
—
|
|
|
4,186
|
|
|||
Bonds
|
|
|
|
|
|
|
|||||
U.S. government bonds
|
—
|
|
|
2,087
|
|
|
2,087
|
|
|||
Foreign treasury notes
|
10,374
|
|
|
—
|
|
|
10,374
|
|
|||
|
10,374
|
|
|
2,087
|
|
|
12,461
|
|
|||
Taiwan retirement fund
|
8,840
|
|
|
—
|
|
|
8,840
|
|
|||
Other
|
—
|
|
|
102
|
|
|
102
|
|
|||
Total
|
$
|
48,115
|
|
|
$
|
2,189
|
|
|
$
|
50,304
|
|
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
|
Significant
Other Observable
Inputs
(Level 2)
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
1,348
|
|
|
$
|
—
|
|
|
$
|
1,348
|
|
Equity securities
|
|
|
|
|
|
|
|||||
Foreign securities
|
394
|
|
|
—
|
|
|
394
|
|
|||
U.S. securities
|
9,046
|
|
|
—
|
|
|
9,046
|
|
|||
|
9,440
|
|
|
—
|
|
|
9,440
|
|
|||
U.S. fixed income funds
|
1,714
|
|
|
—
|
|
|
1,714
|
|
|||
Bonds
|
|
|
|
|
|
|
|||||
U.S. government bonds
|
2,070
|
|
|
6,448
|
|
|
8,518
|
|
|||
Foreign government bonds
|
406
|
|
|
—
|
|
|
406
|
|
|||
Foreign treasury notes
|
27,503
|
|
|
—
|
|
|
27,503
|
|
|||
|
29,979
|
|
|
6,448
|
|
|
36,427
|
|
|||
Taiwan retirement fund
|
8,720
|
|
|
—
|
|
|
8,720
|
|
|||
Other
|
377
|
|
|
120
|
|
|
497
|
|
|||
Total
|
$
|
51,578
|
|
|
$
|
6,568
|
|
|
$
|
58,146
|
|
|
Payments
|
||
|
(In thousands)
|
||
2014
|
$
|
2,663
|
|
2015
|
3,410
|
|
|
2016
|
2,901
|
|
|
2017
|
3,198
|
|
|
2018
|
4,047
|
|
|
2019 to 2023
|
33,275
|
|
16.
|
Accumulated Other Comprehensive Income and Loss
|
|
Defined Benefit Pension
|
|
Foreign Currency
|
|
Equity Interest in J-Devices' Other Comprehensive Income (Loss)
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accumulated other comprehensive (loss) income at December 31, 2011
|
$
|
(10,510
|
)
|
|
$
|
19,034
|
|
|
$
|
2,325
|
|
|
$
|
10,849
|
|
Other comprehensive income (loss) before reclassifications
|
4,731
|
|
|
(2,688
|
)
|
|
(2,057
|
)
|
|
(14
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
406
|
|
|
—
|
|
|
—
|
|
|
406
|
|
||||
Other comprehensive income (loss)
|
5,137
|
|
|
(2,688
|
)
|
|
(2,057
|
)
|
|
392
|
|
||||
Accumulated other comprehensive (loss) income at December 31, 2012
|
$
|
(5,373
|
)
|
|
$
|
16,346
|
|
|
$
|
268
|
|
|
$
|
11,241
|
|
Other comprehensive income (loss) before reclassifications
|
3,996
|
|
|
(4,895
|
)
|
|
(10,961
|
)
|
|
(11,860
|
)
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
364
|
|
|
—
|
|
|
—
|
|
|
364
|
|
||||
Other comprehensive income (loss)
|
4,360
|
|
|
(4,895
|
)
|
|
(10,961
|
)
|
|
(11,496
|
)
|
||||
Accumulated other comprehensive (loss) income at December 31, 2013
|
$
|
(1,013
|
)
|
|
$
|
11,451
|
|
|
$
|
(10,693
|
)
|
|
$
|
(255
|
)
|
17.
|
Treasury Stock
|
18.
