|
Delaware
|
|
|
|
23-1722724
|
(State of incorporation)
|
|
|
|
(I.R.S. Employer
Identification Number)
|
Title of Each Class
|
Trading Symbol
|
Name of Each Exchange on Which Registered
|
Common Stock, $0.001 par value
|
AMKR
|
The NASDAQ Global Select Market
|
Large accelerated filer
|
☑
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
Emerging growth company
|
☐
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Net sales
|
$
|
895,305
|
|
|
$
|
1,065,684
|
|
|
$
|
1,790,269
|
|
|
$
|
2,091,003
|
|
Cost of sales
|
771,851
|
|
|
895,967
|
|
|
1,546,054
|
|
|
1,763,515
|
|
||||
Gross profit
|
123,454
|
|
|
169,717
|
|
|
244,215
|
|
|
327,488
|
|
||||
Selling, general and administrative
|
64,758
|
|
|
74,700
|
|
|
136,345
|
|
|
155,423
|
|
||||
Research and development
|
36,186
|
|
|
41,076
|
|
|
71,940
|
|
|
82,005
|
|
||||
Total operating expenses
|
100,944
|
|
|
115,776
|
|
|
208,285
|
|
|
237,428
|
|
||||
Operating income
|
22,510
|
|
|
53,941
|
|
|
35,930
|
|
|
90,060
|
|
||||
Interest expense
|
18,653
|
|
|
21,127
|
|
|
37,926
|
|
|
41,138
|
|
||||
Other (income) expense, net
|
6,966
|
|
|
(11,001
|
)
|
|
2,401
|
|
|
(7,569
|
)
|
||||
Total other expense, net
|
25,619
|
|
|
10,126
|
|
|
40,327
|
|
|
33,569
|
|
||||
Income (loss) before taxes
|
(3,109
|
)
|
|
43,815
|
|
|
(4,397
|
)
|
|
56,491
|
|
||||
Income tax expense
|
5,897
|
|
|
10,631
|
|
|
27,277
|
|
|
13,112
|
|
||||
Net income (loss)
|
(9,006
|
)
|
|
33,184
|
|
|
(31,674
|
)
|
|
43,379
|
|
||||
Net income attributable to non-controlling interests
|
(444
|
)
|
|
(593
|
)
|
|
(655
|
)
|
|
(1,244
|
)
|
||||
Net income (loss) attributable to Amkor
|
$
|
(9,450
|
)
|
|
$
|
32,591
|
|
|
$
|
(32,329
|
)
|
|
$
|
42,135
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to Amkor per common share:
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.18
|
|
Diluted
|
$
|
(0.04
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.18
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used in computing per common share amounts:
|
|
|
|
|
|
|
|
|
|||||||
Basic
|
239,508
|
|
|
239,351
|
|
|
239,461
|
|
|
239,283
|
|
||||
Diluted
|
239,508
|
|
|
239,804
|
|
|
239,461
|
|
|
239,805
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Net income (loss)
|
$
|
(9,006
|
)
|
|
$
|
33,184
|
|
|
$
|
(31,674
|
)
|
|
$
|
43,379
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Adjustments to unrealized components of defined benefit pension plans
|
(57
|
)
|
|
(42
|
)
|
|
(189
|
)
|
|
(81
|
)
|
||||
Foreign currency translation
|
5,918
|
|
|
(11,144
|
)
|
|
3,694
|
|
|
3,947
|
|
||||
Total other comprehensive income (loss)
|
5,861
|
|
|
(11,186
|
)
|
|
3,505
|
|
|
3,866
|
|
||||
Comprehensive income (loss)
|
(3,145
|
)
|
|
21,998
|
|
|
(28,169
|
)
|
|
47,245
|
|
||||
Comprehensive income attributable to non-controlling interests
|
(444
|
)
|
|
(593
|
)
|
|
(655
|
)
|
|
(1,244
|
)
|
||||
Comprehensive income (loss) attributable to Amkor
|
$
|
(3,589
|
)
|
|
$
|
21,405
|
|
|
$
|
(28,824
|
)
|
|
$
|
46,001
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands, except per share data)
|
||||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
551,438
|
|
|
$
|
681,569
|
|
Restricted cash
|
2,590
|
|
|
2,589
|
|
||
Accounts receivable, net of allowances
|
702,466
|
|
|
724,456
|
|
||
Inventories
|
217,638
|
|
|
230,589
|
|
||
Other current assets
|
38,988
|
|
|
32,005
|
|
||
Total current assets
|
1,513,120
|
|
|
1,671,208
|
|
||
Property, plant and equipment, net
|
2,515,533
|
|
|
2,650,448
|
|
||
Operating lease right of use asset
|
132,763
|
|
|
—
|
|
||
Goodwill
|
26,159
|
|
|
25,720
|
|
||
Restricted cash
|
2,878
|
|
|
3,893
|
|
||
Other assets
|
118,831
|
|
|
144,178
|
|
||
Total assets
|
$
|
4,309,284
|
|
|
$
|
4,495,447
|
|
LIABILITIES AND EQUITY
|
|||||||
Current liabilities:
|
|
|
|
|
|
||
Short-term borrowings and current portion of long-term debt
|
$
|
198,230
|
|
|
$
|
114,579
|
|
Trade accounts payable
|
459,548
|
|
|
530,398
|
|
||
Capital expenditures payable
|
134,500
|
|
|
255,237
|
|
||
Accrued expenses
|
246,615
|
|
|
258,209
|
|
||
Total current liabilities
|
1,038,893
|
|
|
1,158,423
|
|
||
Long-term debt
|
1,109,945
|
|
|
1,217,732
|
|
||
Pension and severance obligations
|
174,897
|
|
|
184,321
|
|
||
Long-term operating lease liability
|
80,049
|
|
|
—
|
|
||
Other non-current liabilities
|
74,324
|
|
|
79,071
|
|
||
Total liabilities
|
2,478,108
|
|
|
2,639,547
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
