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Form 6-K UNITED MICROELECTRONICS For: Mar 02

March 2, 2015 6:16 AM EST

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

March 2, 2015

Commission File Number: 001-15128

United Microelectronics Corporation
———————————————————————————————————
(Translation of registrant’s name into English)
 
No. 3 Li Hsin Road II
Science Park
Hsinchu, Taiwan, R.O.C.
———————————————————————————————————
(Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:  [x] Form 20-F    [ ] Form 40-F
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  [ ]
 
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  [ ]
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:  [ ] Yes    [x] No
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):    n/a 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
    United Microelectronics Corporation
     
Date: 03/02/2015 By: Chitung Liu

  Name:  Chitung Liu
  Title: CFO
     

EXHIBIT INDEX

Exhibit No.   Description

 
99   6K on 03/02/2015
     

Exhibit

Exhibit Description

99.1   Announcement on 2015/01/27: Represent subsidiary HEJIAN (SUZHOU) TECHNOLOGY CO., LTD. to announce acquisition of UNITED SEMICONDUCTOR (XIAMEN) CO., LTD.

99.2   Announcement on 2015/01/28: UMC announced its unconsolidated operating results for the fourth quarter of 2014

99.3   Announcement on 2015/02/04: To announce related materials on acquisition of machinery and equipment

99.4   Announcement on 2015/02/04: To announce related materials on acquisition of machinery and equipment

99.5   Announcement on 2015/02/06: To announce related materials on acquisition of machinery and equipment

99.6   Announcement on 2015/02/12: To announce related materials on acquisition of machinery and equipment

99.7   Announcement on 2015/02/17: To announce related materials on acquisition of machinery and equipment

99.8   Announcement on 2015/02/24: To announce related materials on acquisition of machinery and equipment

99.9   Announcement on 2015/02/09: January Revenue

99.10   Announcement on 2015/02/15: the trading and pledge of UMC common shares by directors, executive officers and 10% shareholders of UMC

1

Exhibit 99.1

Represent subsidiary HEJIAN (SUZHOU) TECHNOLOGY CO., LTD. to announce acquisition of UNITED
SEMICONDUCTOR (XIAMEN) CO., LTD.

1. Name and nature of the subject matter (if preferred shares, the terms and conditions of issuance shall also be indicated, e.g. dividend yield): Acquisition of United Semiconductor (Xiamen) Co. Ltd.
2. Date of occurrence of the event: 2015/01/27
3. Volume, unit price, and total monetary amount of the transaction: trading volume: NA; total amount: RMB 613,420,000 (approximately NTD 3,051,765K);
4. Counterpart to the trade and its relationship to the Company (if the trading counterpart is a natural person and furthermore is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): United Semiconductor (Xiamen) Co. Ltd.; Not an actual related party of the Company.
5. Where the counterpart to the trade is an actual related party, a public announcement shall also be made of the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer, and date of acquisition: NA
6. Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: N/A
7. Matters related to the creditor’s rights currently being disposed of (including types of collateral of the disposed creditor’s rights; if the creditor’s rights are creditor’s rights toward a related person, the name of the related person and the book amount of the creditor’s rights toward such related person currently being disposed of must also be announced): N/A
8. Anticipated profit or loss from the disposal (not applicable in cases of acquisition of securities) (where originally deferred, the status or recognition shall be stated and explained): N/A
9. Terms of delivery or payment (including payment period and monetary amount), restrictive covenants in the contract, and other important stipulations:

Wire transfer; restrictive covenants in the contract: N/A; other important stipulations: N/A

10. The manner in which the current transaction was decided, the reference basis for the decision on price, and the decision-making department:

The decision making manner: Based on the Acquisition or Disposal of Assets Procedure

Reference for the decision on price: In accordance with the agreement

The decision-making department: Board of Directors

11. Current cumulative volume, amount, and shareholding percentage of holdings of the security being traded (including the current trade) and status of any restriction of rights (e.g. pledges):

Total Amount: RMB 613,420,000

Shareholding percentage: 33.33%

Restriction of rights: None

12. Current ratio of long or short term securities investment (including the current trade) to the total assets and shareholder’s equity as shown in the most recent financial statement and the operating capital as shown in the most recent financial statement:

Ratio of total assets: 1.06%;

Ratio of shareholder’s equity: 1.50%;

The operational capital as shown in the most recent financial statement: NT$46,358,406,000.

13. Broker and broker’s fee: None
14. Concrete purpose or use of the acquisition or disposition: Long term investment
15. Net worth per share of company underlying securities acquired or disposed of: N/A
16. Do the directors have any objection to the present transaction?: No
17. Has the CPA issued an opinion on the unreasonableness of the price of the current transaction?: No
18. Any other matters that need to be specified: No

2

Exhibit 99.2

UMC announced its unconsolidated operating results for the fourth quarter of 2014

1. Date of occurrence of the event: 2015/01/28
2. Company name: UNITED MICROELECTRONICS CORP.
3. Relationship to the Company (please enter “head office” or “subsidiaries”):head office
4. Reciprocal shareholding ratios: N/A
5. Name of the reporting media: N/A
6. Content of the report: N/A
7. Cause of occurrence:

UMC Reports Fourth Quarter 2014 Results

Full-year 2014 foundry revenue up 10%, operating profit increased 74% YoY

United Microelectronics Corporation (NYSE: UMC; TWSE: 2303) (“UMC” or “The Company”), a leading global semiconductor foundry, today announced its consolidated operating results for the fourth quarter of 2014.