|
Fair Value Measurements
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
Recurring fair value measurements:
|
|
|
|
||||
Cash equivalent money market funds (Level 1)
|
$
|
300,352
|
|
|
$
|
151,066
|
|
Restricted cash money market funds (Level 1)
|
2,681
|
|
|
2,680
|
|
||
|
|
|
|
||||
Nonrecurring fair value measurements:
|
|
|
|
||||
Long-lived assets held for use or disposal (Level 3)
|
$
|
1,055
|
|
|
$
|
868
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Nonrecurring fair value measurements:
|
|
|
|
|
|
||||||
Losses on long-lived assets held for use or disposal (Level 3)
|
$
|
1,529
|
|
|
$
|
763
|
|
|
$
|
3,336
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Senior notes (Level 1)
|
$
|
1,321,443
|
|
|
$
|
1,276,390
|
|
|
$
|
1,061,945
|
|
|
$
|
1,045,000
|
|
Convertible senior subordinated notes (Level 1)
|
102,585
|
|
|
56,350
|
|
|
371,975
|
|
|
250,000
|
|
||||
Term loans (Level 2)
|
320,000
|
|
|
320,000
|
|
|
269,200
|
|
|
250,000
|
|
||||
Total debt
|
$
|
1,744,028
|
|
|
$
|
1,652,740
|
|
|
$
|
1,703,120
|
|
|
$
|
1,545,000
|
|
19.
|
Commitments and Contingencies
|
|
Lease Payments
|
||
|
(In thousands)
|
||
2014
|
$
|
23,380
|
|
2015
|
14,937
|
|
|
2016
|
4,116
|
|
|
2017
|
4,060
|
|
|
2018
|
4,031
|
|
|
Thereafter
|
6,445
|
|
|
Total
|
$
|
56,969
|
|
20.
|
Business Segments, Customer Concentrations and Geographic Information
|
•
|
We are managed under a functionally-based organizational structure with the head of each function reporting directly to the CODM;
|
•
|
We assess performance, including incentive compensation, based on consolidated operating performance and financial results;
|
•
|
Our CODM allocates resources and makes other operating decisions based on specific customer business opportunities and
|
•
|
We have an integrated process for the design, development and manufacturing services we provide to all of our customers. We also have centralized sales and administrative functions.
|
|
Net Sales for the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Advanced products
|
$
|
1,451,664
|
|
|
$
|
1,302,145
|
|
|
$
|
1,124,701
|
|
Mainstream products
|
1,504,786
|
|
|
1,457,401
|
|
|
1,651,658
|
|
|||
Total net sales
|
$
|
2,956,450
|
|
|
$
|
2,759,546
|
|
|
$
|
2,776,359
|
|
|
Net Sales for the Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(In thousands)
|
||||||||||
Japan
|
$
|
394,834
|
|
|
$
|
349,360
|
|
|
$
|
340,302
|
|
Singapore
|
496,601
|
|
|
452,737
|
|
|
539,467
|
|
|||
Thailand
|
116,376
|
|
|
139,134
|
|
|
111,748
|
|
|||
Other foreign countries
|
743,425
|
|
|
675,365
|
|
|
697,229
|
|
|||
Total foreign countries
|
1,751,236
|
|
|
1,616,596
|
|
|
1,688,746
|
|
|||
United States
|
1,205,214
|
|
|
1,142,950
|
|
|
1,087,613
|
|
|||
Total net sales
|
$
|
2,956,450
|
|
|
$
|
2,759,546
|
|
|
$
|
2,776,359
|
|
|
Property, Plant and Equipment, Net
at December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(In thousands)
|
||||||
China
|
$
|
524,967
|
|
|
$
|
409,822
|
|
Japan
|
10,799
|
|
|
17,545
|
|
||
Korea
|
916,777
|
|
|
907,844
|
|
||
Malaysia
|
61,080
|
|
|
—
|
|
||
Philippines
|
240,187
|
|
|
211,323
|
|
||
Taiwan
|
236,178
|
|
|
233,114
|
|
||
Other foreign countries
|
93
|
|
|
77
|
|
||
Total foreign countries
|
1,990,081
|
|
|
1,779,725
|
|
||
United States
|
16,472
|
|
|
40,244
|
|
||
Total property, plant and equipment, net
|
$
|
2,006,553
|
|
|
$
|
1,819,969
|
|
21.