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; 285,510 and 285,352 shares issued; and 239,532 and 239,385 shares outstanding in 2019 and 2018, respectively
|
285
|
|
|
285
|
|
||
Additional paid-in capital
|
1,913,103
|
|
|
1,909,425
|
|
||
Retained earnings
|
80,860
|
|
|
113,189
|
|
||
Accumulated other comprehensive income (loss)
|
27,317
|
|
|
23,812
|
|
||
Treasury stock, at cost, 45,978 and 45,967 shares, in 2019 and 2018, respectively
|
(216,254
|
)
|
|
(216,171
|
)
|
||
Total Amkor stockholders’ equity
|
1,805,311
|
|
|
1,830,540
|
|
||
Non-controlling interests in subsidiaries
|
25,865
|
|
|
25,360
|
|
||
Total equity
|
1,831,176
|
|
|
1,855,900
|
|
||
Total liabilities and equity
|
$
|
4,309,284
|
|
|
$
|
4,495,447
|
|
|
|
|
|
|
Additional Paid-
In Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
|
|
|
Total Amkor
Stockholders’
Equity
|
|
Noncontrolling
Interest in
Subsidiaries
|
|
Total
Equity
|
||||||||||||||||||
|
Common Stock
|
|
|
|
|
Treasury Stock
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
|
|
|
Shares
|
|
Cost
|
|
|
|
||||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||
Balance at March 31, 2019
|
285,430
|
|
|
$
|
285
|
|
|
$
|
1,911,179
|
|
|
$
|
90,310
|
|
|
$
|
21,456
|
|
|
(45,972
|
)
|
|
$
|
(216,219
|
)
|
|
$
|
1,807,011
|
|
|
$
|
25,571
|
|
|
$
|
1,832,582
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,450
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,450
|
)
|
|
444
|
|
|
(9,006
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,861
|
|
|
—
|
|
|
—
|
|
|
5,861
|
|
|
—
|
|
|
5,861
|
|
||||||||
Treasury stock acquired through surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(35
|
)
|
|
(35
|
)
|
|
—
|
|
|
(35
|
)
|
||||||||
Issuance of stock through share-based compensation plans
|
80
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
150
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,774
|
|
|
—
|
|
|
1,774
|
|
||||||||
Subsidiary dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|
(150
|
)
|
||||||||
Balance at June 30, 2019
|
285,510
|
|
|
$
|
285
|
|
|
$
|
1,913,103
|
|
|
$
|
80,860
|
|
|
$
|
27,317
|
|
|
(45,978
|
)
|
|
$
|
(216,254
|
)
|
|
$
|
1,805,311
|
|
|
$
|
25,865
|
|
|
$
|
1,831,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2018
|
285,352
|
|
|
$
|
285
|
|
|
$
|
1,909,425
|
|
|
$
|
113,189
|
|
|
$
|
23,812
|
|
|
(45,967
|
)
|
|
$
|
(216,171
|
)
|
|
$
|
1,830,540
|
|
|
$
|
25,360
|
|
|
$
|
1,855,900
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,329
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,329
|
)
|
|
655
|
|
|
(31,674
|
)
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,505
|
|
|
—
|
|
|
—
|
|
|
3,505
|
|
|
—
|
|
|
3,505
|
|
||||||||
Treasury stock acquired through surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(83
|
)
|
|
(83
|
)
|
|
—
|
|
|
(83
|
)
|
||||||||
Issuance of stock through share-based compensation plans
|
158
|
|
|
—
|
|
|
436
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
436
|
|
|
—
|
|
|
436
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
3,242
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,242
|
|
|
—
|
|
|
3,242
|
|
||||||||
Subsidiary dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(150
|
)
|
|
(150
|
)
|
||||||||
Balance at June 30, 2019
|
285,510
|
|
|
$
|
285
|
|
|
$
|
1,913,103
|
|
|
$
|
80,860
|
|
|
$
|
27,317
|
|
|
(45,978
|
)
|
|
$
|
(216,254
|
)
|
|
$
|
1,805,311
|
|
|
$
|
25,865
|
|
|
$
|
1,831,176
|
|
|
|
|
|
|
Additional Paid-
In Capital
|
|
Retained Earnings (Accumulated
Deficit)
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
|
|
|
Total Amkor
Stockholders’
Equity
|
|
Noncontrolling
Interest in
Subsidiaries
|
|
Total
Equity
|
||||||||||||||||||
|
Common Stock
|
|
|
|
|
Treasury Stock
|
|
|
|
||||||||||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
|
|
|
Shares
|
|
Cost
|
|
|
|
||||||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||||
Balance at March 31, 2018
|
285,284
|
|
|
$
|
285
|
|
|
$
|
1,905,666
|
|
|
$
|
(4,359
|
)
|
|
$
|
37,571
|
|
|
(45,950
|
)
|
|
$
|
(216,038
|
)
|
|
$
|
1,723,125
|
|
|
$
|
23,949
|
|
|
$
|
1,747,074
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
32,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,591
|
|
|
593
|
|
|
33,184
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,186
|
)
|
|
—
|
|
|
—
|
|
|
(11,186
|
)
|
|
—
|
|
|
(11,186
|
)
|
||||||||
Treasury stock acquired through surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(49
|
)
|
|
(49
|
)
|
|
—
|
|
|
(49
|
)
|
||||||||
Issuance of stock through share-based compensation plans
|
38
