|
þ
|
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the Quarterly Period Ended March 31, 2015
|
or
|
||
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
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For the transition period from to
|
Delaware
(State of incorporation)
|
|
|
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23-1722724
(I.R.S. Employer
Identification Number)
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Large accelerated filer
þ
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Accelerated filer
o
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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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|
|
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Page
|
|
||
|
||
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||
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||
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||
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||
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For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands, except per share data)
|
||||||
Net sales
|
$
|
742,875
|
|
|
$
|
696,044
|
|
Cost of sales
|
607,928
|
|
|
567,224
|
|
||
Gross profit
|
134,947
|
|
|
128,820
|
|
||
Selling, general and administrative
|
62,942
|
|
|
62,424
|
|
||
Research and development
|
18,026
|
|
|
21,045
|
|
||
Total operating expenses
|
80,968
|
|
|
83,469
|
|
||
Operating income
|
53,979
|
|
|
45,351
|
|
||
Interest expense
|
23,777
|
|
|
23,722
|
|
||
Interest expense, related party
|
1,242
|
|
|
1,242
|
|
||
Other (income) expense, net
|
(498
|
)
|
|
36
|
|
||
Total other expense, net
|
24,521
|
|
|
25,000
|
|
||
Income before taxes and equity in earnings of unconsolidated affiliate
|
29,458
|
|
|
20,351
|
|
||
Income tax expense
|
5,999
|
|
|
4,929
|
|
||
Income before equity in earnings of unconsolidated affiliate
|
23,459
|
|
|
15,422
|
|
||
Equity in earnings of J-Devices
|
6,238
|
|
|
5,761
|
|
||
Net income
|
29,697
|
|
|
21,183
|
|
||
Net income attributable to noncontrolling interests
|
(916
|
)
|
|
(550
|
)
|
||
Net income attributable to Amkor
|
$
|
28,781
|
|
|
$
|
20,633
|
|
Net income attributable to Amkor per common share:
|
|
|
|
||||
Basic
|
$
|
0.12
|
|
|
$
|
0.09
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.09
|
|
Shares used in computing per common share amounts:
|
|
|
|
||||
Basic
|
236,708
|
|
|
216,757
|
|
||
Diluted
|
237,424
|
|
|
235,497
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Net income
|
$
|
29,697
|
|
|
$
|
21,183
|
|
Other comprehensive income, net of tax:
|
|
|
|
||||
Adjustments to unrealized components of defined benefit pension plans, net of tax
|
22
|
|
|
120
|
|
||
Foreign currency translation adjustment
|
(122
|
)
|
|
685
|
|
||
Equity interest in J-Devices' other comprehensive income, net of tax
|
1,338
|
|
|
3,144
|
|
||
Total other comprehensive income
|
1,238
|
|
|
3,949
|
|
||
Comprehensive income
|
30,935
|
|
|
25,132
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(916
|
)
|
|
(550
|
)
|
||
Comprehensive income attributable to Amkor
|
$
|
30,019
|
|
|
$
|
24,582
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(In thousands, except per share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
494,189
|
|
|
$
|
449,946
|
|
Restricted cash
|
2,681
|
|
|
2,681
|
|
||
Accounts receivable, net of allowances
|
433,092
|
|
|
469,683
|
|
||
Inventories
|
227,605
|
|
|
223,379
|
|
||
Other current assets
|
48,383
|
|
|
52,259
|
|
||
Total current assets
|
1,205,950
|
|
|
1,197,948
|
|
||
Property, plant and equipment, net
|
2,167,790
|
|
|
2,206,476
|
|
||
Investments
|
138,218
|
|
|
117,733
|
|
||
Restricted cash
|
2,151
|
|
|
2,123
|
|
||
Other assets
|
119,767
|
|
|
111,125
|
|
||
Total assets
|
$
|
3,633,876
|
|
|
$
|
3,635,405
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Short-term borrowings and current portion of long-term debt
|
$
|
30,000
|
|
|
$
|
5,000
|
|
Trade accounts payable
|
287,129
|
|
|
309,025
|
|
||
Capital expenditures payable
|
111,646