|
Reductions in Force
|
|
Employee
Separation
Costs
|
||
|
(In thousands)
|
||
Accrual at December 31, 2010
|
$
|
670
|
|
Charges, net
|
8,326
|
|
|
Cash Payments
|
(7,416
|
)
|
|
Non-cash Amounts
|
(1,580
|
)
|
|
Accrual at December 31, 2011
|
—
|
|
|
Charges, net
|
11,211
|
|
|
Cash Payments
|
(8,682
|
)
|
|
Non-cash Amounts
|
(922
|
)
|
|
Accrual at December 31, 2012
|
1,607
|
|
|
Charges, net
|
10,506
|
|
|
Cash Payments
|
(12,531
|
)
|
|
Non-cash Amounts
|
418
|
|
|
Accrual at December 31, 2013
|
$
|
—
|
|
|
Balance at
Beginning of
Period
|
|
Additions (Credited) Charged to Expense
|
|
Write-offs
|
|
(a)
Other
|
|
Balance at
End of Period
|
|||||||
|
(In thousands)
|
|||||||||||||||
Deferred tax asset valuation allowance:
|
|
|
|
|
|
|
|
|
|
|||||||
Year ended December 31, 2011
|
$
|
223,612
|
|
|
(509
|
)
|
|
(8,163
|
)
|
|
(671
|
)
|
|
$
|
214,269
|
|
Year ended December 31, 2012
|
214,269
|
|
|
(1,626
|
)
|
|
(1,486
|
)
|
|
(1,400
|
)
|
|
209,757
|
|
||
Year ended December 31, 2013
|
209,757
|
|
|
(16,860
|
)
|
|
(15,555
|
)
|
|
1,841
|
|
|
179,183
|
|
(a)
|
Column represents adjustments to the deferred tax asset valuation allowance directly through stockholders’ equity for changes in accumulated other comprehensive income related to our foreign defined benefit pension plans.
|
Item 9.
|
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
(a)
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options
(In thousands)
|
|
(b)
Weighted-Average
Exercise Price of
Outstanding
Options
|
|
(c)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column(a)
(In thousands)
|
||||
Equity compensation plans approved by stockholders (1)
|
4,873
|
|
|
$
|
6.52
|
|
|
11,580
|
|
Equity compensation plans not approved by stockholders (2)
|
—
|
|
|
—
|
|
|
471
|
|
|
Total equity compensation plans
|
4,873
|
|
|
|
|
12,051
|
|
(1)
|
As of
December 31, 2013
, a total of
11.6 million
shares were reserved for issuance under the 2007 Plan. Shares available for issuance under our 2007 Plan can be granted pursuant to stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares.
|
(2)
|
As of December 31, 2013, a total of 0.5 million shares were reserved for issuance under the 2003 Nonstatutory Inducement Grant Stock Plan, and there is a provision in this plan that restores the number of shares of common stock reserved for issuance under the plan to 0.3 million as of each January 1. On January 1, 2014, no additional shares were added to the plan pursuant to the annual restoration provision.
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
By:
|
/s/ Stephen D. Kelley
|
|
|
Stephen D. Kelley
President and Chief Executive Officer
|
|
|
Date:
|
February 28, 2014
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Stephen D. Kelley
|
|
President and Chief Executive Officer
|
|
February 28, 2014
|
Stephen D. Kelley
|
|
|
|
|
|
|
|
|
|
/s/ Joanne Solomon
|
|
Executive Vice President and Chief Financial Officer
|
|
February 28, 2014
|
Joanne Solomon
|
|
|
|
|
|
|
|
|
|
/s/ James J. Kim
|
|
Executive Chairman
|
|
February 28, 2014
|
James J. Kim
|
|
|
|
|
|
|
|
|
|
/s/ John T. Kim
|
|
Vice Chairman
|
|
February 28, 2014
|
John T. Kim
|
|
|
|
|
|
|
|
|
|
/s/ Roger A. Carolin
|
|
Director
|
|
February 28, 2014
|
Roger A. Carolin
|
|
|
|
|
|
|
|
|
|
/s/ Winston J. Churchill
|
|
Director
|
|
February 28, 2014
|
Winston J. Churchill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Robert R. Morse
|
|
Director
|
|
February 28, 2014
|
Robert R. Morse
|
|
|
|
|
|
|
|
|
|
/s/ John F. Osborne
|
|
Director
|
|
February 28, 2014
|
John F. Osborne
|
|
|
|
|
|
|
|
|
|
/s/ James W. Zug
|
|
Director
|
|
February 28, 2014
|
James W. Zug
|
|
|
|
|
2.1
|
|
|
Sales Contract of Commodity Premises between Shanghai Waigaoqiao Free Trade Zone Xin Development Co., Ltd. and Amkor Assembly & Test (Shanghai) Co., Ltd. dated May 7, 2004.(4)
|
3.1
|
|
|
Certificate of Incorporation.(1)
|
3.2
|
|
|
Certificate of Correction to Certificate of Incorporation.(3)
|
3.3
|
|
|
Restated Bylaws as amended on November 5, 2013.