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,269
|
|
|
—
|
|
|
1,269
|
|
||||||||
Subsidiary dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
(135
|
)
|
||||||||
Balance at June 30, 2018
|
285,322
|
|
|
$
|
285
|
|
|
$
|
1,906,936
|
|
|
$
|
28,232
|
|
|
$
|
26,385
|
|
|
(45,956
|
)
|
|
$
|
(216,087
|
)
|
|
$
|
1,745,751
|
|
|
$
|
24,407
|
|
|
$
|
1,770,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2017
|
285,129
|
|
|
$
|
285
|
|
|
$
|
1,903,357
|
|
|
$
|
(13,903
|
)
|
|
$
|
22,519
|
|
|
(45,945
|
)
|
|
$
|
(215,982
|
)
|
|
$
|
1,696,276
|
|
|
$
|
23,433
|
|
|
$
|
1,719,709
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
42,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,135
|
|
|
1,244
|
|
|
43,379
|
|
||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,866
|
|
|
—
|
|
|
—
|
|
|
3,866
|
|
|
—
|
|
|
3,866
|
|
||||||||
Treasury stock acquired through surrender of shares for tax withholding
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
(105
|
)
|
|
(105
|
)
|
|
—
|
|
|
(105
|
)
|
||||||||
Issuance of stock through share-based compensation plans
|
193
|
|
|
—
|
|
|
1,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,023
|
|
|
—
|
|
|
1,023
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,556
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,556
|
|
|
—
|
|
|
2,556
|
|
||||||||
Subsidiary dividends to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
(270
|
)
|
||||||||
Balance at June 30, 2018
|
285,322
|
|
|
$
|
285
|
|
|
$
|
1,906,936
|
|
|
$
|
28,232
|
|
|
$
|
26,385
|
|
|
(45,956
|
)
|
|
$
|
(216,087
|
)
|
|
$
|
1,745,751
|
|
|
$
|
24,407
|
|
|
$
|
1,770,158
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
(31,674
|
)
|
|
$
|
43,379
|
|
Depreciation and amortization
|
268,819
|
|
|
285,515
|
|
||
Other operating activities and non-cash items
|
33,112
|
|
|
(3,239
|
)
|
||
Changes in assets and liabilities
|
(101,329
|
)
|
|
(119,276
|
)
|
||
Net cash provided by operating activities
|
168,928
|
|
|
206,379
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
||
Payments for property, plant and equipment
|
(273,672
|
)
|
|
(389,568
|
)
|
||
Proceeds from sale of property, plant and equipment
|
8,247
|
|
|
603
|
|
||
Proceeds from insurance recovery for property, plant and equipment
|
1,538
|
|
|
—
|
|
||
Other investing activities
|
2,864
|
|
|
2,647
|
|
||
Net cash used in investing activities
|
(261,023
|
)
|
|
(386,318
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from revolving credit facilities
|
85,000
|
|
|
—
|
|
||
Payments of revolving credit facilities
|
(5,000
|
)
|
|
—
|
|
||
Proceeds from short-term debt
|
29,781
|
|
|
7,264
|
|
||
Payments of short-term debt
|
(25,548
|
)
|
|
(31,546
|
)
|
||
Proceeds from issuance of long-term debt
|
614,375
|
|
|
64,000
|
|
||
Payments of long-term debt
|
(732,178
|
)
|
|
(77,015
|
)
|
||
Payments of finance lease obligations
|
(2,746
|
)
|
|
(1,689
|
)
|
||
Other financing activities
|
(3,865
|
)
|
|
492
|
|
||
Net cash used in financing activities
|
(40,181
|
)
|
|
(38,494
|
)
|
||
Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash
|
1,131
|
|
|
1,347
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(131,145
|
)
|
|
(217,086
|
)
|
||
Cash, cash equivalents and restricted cash, beginning of period
|
688,051
|
|
|
602,851
|
|
||
Cash, cash equivalents and restricted cash, end of period
|
$
|
556,906
|
|
|
$
|
385,765
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Property, plant and equipment included in capital expenditures payable
|
$
|
135,126
|
|
|
$
|
239,460
|
|
Right of use assets acquired through finance lease liabilities
|
2,304
|
|
|
6,477
|
|
||
Right of use assets acquired through operating lease liabilities
|
21,238
|
|
|
—
|
|
•
|
Reassess whether any existing contracts are or contain a lease,
|
•
|
Reassess the lease classification for any existing contracts,
|
•
|
Reassess initial direct costs for any existing leases, and
|
•
|
Separate non-lease components from lease components and instead to account for them as a single lease component for all asset classes.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
|
(In thousands)
|
||||||||||||
Advanced products (1)
|
$
|
432,639
|
|
|
$
|
496,241
|
|
|
$
|
855,084
|
|
|
$
|
971,993
|
|
Mainstream products (2)
|
462,666
|
|
|
569,443
|
|
|
935,185
|
|
|
1,119,010
|
|
||||
Total net sales
|
$
|
895,305
|
|
|
$
|
1,065,684
|
|
|
$
|
1,790,269
|
|
|
$
|
2,091,003
|
|
(1)
|
Advanced products include flip chip and wafer-level processing and related test services.