|
|
|
127,568
|
|
||
Accrued expenses
|
272,620
|
|
|
258,997
|
|
||
Total current liabilities
|
701,395
|
|
|
700,590
|
|
||
Long-term debt
|
1,420,677
|
|
|
1,450,824
|
|
||
Long-term debt, related party
|
75,000
|
|
|
75,000
|
|
||
Pension and severance obligations
|
153,027
|
|
|
152,673
|
|
||
Other non-current liabilities
|
120,193
|
|
|
125,382
|
|
||
Total liabilities
|
2,470,292
|
|
|
2,504,469
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
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, 282,439 and 282,231 shares issued, and 236,804 and 236,627 shares outstanding, in 2015 and 2014, respectively
|
282
|
|
|
282
|
|
||
Additional paid-in capital
|
1,880,753
|
|
|
1,878,810
|
|
||
Accumulated deficit
|
(488,181
|
)
|
|
(516,962
|
)
|
||
Accumulated other comprehensive loss
|
(31,629
|
)
|
|
(32,867
|
)
|
||
Treasury stock, at cost, 45,635 and 45,604 shares in 2015 and 2014, respectively
|
(213,258
|
)
|
|
(213,028
|
)
|
||
Total Amkor stockholders’ equity
|
1,147,967
|
|
|
1,116,235
|
|
||
Noncontrolling interests in subsidiaries
|
15,617
|
|
|
14,701
|
|
||
Total equity
|
1,163,584
|
|
|
1,130,936
|
|
||
Total liabilities and equity
|
$
|
3,633,876
|
|
|
$
|
3,635,405
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
29,697
|
|
|
$
|
21,183
|
|
Depreciation and amortization
|
124,387
|
|
|
108,338
|
|
||
Other operating activities and non-cash items
|
(9,525
|
)
|
|
(4,274
|
)
|
||
Changes in assets and liabilities
|
20,465
|
|
|
6,699
|
|
||
Net cash provided by operating activities
|
165,024
|
|
|
131,946
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Payments for property, plant and equipment
|
(106,149
|
)
|
|
(95,999
|
)
|
||
Proceeds from sale of property, plant and equipment
|
3,254
|
|
|
726
|
|
||
Investment in J-Devices
|
(12,908
|
)
|
|
—
|
|
||
Other investing activities
|
(322
|
)
|
|
(266
|
)
|
||
Net cash used in investing activities
|
(116,125
|
)
|
|
(95,539
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Borrowings under revolving credit facilities
|
30,000
|
|
|
—
|
|
||
Proceeds from issuance of long-term debt
|
—
|
|
|
80,000
|
|
||
Payments of long-term debt
|
(35,000
|
)
|
|
(80,000
|
)
|
||
Payment of deferred consideration for an acquisition
|
—
|
|
|
(18,763
|
)
|
||
Proceeds from the issuance of stock through share-based compensation plans
|
574
|
|
|
438
|
|
||
Payments of tax withholding for restricted shares
|
(230
|
)
|
|
(122
|
)
|
||
Net cash used in financing activities
|
(4,656
|
)
|
|
(18,447
|
)
|
||
Effect of exchange rate fluctuations on cash and cash equivalents
|
—
|
|
|
183
|
|
||
Net increase in cash and cash equivalents
|
44,243
|
|
|
18,143
|
|
||
Cash and cash equivalents, beginning of period
|
449,946
|
|
|
610,442
|
|
||
Cash and cash equivalents, end of period
|
$
|
494,189
|
|
|
$
|
628,585
|
|
Non cash investing and financing activities:
|
|
|
|
||||
Property, plant and equipment included in capital expenditures payable
|
$
|
111,646
|
|
|
$
|
144,302
|
|
|
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, 2014
|
3,822
|
|
|
$
|
6.25
|
|
|
|
|
|
|
|
Granted
|
100
|
|
|
8.92
|
|
|
|
|
|
|
||
Exercised
|
(119
|
)
|
|
4.81
|
|
|
|
|
|
|
||
Forfeited or expired
|
(69
|
)
|
|
4.28
|
|
|
|
|
|
|
||
Outstanding at March 31, 2015
|
3,734
|
|
|
$
|
6.41
|
|
|
6.22
|
|
$
|
10,424
|
|
Fully vested at March 31, 2015 and expected to vest thereafter
|
3,706
|
|
|
$
|
6.41
|
|
|
6.21
|
|
$
|
10,329
|
|
Exercisable at March 31, 2015
|
2,244
|
|
|
$
|
7.00
|
|
|
4.83
|
|
$
|
5,330
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Expected life (in years)
|
6.1
|
|
|
6.1
|
|
||
Risk-free interest rate
|
1.7
|
%
|
|
1.9
|
%
|
||
Volatility
|
50
|
%
|
|
59
|
%
|
||
Dividend yield
|
—
|
|
|
—
|
|
||
Weighted average grant date fair value per option granted
|
$
|
4.38
|
|
|
$
|
2.89
|
|
|
Number of
Shares
(In thousands)
|
|
Weighted
Average
Grant-Date
Fair Value
(Per share)
|
|||
Nonvested at December 31, 2014
|
660
|
|
|
$
|
4.58
|
|
Awards granted
|
8
|
|
|
9.85
|
|
|
Awards vested
|
(89
|
)
|
|
5.27
|
|
|
Awards forfeited
|
(17
|
)
|