|
4.1
|
|
|
Specimen Common Stock Certificate.(2)
|
4.2
|
|
|
Indenture, dated as of April 1, 2009, between Amkor Technology, Inc. and U.S. Bank National Association, as trustee regarding the 6.00% Convertible Senior Subordinated Notes due 2014.(8)
|
4.3
|
|
|
Form of Note for the 6.00% Convertible Senior Subordinated Notes due 2014.(8)
|
4.4
|
|
|
Letter Agreement, dated March 26, 2009, between Amkor Technology, Inc., James J. Kim and 915 Investments, LP.(8)
|
4.5
|
|
|
Indenture, dated May 4, 2010, by and between Amkor Technology, Inc. and U.S. Bank National Association, as trustee, regarding the 7.375% Senior Notes due 2018.(9)
|
4.6
|
|
|
Indenture, dated May 20, 2011, by and between Amkor Technology, Inc. and U.S. Bank National Association, as trustee, regarding the 6.625% Senior Notes due 2021.(11)
|
4.7
|
|
|
Letter Agreement, dated May 17, 2011, between Amkor Technology, Inc., James J. Kim and 915 Investments, LP.(11)
|
4.8
|
|
|
Indenture, dated September 21, 2012, by and between Amkor Technology, Inc. and U.S. Bank National Association, as trustee, regarding the 6.375% Senior Notes due 2022.(17)
|
10.1
|
|
|
Form of Indemnification Agreement for directors and officers.(2)
|
10.2
|
|
|
1998 Stock Plan, as amended.(7)*
|
10.3
|
|
|
Form of Stock Option Agreement under the 1998 Stock Plan.(5)*
|
10.4
|
|
|
Contract of Lease between Corinthian Commercial Corporation and Amkor/Anam Pilipinas Inc., dated October 1, 1990.(1)
|
10.5
|
|
|
Contract of Lease between Salcedo Sunvar Realty Corporation and Automated Microelectronics, Inc., dated May 6, 1994.(1)
|
10.6
|
|
|
Lease Contract between AAPI Realty Corporation and Amkor/Anam Advanced Packaging, Inc., dated November 6, 1996.(1)
|
10.7
|
|
|
2003 Nonstatutory Inducement Grant Stock Plan, as amended.(7)*
|
10.8
|
|
|
Amended and Restated 2007 Equity Incentive Plan.(14)*
|
10.9
|
|
|
Form of Stock Option Agreement under the Amended and Restated 2007 Equity Incentive Plan.(16)*
|
10.10
|
|
|
Form of Restricted Stock Award Agreement under the Amended and Restated 2007 Equity Incentive Plan. (16)*
|
10.11
|
|
|
Executive Incentive Bonus Plan.(14)*
|
10.12
|
|
|
Kun-Mortgage Agreement, dated March 30, 2007, between Woori Bank and Amkor Technology Korea, Inc.(6)
|
10.13
|
|
|
2009 Voting Agreement, dated as of March 26, 2009, between Amkor Technology, Inc., James J. Kim and 915 Investments, LP.(8)
|
10.14
|
|
|
Second Amended and Restated Loan and Security Agreement, dated as of June 28, 2012, among Amkor Technology, Inc., its subsidiaries from time to time party thereto, the lending institutions from time to time party thereto and Bank of America, N.A., as administrative agent.(15)
|
10.15
|
|
|
Amendment to Kun-Mortgage Agreement, dated May 24, 2010, by and between Amkor Technology Korea, Inc. and Woori Bank.(10)
|
10.16
|
|
|
Credit Facility Agreement, dated March 20, 2012, by and between Amkor Technology Korea, Inc. and Woori Bank.(13)
|
10.17
|
|
|
General Terms and Conditions for Bank Credit Transactions, dated March 20, 2012, between Woori Bank and Amkor Technology Korea, Inc.(13)
|
10.18
|
|
|
Loan Agreement, dated June 28, 2012, by and between Amkor Technology Korea, Inc. and The Korea Development Bank (15)
|
(1
|
)
|
|
Incorporated by reference to the Company’s Registration Statement on Form S-1 filed October 6, 1997 (File No. 333-37235).