|
(2)
|
Mainstream products include wirebond packaging and related test services.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Communications (handheld devices, smartphones, tablets)
|
37
|
%
|
|
42
|
%
|
|
38
|
%
|
|
42
|
%
|
Automotive, industrial and other (driver assist, infotainment, performance, safety)
|
29
|
%
|
|
26
|
%
|
|
29
|
%
|
|
26
|
%
|
Computing (datacenter, infrastructure, PC/laptop, storage)
|
19
|
%
|
|
19
|
%
|
|
19
|
%
|
|
19
|
%
|
Consumer (connected home, set-top boxes, televisions, visual imaging, wearables)
|
15
|
%
|
|
13
|
%
|
|
14
|
%
|
|
13
|
%
|
Total net sales
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Interest income
|
$
|
(1,598
|
)
|
|
$
|
(955
|
)
|
|
$
|
(3,662
|
)
|
|
$
|
(1,943
|
)
|
Foreign currency (gain) loss, net
|
606
|
|
|
(7,110
|
)
|
|
(1,407
|
)
|
|
(2,397
|
)
|
||||
Loss on debt retirement
|
8,356
|
|
|
18
|
|
|
8,356
|
|
|
18
|
|
||||
Other
|
(398
|
)
|
|
(2,954
|
)
|
|
(886
|
)
|
|
(3,247
|
)
|
||||
Other (income) expense, net
|
$
|
6,966
|
|
|
$
|
(11,001
|
)
|
|
$
|
2,401
|
|
|
$
|
(7,569
|
)
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands,
except per share data)
|
||||||||||||||
Net income (loss) attributable to Amkor common stockholders
|
$
|
(9,450
|
)
|
|
$
|
32,591
|
|
|
$
|
(32,329
|
)
|
|
$
|
42,135
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of common shares outstanding — basic
|
239,508
|
|
|
239,351
|
|
|
239,461
|
|
|
239,283
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stock options and restricted share awards
|
—
|
|
|
453
|
|
|
—
|
|
|
522
|
|
||||
Weighted-average number of common shares outstanding — diluted
|
239,508
|
|
|
239,804
|
|
|
239,461
|
|
|
239,805
|
|
||||
Net income (loss) attributable to Amkor per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
(0.04
|
)
|
|
$
|
0.14
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.18
|
|
Diluted
|
(0.04
|
)
|
|
0.14
|
|
|
(0.14
|
)
|
|
0.18
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||||||
Stock options and restricted share awards
|
7,618
|
|
|
3,644
|
|
|
7,618
|
|
|
3,524
|
|
|
Defined Benefit Pension
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Accumulated other comprehensive income (loss) at December 31, 2018
|
$
|
2,659
|
|
|
$
|
21,153
|
|
|
$
|
23,812
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
3,694
|
|
|
3,694
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(189
|
)
|
|
—
|
|
|
(189
|
)
|
|||
Other comprehensive income (loss)
|
(189
|
)
|
|
3,694
|
|
|
3,505
|
|
|||
Accumulated other comprehensive income (loss) at June 30, 2019
|
$
|
2,470
|
|
|
$
|
24,847
|
|
|
$
|
27,317
|
|
|
Defined Benefit Pension
|
|
Foreign Currency Translation
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Accumulated other comprehensive income (loss) at December 31, 2017
|
$
|
6,303
|
|
|
$
|
16,216
|
|
|
$
|
22,519
|
|
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
3,947
|
|
|
3,947
|
|
|||
Amounts reclassified from accumulated other comprehensive income (loss)
|
(81
|
)
|
|
—
|
|
|
(81
|
)
|
|||
Other comprehensive income (loss)
|
(81
|
)
|
|
3,947
|
|
|
3,866
|
|
|||
Accumulated other comprehensive income (loss) at June 30, 2018
|
$
|
6,222
|
|
|
$
|
20,163
|
|
|
$
|
26,385
|
|
|
June 30,
2019 |
|
December 31, 2018
|
||||
|
(In thousands)
|
||||||
Land
|
$
|
219,991
|
|
|
$
|
222,884
|
|
Land use rights (1)
|
—
|
|
|
26,845
|
|
||
Buildings and improvements
|
1,569,785
|
|
|
1,523,065
|
|
||
Machinery and equipment
|
5,266,111
|
|
|
5,196,930
|
|
||
Finance lease assets
|
26,414
|
|
|
25,874
|
|
||
Software and computer equipment
|
218,268
|
|
|
213,440
|
|
||
Furniture, fixtures and other equipment
|
18,877
|
|
|
17,204
|
|
||
Construction in progress
|
16,753
|
|
|
44,381
|
|
||
Total property, plant and equipment
|
7,336,199
|
|
|
7,270,623
|
|
||
Accumulated depreciation and amortization
|
(4,820,666
|
)
|
|
(4,620,175
|
)
|
||
Total property, plant and equipment, net
|
$
|
2,515,533
|
|
|
$
|
2,650,448
|
|
(1)
|
Effective January 1, 2019, and in connection with the adoption of Topic 842, land use rights were reclassified to operating lease right of use asset within our Consolidated Balance Sheet.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Depreciation expense
|
$
|
132,642
|
|
|
$
|
142,497
|
|
|
$
|
268,139
|
|
|
$
|
284,502
|
|
|
For the Three Months Ended June 30, 2019
|
|
For the Six Months Ended June 30, 2019
|
||||
|
(In thousands)
|
||||||
Operating lease cost
|
$
|
9,679
|
|
|
$
|
17,726
|
|
Finance lease cost
|
|
|
|
|
|||
Amortization of leased assets
|
1,145
|
|
|
2,210
|
|
||
