UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

AMKOR TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		000-29472		23-1722724
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1900 SOUTH PRICE ROAD
CHANDLER, AZ 85286
(Address of Principal Executive Offices, including Zip Code)

(480) 821-5000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

Attached hereto as Exhibit 99.1 and incorporated by reference herein is financial information for Amkor Technology, Inc. for the three and six months ended June 30, 2009 and forward-looking statements relating to the third quarter of 2009 as presented in a press release dated July 29, 2009. The information in this Form 8-K and the exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Exhibit 99.1 discloses free cash flow for the three months ended June 30, 2009. Free cash flow (which we define as net cash provided by operating activities less purchases of property, plant and equipment) is considered a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. We believe free cash flow to be relevant and useful information to our investors in assessing our financial operating results as this measure is used by our management in evaluating our liquidity, our ability to service debt and fund capital expenditures. However, this measure should be considered in addition to, and not as a substitute for, or superior to, cash flows or other measures of financial performance prepared in accordance with generally accepted accounting principles, and may not be comparable to similarly titled measures reported by other companies. The non-GAAP measures included in our press release have been reconciled to the nearest GAAP measure as required under SEC rules regarding the use of non-GAAP financial measures.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1

Text of Press Release dated July 29, 2009, which is furnished (not filed) herewith.

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 hereunto duly authorized.

				AMKOR TECHNOLOGY, INC.
		By:		/s/ Joanne Solomon
				Joanne Solomon
				Corporate Vice President and Chief Financial Officer

Date: July 29, 2009

EXHIBIT INDEX:

Exhibit				Description
	99.1			Text of Press Release dated July 29, 2009

Exhibit 99.1

		News Release

Amkor Reports Second Quarter 2009 Results

CHANDLER, Ariz. — July 29, 2009 — Amkor Technology, Inc. (NASDAQ: AMKR), a leading provider of semiconductor assembly and test services, today reported its financial results for the quarter ended June 30, 2009.

Second quarter net sales of $507 million were up 30% sequentially from the first quarter of 2009 and down 27% from the second quarter of 2008. Second quarter net income was $9 million or $0.05 per diluted share, compared to a net loss of $22 million or $0.12 per share in the first quarter. Net income for the second quarter of 2008 was $65 million, or $0.33 per diluted share.

“I am pleased with our second quarter performance in a very difficult economic environment,” commented James Kim, Amkor’s chairman and chief executive officer. “Our strategy of managing and aligning costs with customer demand is working. We achieved gross margin of 20% for the quarter, up sequentially from 12% in the first quarter of 2009, despite a $7 million charge to exit our manufacturing operations in Singapore. At the same time, we continued our disciplined approach in making capital spending decisions, which allowed us to generate free cash flow and strengthen our cash position.”

“We are seeing improvement in customer demand for the second half of 2009. Based on current customer forecasts, we expect third quarter 2009 net sales to increase 17% to 21% from the second quarter of 2009, reflecting higher than typical seasonal growth, and gross margin of 23% to 25%,” added Kim.

“Overall unit shipments were up 43% sequentially with advanced laminate and flip chip packages up nearly 60%,” said Ken Joyce, Amkor’s president and chief operating officer. “Net sales grew 30% driven by inventory adjustments by customers from historically low levels in the first quarter, strength of 3D packaging principally in support of wireless applications and improved demand for our leadframe packages.”

“We generated $69 million in free cash flow in the second quarter and ended the quarter with a cash balance of $455 million and total debt of just under $1.6 billion,” said Joanne Solomon, Amkor’s chief financial officer. “We used $135 million of the proceeds from our recent $250 million convertible note offering to repurchase $144 million principal amount of debt due in 2011 and recorded a related $8 million net gain. We have an aggregate of $97 million of debt coming due through the end of 2010, and the remaining $144 million of 7.125% notes and 2.5% convertible notes mature in 2011.”

“Second quarter 2009 capital additions were $27 million. We expect capital additions for the third quarter to be approximately $70 million and we are increasing our estimated capital additions for the full year 2009 to approximately $150 million. Our planned capital additions are primarily related to expanding our wafer bumping capacity in support of advanced interconnect technologies in response to increased level of customer demand,” said Solomon.