|
(2
|
)
|
|
Incorporated by reference to the Company’s Registration Statement on Form S-1 filed on October 6, 1997, as amended on March 31, 1998 (File No. 333-37235).
|
(3
|
)
|
|
Incorporated by reference to the Company’s Registration Statement on Form S-1 filed on April 8, 1998, as amended on August 26, 1998 (File No. 333-49645).
|
(4
|
)
|
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed August 6, 2004.
|
(5
|
)
|
|
Incorporated by reference to the Company’s Annual Report on Form 10-K filed on March 16, 2006.
|
(6
|
)
|
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed May 4, 2007.
|
(7
|
)
|
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed August 7, 2008.
|
(8
|
)
|
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed on April 1, 2009.
|
(9
|
)
|
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed May 5, 2010.
|
(10
|
)
|
|
Incorporated by reference to the Company’s Current Report on Form 8-K filed May 27, 2010.
|
(11
|
)
|
|
Incorporated by reference to the Company's Current Report on Form 8-K filed May 20, 2011.
|
(12
|
)
|
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed August 4, 2011.
|
(13
|
)
|
|
Incorporated by reference to the Company's Current Report on Form 8-K filed March 23, 2012.
|
(14
|
)
|
|
Incorporated by reference to the Company's Proxy Statement on Schedule 14A filed April 5, 2012.
|
(15
|
)
|
|
Incorporated by reference to the Company's Current Report on Form 8-K filed on July 2, 2012.
|
(16
|
)
|
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed August 2, 2012.
|
(17
|
)
|
|
Incorporated by reference to the Company's Current Report on Form 8-K filed September 21, 2012.
|
(18
|
)
|
|
Incorporated by reference to the Company's Current Report on Form 8-K filed November 27, 2012.
|
(19
|
)
|
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed May 3, 2013.
|
(20
|
)
|
|
Incorporated by reference to the Company's Current Report on Form 8-K filed May 3, 2013.
|
(21
|
)
|
|
Incorporated by reference to the Company's Current Report on Form 8-K filed May 10, 2013.
|
(22
|
)
|
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed August 2, 2013.
|
|
|
Page
|
ARTICLE I STOCKHOLDERS
|
1
|
|
1.1
|
ANNUAL MEETINGS
|
1
|
1.2
|
SPECIAL MEETINGS
|
1
|
1.3
|
NOTICE OF MEETINGS
|
1
|
1.4
|
NOMINATIONS
|
2
|
1.5
|
NOTICE OF STOCKHOLDER BUSINESS
|
3
|
1.6
|
ADJOURNMENTS
|
4
|
1.7
|
QUORUM
|
5
|
1.8
|
ORGANIZATION
|
5
|
1.9
|
VOTING; PROXIES
|
6
|
1.10
|
REMOTE COMMUNICATION
|
6
|
1.11
|
FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD
|
7
|
1.12
|
LIST OF STOCKHOLDERS ENTITLED TO VOTE
|
7
|
1.13
|
STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|
8
|
ARTICLE II BOARD OF DIRECTORS
|
8
|
|
2.1
|
POWERS; NUMBER; QUALIFICATIONS
|
8
|
2.2
|
ELECTION; RESIGNATION; REMOVAL; VACANCIES
|
9
|
2.3
|
REGULAR MEETINGS
|
9
|
2.4
|
SPECIAL MEETINGS
|
9
|
2.5
|
TELEPHONIC MEETINGS PERMITTED
|
9
|
2.6
|
QUORUM; VOTE REQUIRED FOR ACTION
|
9
|
2.7
|
ORGANIZATION
|
10
|
2.8
|
BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING
|
10
|
ARTICLE III COMMITTEES
|
11
|
|
3.1
|
COMMITTEES
|
11
|
3.2
|
COMMITTEE RULES
|
11
|
ARTICLE IV OFFICERS
|
11
|
|
4.1
|
EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES
|
11
|
ARTICLE V STOCK
|
12
|
|
5.1
|
CERTIFICATES
|
12
|
5.2
|
LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW CERTIFICATES
|
12
|
|
|
Page
|
ARTICLE VI INDEMNIFICATION
|
13
|
|
6.1
|
THIRD PARTY ACTIONS
|
13
|
6.2
|
ACTIONS BY OR IN THE RIGHT OF THE CORPORATION
|
13
|
6.3
|
SUCCESSFUL DEFENSE
|
14
|
6.4
|
DETERMINATION OF CONDUCT
|
14
|
6.5
|
PAYMENT OF EXPENSES IN ADVANCE
|
14
|
6.6
|
INDEMNITY NOT EXCLUSIVE
|
14
|
6.7
|
INSURANCE INDEMNIFICATION
|
14
|
6.8
|
THE CORPORATION
|
15
|
6.9
|
EMPLOYEE BENEFIT PLANS
|
15
|
6.10
|
INDEMNITY FUND
|
15
|
6.11
|
INDEMNIFICATION OF OTHER PERSONS
|
15
|
6.12
|
SAVINGS CLAUSE
|
16
|
6.13
|
CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