Interest on lease liabilities
|
198
|
|
|
413
|
|
||
Total finance lease cost
|
1,343
|
|
|
2,623
|
|
||
Short-term lease cost
|
1,933
|
|
|
4,361
|
|
||
Variable lease cost
|
1,479
|
|
|
3,129
|
|
||
Net lease cost
|
$
|
14,434
|
|
|
$
|
27,839
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Operating Leases
|
|
Finance Leases
|
|
Operating Leases
|
|
Finance Leases
|
||||||||
|
(In thousands)
|
||||||||||||||
2019 - Remaining
|
$
|
19,752
|
|
|
$
|
4,051
|
|
|
$
|
32,461
|
|
|
$
|
6,430
|
|
2020
|
34,340
|
|
|
5,557
|
|
|
24,630
|
|
|
4,555
|
|
||||
2021
|
24,658
|
|
|
5,642
|
|
|
17,676
|
|
|
4,748
|
|
||||
2022
|
13,349
|
|
|
1,410
|
|
|
10,942
|
|
|
936
|
|
||||
2023
|
9,307
|
|
|
946
|
|
|
9,008
|
|
|
936
|
|
||||
Thereafter
|
26,515
|
|
|
3,846
|
|
|
26,070
|
|
|
3,807
|
|
||||
Total future minimum lease payments
|
127,921
|
|
|
21,452
|
|
|
$
|
120,787
|
|
|
$
|
21,412
|
|
||
Less: Imputed interest
|
(13,952
|
)
|
|
(2,402
|
)
|
|
|
|
|
||||||
Total
|
$
|
113,969
|
|
|
$
|
19,050
|
|
|
|
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Payroll and benefits
|
$
|
95,452
|
|
|
$
|
124,943
|
|
Short-term operating lease liability
|
33,920
|
|
|
—
|
|
||
Income taxes payable
|
19,748
|
|
|
38,567
|
|
||
Deferred revenue and customer advances
|
16,621
|
|
|
16,736
|
|
||
Accrued severance plan obligations
|
13,423
|
|
|
13,179
|
|
||
Accrued interest
|
11,652
|
|
|
10,302
|
|
||
Other accrued expenses
|
55,799
|
|
|
54,482
|
|
||
Total accrued expenses
|
$
|
246,615
|
|
|
$
|
258,209
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Debt of Amkor Technology, Inc.:
|
|
|
|
|
|
||
Senior notes:
|
|
|
|
|
|
||
6.375% Senior notes, due October 2022 (1)
|
$
|
—
|
|
|
$
|
524,971
|
|
6.625% Senior notes, due September 2027 (1)
|
525,000
|
|
|
—
|
|
||
Debt of subsidiaries:
|
|
|
|
|
|
||
Amkor Technology Korea, Inc.:
|
|
|
|
||||
$30 million revolving credit facility, LIBOR plus the applicable bank rate, due October 2019 (2)
|
—
|
|
|
—
|
|
||
Term loan, fixed rate at 3.70%, due May 2020 (3)
|
40,000
|
|
|
120,000
|
|
||
Term loan, fund floating rate plus 1.60%, due June 2020 (4)
|
84,000
|
|
|
125,000
|
|
||
Term loan, LIBOR plus 2.56%, due December 2023
|
200,000
|
|
|
200,000
|
|
||
Term loan, applicable bank rate plus 1.98%, due December 2028 (4)
|
66,000
|
|
|
24,000
|
|
||
J-Devices Corporation:
|
|
|
|
||||
Short-term term loans, variable rate (5)
|
12,888
|
|
|
8,232
|
|
||
Term loan, fixed rate at 0.86%, due June 2022
|
27,816
|
|
|
31,908
|
|
||
Term loan, fixed rate at 0.60%, due July 2022
|
6,027
|
|
|
6,838
|
|
||
Term loan, fixed rate at 1.30%, due July 2023
|
204,915
|
|
|
225,180
|
|
||
Amkor Assembly & Test (Shanghai) Co., Ltd.:
|
|
|
|
||||
Term loan, LIBOR plus 1.80%, due December 2019 (6)
|
—
|
|
|
48,000
|
|
||
Term loan, LIBOR plus 1.60%, due March 2022 (6)
|
29,500
|
|
|
—
|
|
||
Term loan, LIBOR Plus 1.40%, due March 2022 (6)
|
19,750
|
|
|
—
|
|
||
Other:
|
|
|
|
||||
$250 million senior secured revolving credit facility, LIBOR plus 1.25%-1.75%, due July 2023 (Singapore) (7)
|
80,000
|
|
|
—
|
|
||
Revolving credit facility, TAIFX plus the applicable bank rate, due November 2020 (Taiwan) (8)
|
20,000
|
|
|
20,000
|
|
||
|
1,315,896
|
|
|
1,334,129
|
|
||
Less: Unamortized premium, discount and deferred debt costs, net
|
(7,721
|
)
|
|
(1,818
|
)
|
||
Less: Short-term borrowings and current portion of long-term debt
|
(198,230
|
)
|
|
(114,579
|
)
|
||
Long-term debt
|
$
|
1,109,945
|
|
|
$
|
1,217,732
|
|
(1)
|
In April 2019, we redeemed the outstanding $525 million aggregate principal amount of our 6.375% Senior Notes due 2022 (“2022 Notes”). In accordance with the terms of the indenture governing the 2022 Notes, the redemption price was 101.594% of the principal amount of the 2022 Notes plus accrued and unpaid interest. We recorded an $8.4 million loss on extinguishment related to the call premium paid and other debt related costs associated with the 2022 Notes. The redemption of the 2022 Notes was funded with net proceeds from our issuance of $525 million of 6.625% Senior Notes due September 2027 (“2027 Notes”) in March 2019, together with cash on hand. The 2027 Notes were issued at a discount of 99.5% or $2.6 million and are senior unsecured obligations. Interest is
|
(2)
|
In October 2018, we entered into a revolving credit facility agreement with availability of $30.0 million. Principal will be payable at maturity in October 2019. Interest will be payable monthly in arrears, at LIBOR plus the applicable bank rate. As of June 30, 2019, $30.0 million was available to be drawn.