|
4.46
|
|
|
Nonvested at March 31, 2015
|
562
|
|
|
$
|
4.55
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Interest income
|
$
|
(983
|
)
|
|
$
|
(711
|
)
|
Foreign currency loss, net
|
207
|
|
|
334
|
|
||
Other expense, net
|
278
|
|
|
413
|
|
||
Total other (income) expense, net
|
$
|
(498
|
)
|
|
$
|
36
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands,
except per share data)
|
||||||
Net income attributable to Amkor
|
$
|
28,781
|
|
|
$
|
20,633
|
|
Income allocated to participating securities
|
(68
|
)
|
|
(105
|
)
|
||
Net income available to Amkor common stockholders — basic
|
28,713
|
|
|
20,528
|
|
||
Adjustment for dilutive securities on net income:
|
|
|
|
|
|
||
Net income reallocated to participating securities
|
—
|
|
|
3
|
|
||
Interest on 6.0% convertible notes due 2014, net of tax
|
—
|
|
|
907
|
|
||
Net income attributable to Amkor — diluted
|
$
|
28,713
|
|
|
$
|
21,438
|
|
|
|
|
|
||||
Weighted average shares outstanding — basic
|
236,708
|
|
|
216,757
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
||
Stock options
|
716
|
|
|
109
|
|
||
6.0% convertible notes due 2014
|
—
|
|
|
18,631
|
|
||
Weighted average shares outstanding — diluted
|
237,424
|
|
|
235,497
|
|
||
Net income attributable to Amkor per common share:
|
|
|
|
|
|
||
Basic
|
$
|
0.12
|
|
|
$
|
0.09
|
|
Diluted
|
0.12
|
|
|
0.09
|
|
|
For the Three Months Ended
March 31, |
||||
|
2015
|
|
2014
|
||
|
(In thousands)
|
||||
Stock options and restricted share awards
|
1,400
|
|
|
4,265
|
|
|
Attributable
to Amkor
|
|
Attributable to
Noncontrolling
Interests
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Equity at December 31, 2014
|
$
|
1,116,235
|
|
|
$
|
14,701
|
|
|
$
|
1,130,936
|
|
Net income
|
28,781
|
|
|
916
|
|
|
29,697
|
|
|||
Other comprehensive income
|
1,238
|
|
|
—
|
|
|
1,238
|
|
|||
Issuance of stock through employee share-based compensation plans
|
574
|
|
|
—
|
|
|
574
|
|
|||
Treasury stock acquired through surrender of shares for tax withholding
|
(230
|
)
|
|
—
|
|
|
(230
|
)
|
|||
Share-based compensation expense
|
1,369
|
|
|
—
|
|
|
1,369
|
|
|||
Equity at March 31, 2015
|
$
|
1,147,967
|
|
|
$
|
15,617
|
|
|
$
|
1,163,584
|
|
|
Attributable
to Amkor
|
|
Attributable to
Noncontrolling
Interests
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Equity at December 31, 2013
|
$
|
953,740
|
|
|
$
|
11,200
|
|
|
$
|
964,940
|
|
Net income
|
20,633
|
|
|
550
|
|
|
21,183
|
|
|||
Other comprehensive income
|
3,949
|
|
|
—
|
|
|
3,949
|
|
|||
Issuance of stock through employee share-based compensation plans
|
438
|
|
|
—
|
|
|
438
|
|
|||
Treasury stock acquired through surrender of shares for tax withholding
|
(122
|
)
|
|
—
|
|
|
(122
|
)
|
|||
Share-based compensation expense
|
972
|
|
|
—
|
|
|
972
|
|
|||
Equity at March 31, 2014
|
$
|
979,610
|
|
|
$
|
11,750
|
|
|
$
|
991,360
|
|
|
Defined Benefit Pension
|
|
Foreign Currency Translation
|
|
Equity Interest in J-Devices' Other Comprehensive Income (Loss)
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accumulated other comprehensive loss at
December 31, 2014 |
$
|
(2,525
|
)
|
|
$
|
(513
|
)
|
|
$
|
(29,829
|
)
|
|
$
|
(32,867
|
)
|
Other comprehensive (loss) income before reclassifications
|
—
|
|
|
(122
|
)
|
|
1,338
|
|
|
1,216
|
|
||||
Amounts reclassified from accumulated other comprehensive loss
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||
Other comprehensive income (loss)
|
22
|
|
|
(122
|
)
|
|
1,338
|
|
|
1,238
|
|
||||
Accumulated other comprehensive loss at
March 31, 2015 |
$
|
(2,503
|
)
|
|
$
|
(635
|
)
|
|
$
|
(28,491
|
)
|
|
$
|
(31,629
|
)
|
|
Defined Benefit Pension
|
|
Foreign Currency Translation
|
|
Equity Interest in J-Devices' Other Comprehensive Income (Loss)
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Accumulated other comprehensive (loss) income at
December 31, 2013 |
$
|
(1,013
|
)
|
|
$
|
11,451
|
|
|
$
|
(10,693
|
)
|
|
$
|
(255
|
)
|
Other comprehensive income before reclassifications
|
—
|
|
|
685
|
|
|
3,144
|
|
|
3,829
|
|
||||
Amounts reclassified from accumulated other comprehensive (loss) income