|
16
|
ARTICLE VII MISCELLANEOUS
|
16
|
|
7.1
|
FISCAL YEAR
|
16
|
7.2
|
SEAL
|
16
|
7.3
|
WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES
|
16
|
7.4
|
INTERESTED DIRECTORS; QUORUM
|
17
|
7.5
|
FORM OF RECORDS
|
17
|
7.6
|
AMENDMENT OF BYLAWS
|
17
|
ARTICLE VIII EXCLUSIVE FORUM
|
18
|
|
8.1
|
EXCLUSIVE FORUM
|
18
|
4.1
|
EXECUTIVE OFFICERS; ELECTION; QUALIFICATIONS; TERM OF OFFICE; RESIGNATION; REMOVAL; VACANCIES
|
5.2
|
LOST, STOLEN OR DESTROYED STOCK CERTIFICATES; ISSUANCE OF NEW CERTIFICATES
|
6.13
|
CONTINUATION OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
|
7.3
|
WAIVER OF NOTICE OF MEETINGS OF STOCKHOLDERS, DIRECTORS AND COMMITTEES
|
2.1
|
The following term defined in Section 1.01 of the Loan Agreement shall be replaced with the following in its entirety:
|
3.1
|
The Borrower represents and warrants that it has full power and authority and has taken all corporate action necessary to execute and deliver this Amendment Agreement and to perform and observe the terms and conditions hereof and of the Loan Agreement as amended hereby, that no consents or approvals are necessary for the execution, delivery and performance of this Amendment Agreement except for those which have been obtained, and that this Amendment Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms.
|
3.2
|
The Borrower hereby makes the representations and warranties set out in Article 7 of the Loan Agreement as if they were set out in full here and as if any reference therein to the Loan Agreement included any reference to this Amendment Agreement.
|
4.1
|
All terms, conditions and provisions of the Loan Agreement shall remain valid, binding and in full force and effect except where expressly modified by this Amendment Agreement and save as expressly provided herein nothing in this Amendment Agreement shall be construed as a waiver, variation or amendment of the provisions of the Loan Agreement.
|
4.2
|
Each reference to the terms “Agreement”, “hereof”, “hereunder” and words of similar import contained in the Loan Agreement shall, upon the date hereof, be deemed to be a reference to the Loan Agreement as amended by this Amendment Agreement and each such reference (and each reference to the term “Loan Agreement” or “Agreement”) in all other documents related thereto (including, without limitation, the Mortgage Agreement) shall be deemed to be a reference to the Loan Agreement as amended hereby. The Loan Agreement as amended by this Amendment Agreement shall, from and after the date hereof, read as a single and integrated document incorporating the amendments effected hereby.
|
2.1
|
The following term defined in Section 1.01 of the Loan Agreement shall be replaced with the following in its entirety:
|
3.1
|
The Borrower represents and warrants that it has full power and authority and has taken all corporate action necessary to execute and deliver this Amendment Agreement and to perform and observe the terms and conditions hereof and of the Loan Agreement as amended hereby, that no consents or approvals are necessary for the execution, delivery and performance of this Amendment Agreement except for those which have been obtained, and that this Amendment Agreement constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms.
|
3.2
|
The Borrower hereby makes the representations and warranties set out in Article 7 of the Loan Agreement as if they were set out in full here and as if any reference therein to the Loan Agreement included any reference to this Amendment Agreement.
|
4.1
|
All terms, conditions and provisions of the Loan Agreement shall remain valid, binding and in full force and effect except where expressly modified by this Amendment Agreement and save as expressly provided herein nothing in this Amendment Agreement shall be construed as a waiver, variation or amendment of the provisions of the Loan Agreement.