Selected operating data for the second quarter of 2009 is included in a section before the financial tables.

Business Outlook

Based upon the latest available information, we have the following expectations for the third quarter of 2009:

	•		Net sales up 17% to 21% from the second quarter of 2009
	•		Gross margin between 23% and 25%
	•		Net income — in the range of $0.17 to $0.22 per diluted share

Conference Call Information

Amkor will conduct a conference call on July 29, 2009 at 5:00 p.m. eastern time. This call is being webcast and can be accessed at Amkor’s web site at www.amkor.com. You may also access the call by dialing 877-941-9205. A replay of the call will be made available at Amkor’s web site or by dialing 800-406-7325 (access passcode # 4108562). The webcast is also being distributed over Thomson Financial’s Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson Financial individual investor center at www.companyboardroom.com or by visiting any of the investor sites in Thomson Financial’s Individual Investor Network. Institutional investors can access the call via Thomson Financial’s password-protected event management site, StreetEvents (www.streetevents.com).

About Amkor

Amkor is a leading provider of semiconductor assembly and test services. The company offers semiconductor companies and electronics OEMs a complete set of microelectronics design and manufacturing services. More information on Amkor is available from the company’s SEC filings and on Amkor’s website: www.amkor.com.

Forward-Looking Statement Disclaimer

This press release contains forward-looking statements within the meaning of federal securities laws. All statements other than statements of historical fact are considered forward-looking statements including, without limitation, statements regarding the following: expectations regarding net sales and gross margin in the third quarter of 2009; customer demand for the second half of 2009; plans to exit our manufacturing operations in Singapore; the expected dollar amount of our capital additions; and the statements made under Business Outlook including those regarding net sales, gross margin and net income. These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors that could affect future results and cause actual results and events to differ materially from historical and expected results and those expressed or implied in the forward-looking statements, including, but not limited to, the following: the highly unpredictable nature of the semiconductor industry; the effect of the global economy on credit markets, financial institutions, customers, suppliers and consumers; inability to achieve high capacity utilization rates; volatility of consumer demand for products incorporating our semiconductor packages; weakness in the forecasts of Amkor’s customers; customer modification of and follow through with respect to forecasts provided to Amkor; curtailment of outsourcing by our customers; our substantial indebtedness and restrictive covenants; failure to realize sufficient cash flow to fund capital additions; the effects of a recession in the U.S. and other economies worldwide; the highly unpredictable nature and costs of litigation and other legal activities and the risk of adverse results of such matters; the outcome of the pending SEC investigation; worldwide economic effects of terrorist attacks, natural disasters and military conflict; our ability to reduce costs; competitive pricing and declines in average selling prices; timing and volume of orders relative to production capacity; fluctuations in manufacturing yields; competition; dependence on

international operations and sales; dependence on raw material and equipment suppliers and changes in raw material costs; exchange rate fluctuations; dependence on key personnel; difficulties in managing growth; enforcement of intellectual property rights; environmental and other governmental regulations; and technological challenges.

Other important risk factors that could affect the outcome of the events set forth in these statements and that could affect our operating results and financial condition are discussed in the company’s Annual Report on Form 10-K for the year ended December 31, 2008 and in the company’s subsequent filings with the Securities and Exchange Commission made prior to or after the date hereof. Amkor undertakes no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.

Contact:
  Joanne Solomon
  Corporate Vice President & CFO
  480-821-5000 ext. 5416
  jsolo@amkor.com

AMKOR TECHNOLOGY, INC.