Fourth quarter consolidated revenue was NT$37.24 billion, a 5.7% quarterly increase from NT$35.21 billion in 3Q14 and a 21.2% annual increase from NT$30.72 billion in 4Q13. 4Q14 consolidated gross margin was 27.4%, with operating margin at 12.2%. Net income attributable to the stockholders of the parent was NT$4.56 billion, with earnings per ordinary share of NT$0.36. For 2014, full year revenue was NT$140.01 billion, with NT$10.08 billion in operating income, NT$12.14 billion net income attributable to the stockholders of the parent and NT$0.97 earnings per share.

Mr. Po-Wen Yen, CEO of UMC, said “In the fourth quarter, foundry revenue grew 3.7% sequentially to NT$34.74 billion. This figure includes a one-time 40nm licensing fee from Fujitsu, lifting gross and operating margins to 30.2% and 14.6%, respectively. Overall capacity utilization rate remained at 93%, bringing shipments to 1.43 million 8-inch equivalent wafers. Our 28nm technologies represented 7% of our foundry revenue in 4Q14. Shipments from our 28nm gate-last, High-K Metal Gate process exceeded that of 28nm poly-SiON wafers. Excluding the Fujitsu 40nm licensing fee, UMC’s 2014 foundry operating profit grew 74% from the previous year. This rise in profitability was mainly driven by double-digit percentage growth in wafer shipments and partly due to the rapid production ramp of 28nm, which accounted for 3% of total 2014 revenue. Our collaborative technology efforts with our partners will enable UMC to deliver additional manufacturing solutions to fulfill new product specs, strengthening our position in the IC supply chain to take advantage of the continued momentum in market demand.”

CEO Yen continued, “The Taiwan government authorities recently approved UMC’s application to invest in a 12” joint venture fab in Xiamen, China. This investment will create opportunities for UMC to benefit from China’s enormous chip requirements by bringing us closer to the Chinese semiconductor supply chain. The cooperation highlights UMC’s differentiated approach of global expansion, proven through Singapore’s Fab12i and SuZhou’s Fab8N successfully achieving economy of scale while mitigating customer risks via geographic diversification. While we expand production sites worldwide, we are also focusing on continuous organic growth by deploying additional capacity at our Tainan site. As such, we will budget 2015 CAPEX for approximately US$1.8 billion. Our 2015 CAPEX illustrates our strong commitment to meet customers’ requirements and gain additional market share through efficient execution and strategic alliances. UMC’s global expansion efforts, driven by manufacturing excellence, will strengthen customer services with increased operating scale to enhance corporate financial earnings and deliver long-term returns to our shareholders.”

First Quarter of 2015 Outlook & Guidance:

Foundry Segment Wafer Shipments: To increase by approximately 2-3%
Foundry Segment ASP in US$: To increase by approximately 3%
Foundry Segment Profitability: Gross profit margin will be in the mid-20 percentage range
Foundry Segment Capacity Utilization: Approximately 90%
2015 CAPEX for Foundry Segment: US$1.8bn
Guidance to New Business Segment: Revenue to be approximately NT$2bn and operating loss to be approximately NT$170mn

8. Countermeasures: N/A
9. Any other matters that need to be specified: N/A

3

Exhibit 99.3

To announce related materials on acquisition of machinery and equipment

1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/01/27~2015/02/04
3. Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total Transaction volume: one batch; average unit price: $502,091,000 NTD; total transaction price: $502,091,000 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): Applied Materials South East Asia Pte. Ltd.; non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: Not applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Not applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: transaction: price negotiation; the reference basis for the decision on price: market price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and broker’s fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None

4

Exhibit 99.4

To announce related materials on acquisition of machinery and equipment

1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/01/27~2015/02/04
3. Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total Transaction volume: one batch; average unit price: $530,617,000 NTD; total transaction price: $530,617,000 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): LAM RESEARCH INTERNATIONAL SARL; non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: Not applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Not applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: transaction: price negotiation; the reference basis for the decision on price: market price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and broker’s fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None

5

Exhibit 99.5

To announce related materials on acquisition of machinery and equipment

1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/02/05~2015/02/06
3. Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total Transaction volume: one batch; average unit price: $582,812,500 NTD; total transaction price: $582,812,500 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): Applied Materials South East Asia Pte. Ltd.; non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: Not applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Not applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: transaction: price negotiation; the reference basis for the decision on price: market price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and broker’s fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None