|
4.2
|
Each reference to the terms “Agreement”, “hereof”, “hereunder” and words of similar import contained in the Loan Agreement shall, upon the date hereof, be deemed to be a reference to the Loan Agreement as amended by this Amendment Agreement and each such reference (and each reference to the term “Loan Agreement” or “Agreement”) in all other documents related thereto (including, without limitation, the Mortgage Agreement) shall be deemed to be a reference to the Loan Agreement as amended hereby. The Loan Agreement as amended by this Amendment Agreement shall, from and after the date hereof, read as a single and integrated document incorporating the amendments effected hereby.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Income before taxes and equity in earnings of unconsolidated affiliate
|
$
|
123,987
|
|
|
$
|
54,111
|
|
|
$
|
93,134
|
|
|
$
|
244,724
|
|
|
$
|
124,150
|
|
Interest expense
|
103,027
|
|
|
94,280
|
|
|
82,869
|
|
|
96,340
|
|
|
110,747
|
|
|||||
Amortization of deferred debt issuance costs and premiums
|
2,880
|
|
|
3,663
|
|
|
3,737
|
|
|
4,505
|
|
|
4,649
|
|
|||||
Interest portion of rent (1)
|
7,947
|
|
|
4,386
|
|
|
5,020
|
|
|
5,450
|
|
|
5,879
|
|
|||||
|
$
|
237,841
|
|
|
$
|
156,440
|
|
|
$
|
184,760
|
|
|
$
|
351,019
|
|
|
$
|
245,425
|
|
Fixed Charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest expense
|
$
|
103,027
|
|
|
$
|
94,280
|
|
|
$
|
82,869
|
|
|
$
|
96,340
|
|
|
$
|
110,747
|
|
Capitalized interest
|
1,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Amortization of debt issuance costs and premiums
|
2,880
|
|
|
3,663
|
|
|
3,737
|
|
|
4,505
|
|
|
4,649
|
|
|||||
Interest portion of rent (1)
|
7,947
|
|
|
4,386
|
|
|
5,020
|
|
|
5,450
|
|
|
5,879
|
|
|||||
|
$
|
115,594
|
|
|
$
|
102,329
|
|
|
$
|
91,626
|
|
|
$
|
106,295
|
|
|
$
|
121,275
|
|
Ratio of earnings to fixed charges
|
2.1
|
|
|
1.5
|
|
|
2.0
|
|
|
3.3
|
|
|
2.0
|
|
(1)
|
Represents one-third of total rent expense which we believe is a reasonable estimate of the interest component of rent expense.
|
Subsidiary
|
|
Jurisdiction of Organization
|
|
|
|
Amkor Advanced Technology Taiwan, Inc.
|
|
Taiwan
|
Amkor Assembly & Test (Shanghai) Co., Ltd.
|
|
China
|
Amkor Iwate Company, Ltd.
|
|
Japan
|
Amkor Technology Euroservices, S.A.R.L.
|
|
France
|
Amkor Technology Holding, B.V.
|
|
Netherlands
|
Amkor Technology Japan, K.K.
|
|
Japan
|
Amkor Technology Korea, Inc.
|
|
Korea
|
Amkor Technology Limited
|
|
Cayman Islands
|
Amkor Technology Malaysia Sdn. Bhd.
|
|
Malaysia
|
Amkor Technology Philippines, Inc. (A Branch of a Singapore Company)
|
|
Philippines
|
Amkor Technology Singapore Investment Pte. Ltd.
|
|
Singapore
|
Amkor Technology Singapore Holding Pte. Ltd.
|
|
Singapore
|
Amkor Technology Taiwan Ltd.
|
|
Taiwan
|
Amkor Worldwide Services LLC
|
|
Delaware
|
Guardian Assets, Inc.
|
|
Delaware
|
Unitive International N.V.
|
|
Curacao
|
/s/ Stephen D. Kelley
|
|
By:
|
Stephen D. Kelley
|
Title:
|
President and Chief Executive Officer
|
Date:
|
February 28, 2014
|
/s/ Joanne Solomon
|
|
By:
|
Joanne Solomon
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
February 28, 2014
|
/s/ Stephen D. Kelley
|
|
By:
|
Stephen D. Kelley
|
Title:
|
President and Chief Executive Officer
|
Date:
|
February 28, 2014
|
/s/ Joanne Solomon
|
|
By:
|
Joanne Solomon
|
Title:
|
Executive Vice President and Chief Financial Officer
|
Date:
|
February 28, 2014
|