|
120
|
|
|
—
|
|
|
—
|
|
|
120
|
|
||||
Other comprehensive income
|
120
|
|
|
685
|
|
|
3,144
|
|
|
3,949
|
|
||||
Accumulated other comprehensive (loss) income at
March 31, 2014 |
$
|
(893
|
)
|
|
$
|
12,136
|
|
|
$
|
(7,549
|
)
|
|
$
|
3,694
|
|
|
March 31,
2015 |
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Raw materials and purchased components
|
$
|
162,250
|
|
|
$
|
161,942
|
|
Work-in-process
|
65,355
|
|
|
61,437
|
|
||
Total inventories
|
$
|
227,605
|
|
|
$
|
223,379
|
|
|
March 31,
2015 |
|
December 31, 2014
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
207,985
|
|
|
$
|
207,985
|
|
Land use rights
|
26,845
|
|
|
26,845
|
|
||
Buildings and improvements
|
944,246
|
|
|
940,846
|
|
||
Machinery and equipment
|
3,977,069
|
|
|
3,953,891
|
|
||
Software and computer equipment
|
186,868
|
|
|
185,243
|
|
||
Furniture, fixtures and other equipment
|
16,274
|
|
|
15,347
|
|
||
Construction in progress
|
64,324
|
|
|
39,261
|
|
||
Total property, plant and equipment
|
5,423,611
|
|
|
5,369,418
|
|
||
Less accumulated depreciation and amortization
|
(3,255,821
|
)
|
|
(3,162,942
|
)
|
||
Total property, plant and equipment, net
|
$
|
2,167,790
|
|
|
$
|
2,206,476
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||||||||
|
Carrying
Value
(In thousands)
|
|
Ownership
Interest
|
|
Carrying
Value
(In thousands)
|
|
Ownership
Interest
|
||||||
Investment in unconsolidated affiliate
|
$
|
138,218
|
|
|
65.7
|
%
|
|
$
|
117,733
|
|
|
60.0
|
%
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(In thousands)
|
||||||
Payroll and benefits
|
$
|
62,626
|
|
|
$
|
77,635
|
|
Deferred revenue and customer advances
|
59,171
|
|
|
56,829
|
|
||
Income taxes payable
|
38,072
|
|
|
31,580
|
|
||
Accrued interest
|
36,995
|
|
|
15,947
|
|
||
Accrued settlement costs (Note 17)
|
31,006
|
|
|
32,414
|
|
||
Accrued severance plan obligations (Note 15)
|
13,809
|
|
|
13,226
|
|
||
Other accrued expenses
|
30,941
|
|
|
31,366
|
|
||
Total accrued expenses
|
$
|
272,620
|
|
|
$
|
258,997
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(In thousands)
|
||||||
Debt of Amkor Technology, Inc.:
|
|
|
|
|
|
||
Senior secured credit facilities:
|
|
|
|
|
|
||
$200 million revolving credit facility, LIBOR plus 1.25%-1.75%, due December 2019
|
$
|
—
|
|
|
$
|
—
|
|
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
|
525,000
|
|
|
525,000
|
|
||
Debt of subsidiaries:
|
|
|
|
|
|
||
Amkor Technology Korea, Inc.:
|
|
|
|
||||
$41 million revolving credit facility, foreign currency funding-linked base rate plus 1.60%, due June 2016 (1) (6)
|
30,000
|
|
|
—
|
|
||
Term loan, LIBOR plus 3.70%, due June 2016 (2) (6)
|
70,000
|
|
|
70,000
|
|
||
Term loan, foreign currency funding-linked base rate plus 1.80%, due March 2017 (3) (6)
|
80,000
|
|
|
80,000
|
|
||
Term loan, LIBOR plus 3.70%, due July 2017 (1) (6)
|
—
|
|
|
30,000
|
|
||
Term loan, foreign currency funding-linked base rate plus 1.75%, due September 2017 (4) (6)
|
—
|
|
|
5,000
|
|
||
Term loan, LIBOR plus 3.70%, due December 2019 (5) (6)
|
70,000
|
|
|
70,000
|
|
||
Other:
|
|
|
|
||||
Revolving credit facility, TAIFX plus a bank-determined spread, due April 2015 (Taiwan) (7)
|
—
|
|
|
—
|
|
||
|
1,520,000
|
|
|
1,525,000
|
|
||
Add: Unamortized premium
|
5,677
|
|
|
5,824
|
|
||
Less: Short-term borrowings and current portion of long-term debt
|
(30,000
|
)
|
|
(5,000
|
)
|
||
Long-term debt (including related party)
|
$
|
1,495,677
|
|
|
$
|
1,525,824
|
|
(1)
|
In June 2012, we entered into a
$41.0 million
revolving credit facility with a Korean Bank. Principal is payable at maturity. In February 2015, the facility was amended to lower the interest rate. In February 2015, we drew
$30.0 million
and used the proceeds to prepay our term loan due July 2017. In April 2015, the outstanding balance was repaid. Interest is due monthly, at a foreign currency funding-linked base rate plus
1.60%
(
3.05%
as of
March 31, 2015
). As of
March 31, 2015
,
$11.0 million
was available to be borrowed for general working capital purposes.