|
(3)
|
In May 2017, we entered into a $120.0 million term loan agreement due May 2020 with a fixed interest rate of 3.7%. During the six months ended June 30, 2019, we repaid $80 million.
|
(4)
|
In May 2015, we entered into a term loan agreement pursuant to which we may borrow up to $150.0 million for capital expenditures. Principal is payable at maturity in June 2020. Interest is payable quarterly in arrears, at a fund floating rate plus 1.60% (4.54% as of June 30, 2019). During the six months ended June 30, 2019, we repaid $41.0 million of the outstanding balance of this term loan using the proceeds from our term loan due December 2028.
|
(5)
|
We entered into various short-term term loans which mature semiannually. Principal and interest are payable in monthly installments. Interest as of June 30, 2019 is at TIBOR plus 0.10% to 0.20% (weighted average of 0.20% as of June 30, 2019). As of June 30, 2019, $4.0 million was available to be drawn.
|
(6)
|
In December 2016, we entered into a $50.0 million term loan agreement. Principal is payable in semiannual installments of $0.5 million, with the remaining balance due at maturity in December 2019. Interest is payable quarterly at a floating rate of LIBOR plus 1.80%. During the six months ended June 30, 2019, we repaid the entire $48.0 million outstanding balance of this term loan using the proceeds from our term loans due March 2022.
|
(7)
|
In July 2018, our subsidiary, Amkor Technology Singapore Holding Pte, Ltd., entered into a $250.0 million senior secured revolving credit facility, which is guaranteed by Amkor Technology, Inc. The availability for our revolving credit facility is based on the amount of eligible accounts receivable. Principal is payable at maturity. Interest is payable monthly at LIBOR plus 1.25% to 1.75% (3.69% as of June 30, 2019). We borrowed $80 million in June 2019, which was repaid in July 2019. As of June 30, 2019, $83.0 million was available to be drawn.
|
(8)
|
In November 2015, we entered into a $39.0 million revolving credit facility. Principal is payable at maturity. Interest is payable monthly at TAIFX plus the applicable bank rate (3.59% as of June 30, 2019). As of June 30, 2019, $19.0 million was available to be drawn.
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Service cost
|
$
|
7,789
|
|
|
$
|
8,299
|
|
|
$
|
15,766
|
|
|
$
|
16,715
|
|
Interest cost
|
1,305
|
|
|
1,226
|
|
|
2,629
|
|
|
2,469
|
|
||||
Expected return on plan assets
|
(1,595
|
)
|
|
(1,417
|
)
|
|
(3,213
|
)
|
|
(2,859
|
)
|
||||
Recognized actuarial gain
|
(94
|
)
|
|
(42
|
)
|
|
(188
|
)
|
|
(77
|
)
|
||||
Net periodic pension cost
|
$
|
7,405
|
|
|
$
|
8,066
|
|
|
$
|
14,994
|
|
|
$
|
16,248
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
(In thousands)
|
||||||||||||||
Defined contribution expense
|
$
|
3,352
|
|
|
$
|
3,017
|
|
|
$
|
7,756
|
|
|
$
|
7,013
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
(In thousands)
|
||||||
Cash equivalent money market funds (Level 1)
|
$
|
58,812
|
|
|
$
|
74,407
|
|
Restricted cash money market funds (Level 1)
|
2,590
|
|
|
2,589
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Fair
Value
|
|
Carrying
Value
|
|
Fair
Value
|
|
Carrying
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Senior notes (Level 1)
|
$
|
522,443
|
|
|
$
|
518,930
|
|
|
$
|
526,131
|
|
|
$
|
524,978
|
|
Revolving credit facilities and term loans (Level 2)
|
795,096
|
|
|
789,245
|
|
|
803,867
|
|
|
807,333
|
|
||||
Total debt
|
$
|
1,317,539
|
|
|
$
|
1,308,175
|
|
|
$
|
1,329,998
|
|
|
$
|
1,332,311
|
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Materials
|
38.0
|
%
|
|
38.9
|
%
|
|
38.0
|
%
|
|
37.9
|
%
|
Labor
|
17.4
|
%
|
|
16.0
|
%
|
|
17.4
|
%
|
|
16.8
|
%
|
Other manufacturing costs
|
30.8
|
%
|
|
29.2
|
%
|
|
31.0
|
%
|
|
29.6
|
%
|
Gross margin
|
13.8
|
%
|
|
15.9
|
%
|
|
13.6
|
%
|
|
15.7
|
%
|
Operating income
|
2.5
|
%
|
|
5.1
|
%
|
|
2.0
|
%
|
|
4.3
|
%
|
Net income attributable to Amkor
|
(1.1
|
)%
|
|
3.1
|
%
|
|
(1.8
|
)%
|
|
2.0
|