6

Exhibit 99.6

To announce related materials on acquisition of machinery and equipment

1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2014/02/24~2015/02/12
3. Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total Transaction volume: one batch; average unit price: $582,640,430 NTD; total transaction price: $582,640,430 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): ASM AMERICA INC.; non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: Not applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Not applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: transaction: price negotiation; the reference basis for the decision on price: market price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and broker’s fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None

7

Exhibit 99.7

To announce related materials on acquisition of machinery and equipment

1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/02/16~2015/02/17
3. Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total Transaction volume: one batch; average unit price: $1,119,306,301 NTD; total transaction price: $1,119,306,301 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): MURATA MACHINERY LTD., TAIWAN PROJECT OFFICE; non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: Not applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Not applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: transaction: price negotiation; the reference basis for the decision on price: market price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and broker’s fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None

8

Exhibit 99.8

To announce related materials on acquisition of machinery and equipment

1. Name and nature of the subject matter (e.g. land located at Sublot XX, Lot XX, North District, Taichung City): Machinery and equipment
2. Date of the occurrence of the event: 2015/01/12~2015/02/24
3. Transaction volume (e.g. XX square meters, equivalent to XX p’ing), unit price, total Transaction volume: one batch; average unit price: $604,199,960 NTD; total transaction price: $604,199,960 NTD
4. Counterparty to the trade and its relationship with the company (if the trading counterpart is a natural person and is not an actual related party of the Company, the name of the trading counterpart is not required to be disclosed): TOKYO ELECTRON LIMITED; non-related party transaction
5. Where the counterpart to the trade is an actual related party, a public announcement shall also include the reason for choosing the related party as trading counterpart and the identity of the previous owner (including its relationship with the company and the trading counterpart), price of transfer and the date of acquisition: Not applicable
6. Where a person who owned the property within the past five years has been an actual related person of the company, a public announcement shall also include the dates and prices of acquisition and disposal by the related person and the person’s relationship to the company at those times: Not applicable
7. Anticipated loss or profit from the disposal (not applicable in cases of acquisition of assets) (where originally deferred, the status or recognition shall be stated and explained): Not applicable
8. Terms of delivery or payment (including payment period and monetary amount): Base on purchase order payment term.
9. The manner of deciding on this transaction (such as tender invitation, price comparison, or price negotiation), the reference basis for the decision on price and the decision-making department: transaction: price negotiation; the reference basis for the decision on price: market price. The decision-making department: the Selection Meeting
10. Name of the professional appraisal institution and its appraisal amount: Not applicable
11. Reason for any significant discrepancy with the transaction amount, and opinion of the certifying CPA: Not applicable
12. Is the appraisal report price a limited price or specific price?: Not applicable
13. Has an appraisal report not yet been obtained?: Not applicable
14. Reason an appraisal report has not yet been obtained: Not applicable
15. Broker and broker’s fee: None
16. Concrete purpose or use of the acquisition or disposition: For production
17. Do the directors have any objection to the present transaction?: Not applicable
18. Any other matters that need to be specified: None

9

Exhibit 99.9

United Microelectronics Corporation
February 9, 2015

This is to report the changes or status of 1) Sales volume, 2) Funds lent to other parties, 3) Endorsements and guarantees, and 4) Financial derivative transactions for the period of January 2015.

1)   Sales volume (NT$ Thousand)
                                     
Period   Items   2015   2014   Changes   %
January
  Net sales     12,883,284       10,062,618       2,820,666       28.03 %
Year-to-Date
  Net sales     12,883,284       10,062,618       2,820,666       28.03 %

2)   Funds lent to other parties (NT$ Thousand) : None

3)   Endorsements and guarantees (NT$ Thousand)
                         
            Last Month    
    This Month   (actual amount    
Balance as of period end   (actual amount provided)   provided)   Limit of lending
UMC
    3,100,000       3,100,000       42,509,098  
Note: 1. On December 19, 2012, the board of directors resolved to provide endorsement to Nexpower’s syndicated loan from banks including Bank of Taiwan for the amount up to NT$ 1,400 million, and the endorsement would be expired upon Nexpower’s refinancing. 2. On December 24, 2015, the board of directors resolved to provide endorsement to Nexpower’s syndicated loan from banks including Bank of Taiwan for the amount up to NT$ 1,700 million.

4)   Financial derivatives transactions : None

10

Exhibit 99.10

United Microelectronics Corporation
For the month of January, 2015

This is to report 1) the trading of directors, executive officers and 10% shareholders of United Microelectronics Corporation (“UMC”) (NYSE: UMC); 2) the pledge and clear of pledge of UMC common shares by directors, executive officers and 10% shareholders of UMC;

1)   The trading of directors, executive officers and 10% shareholders
                             
        Number of        
        shares as of   Number of shares as    
Title   Name   December 31, 2014   of January 1, 2015   Changes
Associate Vice President
  Le Tien Jung     30,000       0       (30,000 )

2)   The pledge and clear of pledge of UMC common shares by directors, executive officers and 10% shareholders:
                         
        Number of shares   Number of shares    
        pledged as of   pledged as of    
Title   Name   December 31, 2014   January 1, 2015   Changes
             

11



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