|
(2)
|
In April 2013, we entered into a term loan agreement with a Korean bank pursuant to which we may borrow up to
$150.0 million
through April 2016 for general working capital purposes and the repayment of inter-company debt. Principal is payable at maturity. Interest is due quarterly, at a rate of LIBOR plus
3.70%
(
3.97%
as of
March 31, 2015
). As of
March 31, 2015
,
$80.0 million
was available to be borrowed.
|
(3)
|
In March 2014, we entered into a term loan agreement with a Korean bank pursuant to which we borrowed
$80.0 million
. Principal is payable at maturity. In January 2015, the term loan was amended to lower the interest rate. Interest is due monthly, at a foreign currency funding-linked base rate plus
1.80%
(
3.08%
as of
March 31, 2015
).
|
(4)
|
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. Principal is payable in quarterly installments of
$5.0 million
starting in December 2014, with the remaining balance due at maturity. Interest is due quarterly, at a foreign currency funding-linked base rate plus
1.75%
(
3.20%
as of
March 31, 2015
). At
March 31, 2015
,
$140.0 million
was available to be borrowed for capital expenditures.
|
(5)
|
In November 2012, we entered into a loan agreement with a Korean bank pursuant to which we could borrow up to
$100.0 million
through March 2014. Principal is payable upon maturity. Interest is payable quarterly in arrears, at LIBOR plus
3.70%
(
3.94%
as of
March 31, 2015
). In April 2015, the term loan was amended and now bears interest at LIBOR plus
2.70%
.
|
(6)
|
The loans in Korea are collateralized by substantially all the land, factories and equipment located at our facilities in Korea.
|
(7)
|
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
March 31, 2015
,
$19.0 million
was available to be drawn for general corporate purposes and capital expenditures.
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Service cost
|
$
|
1,219
|
|
|
$
|
1,424
|
|
Interest cost
|
766
|
|
|
779
|
|
||
Expected return on plan assets
|
(856
|
)
|
|
(766
|
)
|
||
Amortization of prior service cost
|
9
|
|
|
49
|
|
||
Recognized actuarial loss
|
21
|
|
|
92
|
|
||
Net periodic pension cost
|
$
|
1,159
|
|
|
$
|
1,578
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(In thousands)
|
||||||
Current (Accrued expenses)
|
$
|
13,809
|
|
|
$
|
13,226
|
|
Non-current (Pension and severance obligations)
|
133,701
|
|
|
133,435
|
|
||
Total Korean severance obligation
|
$
|
147,510
|
|
|
$
|
146,661
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
|
(In thousands)
|
||||||
Cash equivalent money market funds (Level 1)
|
$
|
106,334
|
|
|
$
|
145,938
|
|
Restricted cash money market funds (Level 1)
|
2,681
|
|
|
2,681
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Senior notes (Level 1)
|
$
|
1,311,521
|
|
|
$
|
1,275,677
|
|
|
$
|
1,268,619
|
|
|
$
|
1,275,824
|
|
Revolving credit facility and term loans (Level 2)
|
254,095
|
|
|
250,000
|
|
|
254,999
|
|
|
255,000
|
|
||||
Total debt
|
$
|
1,565,616
|
|
|
$
|
1,525,677
|
|
|
$
|
1,523,618
|
|
|
$
|
1,530,824
|
|
|
For the Three Months Ended
March 31, |
||||
|
2015
|
|
2014
|
||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
Materials
|
36.7
|
%
|
|
36.8
|
%
|
Labor
|
14.2
|
%
|
|
14.7
|
%
|
Other manufacturing costs
|
30.9
|
%
|
|
30.0
|
%
|
Gross margin
|
18.2
|
%
|
|
18.5
|
%
|
Operating income
|
7.3
|
%
|
|
6.5
|
%
|
Income before taxes and equity in earnings of unconsolidated affiliate
|
4.0
|
%
|
|
2.9
|
%
|
Net income attributable to Amkor