%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Net sales
|
$
|
895,305
|
|
|
$
|
1,065,684
|
|
|
$
|
(170,379
|
)
|
|
(16.0
|
)%
|
|
$
|
1,790,269
|
|
|
$
|
2,091,003
|
|
|
$
|
(300,734
|
)
|
|
(14.4
|
)%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||
Gross profit
|
$
|
123,454
|
|
|
$
|
169,717
|
|
|
$
|
(46,263
|
)
|
|
$
|
244,215
|
|
|
$
|
327,488
|
|
|
$
|
(83,273
|
)
|
Gross margin
|
13.8
|
%
|
|
15.9
|
%
|
|
(2.1
|
)%
|
|
13.6
|
%
|
|
15.7
|
%
|
|
(2.1
|
)%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Selling, general and administrative
|
$
|
64,758
|
|
|
$
|
74,700
|
|
|
$
|
(9,942
|
)
|
|
(13.3
|
)%
|
|
$
|
136,345
|
|
|
$
|
155,423
|
|
|
$
|
(19,078
|
)
|
|
(12.3
|
)%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Research and development
|
$
|
36,186
|
|
|
$
|
41,076
|
|
|
$
|
(4,890
|
)
|
|
(11.9
|
)%
|
|
$
|
71,940
|
|
|
$
|
82,005
|
|
|
$
|
(10,065
|
)
|
|
(12.3
|
)%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||||||||
|
(In thousands, except percentages)
|
||||||||||||||||||||||||||||
Interest expense
|
$
|
18,653
|
|
|
$
|
21,127
|
|
|
$
|
(2,474
|
)
|
|
(11.7
|
)%
|
|
$
|
37,926
|
|
|
$
|
41,138
|
|
|
$
|
(3,212
|
)
|
|
(7.8
|
)%
|
Interest income
|
(1,598
|
)
|
|
(955
|
)
|
|
(643
|
)
|
|
67.3
|
%
|
|
(3,662
|
)
|
|
(1,943
|
)
|
|
(1,719
|
)
|
|
88.5
|
%
|
||||||
Foreign currency (gain) loss, net
|
606
|
|
|
(7,110
|
)
|
|
7,716
|
|
|
>(100)%
|
|
|
(1,407
|
)
|
|
(2,397
|
)
|
|
990
|
|
|
(41.3
|
)%
|
||||||
Loss on debt retirement
|
8,356
|
|
|
18
|
|
|
8,338
|
|
|
>100%
|
|
|
8,356
|
|
|
18
|
|
|
8,338
|
|
|
>100%
|
|
||||||
Other (income) expense, net
|
(398
|
)
|
|
(2,954
|
)
|
|
2,556
|
|
|
(86.5
|
)%
|
|
(886
|
)
|
|
(3,247
|
)
|
|
2,361
|
|
|
(72.7
|
)%
|
||||||
Total other expense, net
|
$
|
25,619
|
|
|
$
|
10,126
|
|
|
$
|
15,493
|
|
|
>100%
|
|
|
$
|
40,327
|
|
|
$
|
33,569
|
|
|
$
|
6,758
|
|
|
20.1
|
%
|
|
For the Three Months Ended June 30,
|
|
For the Six Months Ended June 30,
|
||||||||||||||||||||
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Income tax expense
|
$
|
5,897
|
|
|
$
|
10,631
|
|
|
$
|
(4,734
|
)
|
|
$
|
27,277
|
|
|
$
|
13,112
|
|
|
$
|
14,165
|
|
|
For the Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Operating activities
|
$
|
168,928
|
|
|
$
|
206,379
|
|
Investing activities
|
(261,023
|
)
|
|
(386,318
|
)
|
||
Financing activities
|
(40,181
|
)
|
|
(38,494
|
)
|
|
For the Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
|
(In thousands)
|
||||||
Net cash provided by operating activities
|
$
|
168,928
|
|
|
$
|
206,379
|
|
Payments for property, plant and equipment
|
(273,672
|
)
|
|
(389,568
|
)
|
||
Proceeds from sale of and insurance recovery for property, plant and equipment
|
9,785
|
|
|
603
|
|
||
Free cash flow
|
$
|
(94,959
|
)
|
|
$
|
(182,586
|
)
|
|
|
|
Payments Due for Year Ending December 31,
|
||||||||||||||||||||||||
|
Total
|
|
2019 - Remaining
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||
Total debt
|
$
|
1,315,896
|
|
|
$
|
43,559
|
|
|
$
|
205,342
|
|
|
$
|
61,342
|
|
|
$
|
107,920
|
|
|
$
|
325,590
|
|
|
$
|
572,143
|
|
Scheduled interest payment obligations (1)
|
375,538
|
|
|
29,240
|
|
|
54,577
|
|
|
50,960
|
|
|
48,684
|
|
|
47,123
|
|
|
144,954
|
|
|||||||
Purchase obligations (2)
|
102,914
|
|
|
78,444
|
|
|
8,943
|
|
|
7,857
|
|
|
4,883
|
|
|
1,411
|
|
|
1,376
|
|
|||||||
Operating lease obligations (3)
|
127,921
|
|
|
19,752
|
|
|
34,340
|
|
|
24,658
|
|
|
13,349
|
|
|
9,307
|
|
|
26,515
|
|
|||||||
Finance lease obligations (3)
|
21,452
|
|
|
4,051
|
|
|
5,557
|
|
|
5,642
|
|
|
1,410
|
|
|
946
|
|
|
3,846
|
|
|||||||
Severance obligations (4)
|
130,993
|
|
|
6,712
|
|
|
11,260
|
|
|
10,239
|
|
|
9,278
|
|
|
8,437
|
|
|
85,067
|
|
|||||||
Total contractual obligations
|
$
|
2,074,714
|
|
|
$
|
181,758
|
|
|
$
|
320,019
|
|
|
$
|
160,698
|
|
|
$
|
185,524
|
|
|
$
|
392,814
|
|
|
$
|
833,901
|
|
(1)
|
Represents interest payment obligations calculated using stated coupon rates for fixed rate debt and interest rates applicable at June 30, 2019 for variable rate debt.