|
3.9
|
%
|
|
3.0
|
%
|
|
For the Three Months Ended
March 31, |
|||||||||||||
|
2015
|
|
2014
|
|
Change
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||
Net sales
|
$
|
742,875
|
|
|
$
|
696,044
|
|
|
$
|
46,831
|
|
|
6.7
|
%
|
|
For the Three Months Ended
March 31, |
||||||||||
|
2015
|
|
2014
|
|
Change
|
||||||
|
(In thousands, except percentages)
|
||||||||||
Gross profit
|
$
|
134,947
|
|
|
$
|
128,820
|
|
|
$
|
6,127
|
|
Gross margin
|
18.2
|
%
|
|
18.5
|
%
|
|
(0.3
|
)%
|
|
For the Three Months Ended
March 31, |
|||||||||||||
|
2015
|
|
2014
|
|
Change
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||
Selling, general and administrative
|
$
|
62,942
|
|
|
$
|
62,424
|
|
|
$
|
518
|
|
|
0.8
|
%
|
|
For the Three Months Ended
March 31, |
|||||||||||||
|
2015
|
|
2014
|
|
Change
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||
Research and development
|
$
|
18,026
|
|
|
$
|
21,045
|
|
|
$
|
(3,019
|
)
|
|
(14.3
|
)%
|
|
For the Three Months Ended
March 31, |
|||||||||||||
|
2015
|
|
2014
|
|
Change
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||
Income tax expense
|
$
|
5,999
|
|
|
$
|
4,929
|
|
|
$
|
1,070
|
|
|
21.7
|
%
|
|
For the Three Months Ended
March 31, |
|||||||||||||
|
2015
|
|
2014
|
|
Change
|
|||||||||
|
(In thousands, except percentages)
|
|||||||||||||
Equity in earnings of J-Devices
|
$
|
6,238
|
|
|
$
|
5,761
|
|
|
$
|
477
|
|
|
8.3
|
%
|
|
|
|
Payments Due for Year Ending December 31,
|
||||||||||||||||||||||||
|
Total
|
|
2015 -
Remaining
|
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Total debt (1)
|
$
|
1,520,000
|
|
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
80,000
|
|
|
$
|
345,000
|
|
|
$
|
70,000
|
|
|
$
|
925,000
|
|
Scheduled interest payment obligations (2)
|
550,407
|
|
|
91,413
|
|
|
92,022
|
|
|
88,717
|
|
|
75,449
|
|
|
62,650
|
|
|
140,156
|
|
|||||||
Purchase obligations (3)
|
304,429
|
|
|
233,372
|
|
|
58,178
|
|
|
2,387
|
|
|
4,827
|
|
|
994
|
|
|
4,671
|
|
|||||||
Operating lease obligations
|
48,111
|
|
|
8,706
|
|
|
7,987
|
|
|
6,419
|
|
|
6,103
|
|
|
6,238
|
|
|
12,658
|
|
|||||||
Severance obligations (4)
|
147,510
|
|
|
13,809
|
|
|
12,418
|
|
|
11,311
|
|
|
10,298
|
|
|
9,379
|
|
|
90,295
|
|
|||||||
Settlement payments (5)
|
145,313
|
|
|
29,063
|
|
|
38,750
|
|
|
38,750
|
|
|
38,750
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual obligations
|
$
|
2,715,770
|
|
|
$
|
376,363
|
|
|
$
|
309,355
|
|
|
$
|
227,584
|
|
|
$
|
480,427
|
|
|
$
|
149,261
|
|
|
$
|
1,172,780
|
|
(1)
|
In February 2015, we drew
$30.0 million
on our revolving credit facility due June 2016. In April 2015, the outstanding balance was repaid (
Note 14
).
|
(2)
|
Scheduled interest payment obligations were calculated using stated coupon rates for fixed rate debt and interest rates applicable at
March 31, 2015
, for variable rate debt.
|
(3)
|
Represents off-balance sheet purchase obligations for capital expenditures and long-term supply contracts outstanding at
March 31, 2015
, including
$225.3 million
for construction obligations for K5.
|
(4)
|
Represents estimated benefit payments for our Korean subsidiary severance plan.
|
(5)
|
Represents settlement payments for patent license litigation. See
Note 17
to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
|
•
|
$19.3 million
of net foreign pension plan obligations, for which the timing and actual amount of impact on our future cash flow is uncertain.
|
•
|
$10.6 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.
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Operating activities
|
$
|
165,024
|
|
|
$
|
131,946
|
|
Investing activities
|
(116,125
|
)
|
|
(95,539
|
)
|
||
Financing activities
|
(4,656
|
)
|
|
(18,447
|
)
|
|
For the Three Months Ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
165,024
|
|
|
$
|
131,946
|
|
Payments for property, plant and equipment
|
(106,149
|
)
|
|
(95,999
|
)
|
||
Free cash flow
|
$
|
58,875
|
|
|
$
|
35,947
|
|
|
2015 -
Remaining |
|
2016
|
|
2017
|
|
2018
|
|
2019
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||
Long term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed rate debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345,000
|
|
|
$
|
—
|
|
|
$
|
925,000
|
|
|
$
|
1,270,000
|
|
|
$
|
1,311,521
|
|
Average interest rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
7.4
|
%
|
|
—
|
%
|
|
6.5
|
%
|
|
6.7
|
%
|
|
|
|||||||||
Variable rate debt
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
80,000
|
|
|
$
|
—
|
|
|
$
|
70,000
|
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
$
|
254,095
|
|
Average interest rate
|
—
|
%
|
|
3.7
|
%
|
|
3.1
|
%
|
|
—
|
%
|
|
3.9
|
%
|
|
—
|
%
|
|
3.6
|
%
|
|
|
|||||||||
Total debt
|
$
|
—
|
|
|
$
|
100,000
|
|
|
$
|
80,000
|
|
|
$
|
345,000
|
|
|
$
|
70,000
|
|
|
$
|
925,000
|
|
|
$
|
1,520,000
|
|
|
$
|
1,565,616
|
|
•
|
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;
|
•
|
changes in our capacity and capacity utilization rates;
|
•
|
changes in average selling prices which can occur quickly due to the absence of long term agreements on price;
|
•
|
changes in the mix of the semiconductor packaging and test services that we sell;
|
•
|
the development, transition and ramp to high volume manufacture of more advanced silicon nodes and evolving wafer, packaging and test technologies, may cause production delays, lower manufacturing yields and supply constraints for new wafers and other materials;
|
•
|
absence of backlog, the short-term nature of our customers’ commitments, double bookings by customers and deterioration in customer forecasts 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;
|
•
|
changes in costs, quality, availability and delivery times of raw materials, components and equipment;
|
•
|
changes in labor costs to perform our services;
|
•
|
wage inflation and fluctuations in commodity prices, including gold, copper and other precious metals;
|
•
|
the timing of expenditures in anticipation of future orders;
|
•
|
changes in effective tax rates;
|
•
|
the availability and cost of financing;
|
•
|
intellectual property transactions and disputes;
|
•
|
high leverage and restrictive covenants;
|
•
|
warranty and product liability claims and the impact of quality excursions and customer disputes and returns;
|
•
|
costs associated with legal claims, indemnification obligations, judgments and settlements;
|
•
|
international events, political instability, civil disturbances or environmental or natural events, such as earthquakes, that impact our operations;
|
•
|
pandemic illnesses that may impact our labor force and our ability to travel;
|
•
|
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;
|
•
|
our ability to attract and retain qualified personnel to support our global operations;
|
•
|
fluctuations in foreign exchange rates;
|
•
|
fluctuations in our manufacturing yields;
|
•
|
our ability to penetrate various market segments, such as power discrete and the mid-tier and entry-level segments of the mobile device market;
|
•
|
dependence on key customers or concentration of customers in certain end markets, such as mobile communications and
|
•
|
restructuring charges, asset write-offs and impairments.
|
•
|
their desire to realize higher utilization of their existing packaging and test capacity, especially during downturns in the semiconductor industry;
|
•
|
their unwillingness to disclose proprietary technology;
|
•
|
their possession of more advanced packaging and test technologies and
|
•
|
the guaranteed availability of their own packaging and test capacity.
|
•
|
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;
|
•
|
increase our vulnerability to general adverse economic and industry conditions;
|
•
|
limit our ability to fund future working capital, capital expenditures, research and development and other business opportunities, including joint ventures and acquisitions;
|
•
|
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;
|
•
|
increase the volatility of the price of our common stock;
|
•
|
limit our flexibility to react to changes in our business and the industry in which we operate;
|
•
|
place us at a competitive disadvantage to any of our competitors that have less debt;
|
•
|
limit, along with the financial and other restrictive covenants in our indebtedness, among other things, our ability to borrow additional funds;
|
•
|
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
|
•
|
increase our cost of borrowing.