|
(2)
|
Represents off-balance sheet purchase obligations for capital expenditures, long-term supply contracts and other contractual commitments outstanding at June 30, 2019.
|
(3)
|
Represents future minimum lease payments including interest payments.
|
(4)
|
Represents estimated benefit payments for our Korean subsidiary severance plan.
|
•
|
$57.0 million of foreign pension plan obligations, for which the timing and actual amount of impact on our future cash flow is uncertain.
|
•
|
$31.3 million net liability associated with unrecognized tax benefits. Due to the uncertainty regarding the amount and the timing of any future cash outflows associated with our unrecognized tax benefits, we are unable to reasonably estimate the amount and period of ultimate settlement, if any, with the various taxing authorities.
|
|
2019 - Remaining
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
||||||||||||||||
|
($ in thousands)
|
||||||||||||||||||||||||||||||
Fixed rate debt
|
$
|
29,671
|
|
|
$
|
99,342
|
|
|
$
|
59,342
|
|
|
$
|
54,242
|
|
|
$
|
36,161
|
|
|
$
|
525,000
|
|
|
$
|
803,758
|
|
|
$
|
801,527
|
|
Average interest rate
|
1.2
|
%
|
|
2.2
|
%
|
|
1.2
|
%
|
|
1.2
|
%
|
|
1.3
|
%
|
|
6.6
|
%
|
|
4.9
|
%
|
|
|
|||||||||
Variable rate debt
|
$
|
13,888
|
|
|
$
|
106,000
|
|
|
$
|
2,000
|
|
|
$
|
53,678
|
|
|
$
|
289,429
|
|
|
$
|
47,143
|
|
|
$
|
512,138
|
|
|
$
|
516,012
|
|
Average interest rate
|
0.5
|
%
|
|
4.3
|
%
|
|
4.0
|
%
|
|
4.1
|
%
|
|
4.6
|
%
|
|
4.5
|
%
|
|
4.3
|
%
|
|
|
|||||||||
Total debt maturities
|
$
|
43,559
|
|
|
$
|
205,342
|
|
|
$
|
61,342
|
|
|
$
|
107,920
|
|
|
$
|
325,590
|
|
|
$
|
572,143
|
|
|
$
|
1,315,896
|
|
|
$
|
1,317,539
|
|
•
|
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;
|
•
|
our ability to achieve our major growth objectives, including: transitioning second-wave customers to advanced packages; expanding our sales to customers in Greater China and, in particular, in the mid-level and entry-level tiers of the mobile device market; and increasing our share of the automotive market;
|
•
|
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;
|
•
|
political instability and government shutdowns, civil disturbances or environmental or natural events, such as earthquakes like the recent ones in Japan, that impact our operations, and international events, such as the United Kingdom’s ongoing negotiations to leave the European Union;
|
•
|
pandemic illnesses that may impact our labor force and our ability to travel;
|
•
|
costs of acquisitions and divestitures and difficulties integrating acquisitions;
|
•
|
our ability to attract and retain qualified personnel to support our global operations;
|
•
|
fluctuations in interest rates and currency exchange rates, including the potential impact of the phase-out of LIBOR on our variable rate debt;
|
•
|
fluctuations in our manufacturing yields;
|
•
|
our ability to penetrate new end markets or expand our business in existing end markets;
|
•
|
dependence on key customers or concentration of customers in certain end markets, such as mobile communications and automotive and
|
•
|
restructuring charges, asset write-offs and impairments.
|
•
|
changes in consumer demand resulting from deteriorating conditions in local economies;
|
•
|
laws, rules, regulations and policies imposed by U.S. or foreign governments, such as tariffs, customs, duties and other restrictive trade barriers, national security, data privacy and cybersecurity, antitrust and competition, tax, currency and banking, labor, environmental, health and safety, and in particular the recent increase in tariffs, customs, duties and other restrictive trade barriers considered or adopted by U.S. and foreign governments;
|
•
|
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, particularly the dollar/yen exchange rate for J-Devices;
|
•
|
political and social conditions, and the potential for civil unrest, terrorism or other hostilities;
|
•
|
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 and other anti-corruption laws and regulations.
|
•
|
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.
|
•
|
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)
|
||||||
April 1 - April 30
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
91,586,032
|
|
May 1 - May 31
|
|
5,425
|
|
|
6.55
|
|
|
—
|
|
|
91,586,032
|
|
||
June 1 - June 30
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91,586,032
|
|
||
Total
|
|
5,425
|
|
|
$
|
6.55
|
|
|
—
|
|
|
|
(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 was approved in August 2011 and $150.0 million was approved in February 2012, exclusive of any fees, commissions or other expenses. For the three months ended June 30, 2019, we made no common stock purchases, and at June 30, 2019, approximately $91.6 million was available pursuant to the stock repurchase program.
|
|
|
|
|
Incorporated by Reference
|
|
Filed Herewith
|
||||||
Exhibit Number
|
|
Exhibit Description
|
|
Form
|
|
Period Ending
|
|
Exhibit
|
|
Filing Date
|
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
32
|
|
|
|
|
|
|
|
|
|
|
X
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
By:
|
/s/ Megan Faust
|
|
|
Megan Faust
|
|
|
Corporate Vice President and
|
|
|
Chief Financial 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/ 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/ Megan Faust
|
|
Megan Faust
|
|
Corporate Vice President and
Chief Financial Officer
|
|
/s/ Stephen D. Kelley
|
|
Stephen D. Kelley
|
|
President and Chief Executive Officer
|
|
/s/ Megan Faust
|
|
Megan Faust
|
|
Corporate Vice President and
Chief Financial Officer
|