|
•
|
changes in consumer demand resulting from deteriorating conditions in local economies;
|
•
|
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;
|
•
|
recent political and social attitudes, laws, rules, regulations and policies within China and other countries that may favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors;
|
•
|
the payment of dividends and other payments by non-U.S. subsidiaries may be subject to prohibitions, limitations or taxes in local jurisdictions;
|
•
|
fluctuations in currency exchange rates;
|
•
|
political and social conditions, such as civil unrest and terrorism;
|
•
|
disruptions or delays in shipments caused by customs brokers or government agencies;
|
•
|
difficulties in attracting and retaining qualified personnel and managing foreign operations, including foreign labor disruptions;
|
•
|
difficulty in enforcing contractual rights and protecting our intellectual property rights;
|
•
|
potentially adverse tax consequences resulting from tax laws in the U.S. and in foreign jurisdictions in which we operate and
|
•
|
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.
|
•
|
we may face delays in the design and implementation of the system;
|
•
|
the cost of the systems may exceed our plans and expectations and
|
•
|
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.
|
•
|
increasing the scope, geographic diversity and complexity of our operations;
|
•
|
conforming an acquired company's standards, practices, systems and controls with our operations;
|
•
|
increasing complexity from combining recent acquisitions of an acquired business;
|
•
|
unexpected losses of key employees or customers of an acquired business; other difficulties in the assimilation of acquired operations, technologies or products and
|
•
|
diversion of management and other resources from other parts of our operations and adverse effects on existing business relationships with customers.
|
•
|
use a significant portion of our available cash;
|
•
|
issue equity securities, which may dilute the ownership of current stockholders;
|
•
|
incur substantial debt;
|
•
|
incur or assume known or unknown contingent liabilities and
|
•
|
incur large, immediate accounting write offs and face antitrust or other regulatory inquiries or actions.
|
•
|
our future financial condition, results of operations and cash flows;
|
•
|
general market conditions for financing;
|
•
|
volatility in fixed income, credit and equity markets and
|
•
|
economic, political and other global conditions.
|
•
|
discontinue the use of certain processes or cease to provide the services at issue, which could curtail our business;
|
•
|
pay substantial damages;
|
•
|
develop non-infringing technologies, which may not be feasible or
|
•
|
acquire licenses to such technology, which may not be available on commercially reasonable terms or at all.
|
•
|
contaminants in the manufacturing environment;
|
•
|
human error;
|
•
|
equipment malfunction;
|
•
|
changing processes to address environmental requirements;
|
•
|
defective raw materials or
|
•
|
defective plating services.
|
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)
|
||||||
|
|
|
|
|
|
|
|
|
||||||
January 1 - January 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
91,586,032
|
|
February 1 - February 28
|
|
30,994
|
|
|
7.44
|
|
|
—
|
|
|
91,586,032
|
|
||
March 1 - March 31
|
|
—
|
|
|
|
|
—
|
|
|
91,586,032
|
|
|||
Total
|
|
30,994
|
|
|
$
|
7.44
|
|
|
—
|
|
|
|
(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 million
of our common stock,
$150 million
in August 2011 and
$150 million
in February 2012, exclusive of any fees, commissions or other expenses. For the
three months ended March 31, 2015
, we made no common stock purchases, and at
March 31, 2015
, approximately
$91.6 million
was available pursuant to the stock repurchase program.
|
|
|
|
|
By:
|
/s/ Joanne Solomon
|
|
|
Joanne Solomon
|
|
|
Executive Vice President and
|
|
|
Chief Financial Officer, Chief
|
|
|
Accounting Officer and Duly
|
|
|
Authorized Officer
|
Exhibit
Number
|
|
Description of Exhibit
|
10.1
|
|
Form of Stock Option Award Agreement under the Amended and Restated 2007 Equity Incentive Plan
|
10.2
|
|
Form of Outside Director Stock Option Award Agreement under the Amended and Restated 2007 Equity Incentive Plan
|
10.3
|
|
Separation Agreement and Release, dated February 11, 2015, between Amkor Technology, Inc. and JooHo Kim
|
31.1
|
|
Certification of Stephen D. Kelley, President and Chief Executive Officer of Amkor Technology, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2
|
|
Certification of Joanne Solomon, Executive Vice President and Chief Financial Officer of Amkor Technology, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Amkor Technology, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
|
/s/ Stephen D. Kelley
|
|
Stephen D. Kelley
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Amkor Technology, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
|
/s/ Joanne Solomon
|
|
Joanne Solomon
|
|
Executive Vice President and
Chief Financial Officer
|
|
/s/ Stephen D. Kelley
|
|
Stephen D. Kelley
|
|
President and Chief Executive Officer
|
|
/s/ Joanne Solomon
|
|
Joanne Solomon
|
|
Executive Vice President and
Chief Financial Officer
|