Selected Operating Data

Sales Data:		Q2 2009				Q1 2009				Q2 2008
Packaging services:
Wirebond — leadframe			25	%			27	%			28	%
Wirebond — laminate			43	%			39	%			40	%
Flip chip and wafer level processing			20	%			21	%			20	%
Packaging services			88	%			87	%			88	%
Test services			12	%			13	%			12	%
Total sales			100	%			100	%			100	%
Packaged units (in millions):
Wirebond — leadframe			1,229				887				1,638
Wirebond — laminate			330				208				339
Flip chip and wafer level processing			134				85				141
Total packaged units			1,693				1,180				2,118
Net sales from top ten customers			54	%			51	%			49	%
Capacity utilization			66	%			45	%			73	%
End Market Distribution Data (an approximation based on a sampling of our largest customers):
Communications			49	%			46	%			42	%
Consumer			30	%			29	%			32	%
Computing			14	%			16	%			16	%
Other			7	%			9	%			10	%
Total			100	%			100	%			100	%

Earnings per Share Data:		Q2 2009				Q1 2009				Q2 2008
		(in millions, except per share data)
Net income (loss) attributable to Amkor — basic		$	9			$	(22	)		$	65
Adjustment for dilutive securities on net income:
Interest on 2.5% convertible notes due 2011, net of tax			—				—				1
Interest on 6.25% convertible notes due 2013, net of tax			—				—				2
Interest on 6.0% convertible notes due 2014, net of tax			4				—				—
Net income (loss) attributable to Amkor — diluted		$	13			$	(22	)		$	68
Weighted average shares outstanding — basic			183				183				183
Effect of dilutive securities:
Stock options			—				—				1
2.5% convertible notes due 2011			—				—				13
6.25% convertible notes due 2013			—				—				13
6.0% convertible notes due 2014			83				—				—
Weighted average shares outstanding — diluted			266				183				210
Net income (loss) attributable to Amkor per common share:
Basic		$	0.05			$	(0.12	)		$	0.36
Diluted		$	0.05			$	(0.12	)		$	0.33

AMKOR TECHNOLOGY, INC.

Selected Operating Data (continued)

		Q2 2009				Q1 2009				Q2 2008
		(in millions)
Capital Investment Data:
Property, plant and equipment additions		$	27			$	24			$	122
Net change in related accounts payable and deposits			—				19				(20	)
Purchases of property, plant and equipment		$	27			$	43			$	102
Depreciation and amortization		$	77			$	80			$	77
Free Cash Flow Data:
Net cash provided by (used in) operating activities		$	96			$	(63	)		$	103
Less purchases of property, plant and equipment			(27	)			(43	)			(102	)
Free cash flow*		$	69			$	(106	)		$	1

AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

		For the Three Months								For the Six Months
		Ended June 30,								Ended June 30,
		2009				2008				2009				2008
		(In thousands, except per share data)
Net sales		$	506,516			$	690,676			$	895,292			$	1,390,159
Cost of sales			404,129				531,745				744,866				1,055,076
Gross profit			102,387				158,931				150,426				335,083
Operating expenses:
Selling, general and administrative			52,445				67,441				102,513				132,890
Research and development			10,035				15,095				20,182				28,951
Gain on sale of real estate			—				(9,856	)			—				(9,856	)
Total operating expenses			62,480				72,680				122,695				151,985
Operating income			39,907				86,251				27,731				183,098
Other (income) expense:
Interest expense, net			26,826				26,314				52,971				53,747
Interest expense, related party			3,812				1,562				5,374				3,125
Foreign currency loss (gain)			5,970				(11,597	)			(6,098	)			(21,074	)
Gain on debt retirement, net			(7,888	)			—				(16,884	)			—
Other (income) expense, net			(10	)			107				49				(699	)
Total other expense, net			28,710				16,386				35,412				35,099
Income (loss) before income taxes			11,197				69,865				(7,681	)			147,999
Income tax expense			1,833				4,298				4,914				10,238
Net income (loss)			9,364				65,567				(12,595	)			137,761
Net income attributable to noncontrolling interests			141				335				274				533
Net income (loss) attributable to Amkor		$	9,223			$	65,232			$	(12,869	)		$	137,228
Net income (loss) attributable to Amkor per common share:
Basic		$	0.05			$	0.36			$	(0.07	)		$	0.75
Diluted		$	0.05			$	0.33			$	(0.07	)		$	0.68
Shares used in computing per common share amounts:
Basic			183,036				182,759				183,036				182,446
Diluted			265,846				210,138				183,036				209,785

AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

		June 30,				December 31,
		2009				2008
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	455,294			$	424,316
Restricted cash			2,678				4,880
Accounts receivable:
Trade, net of allowances			264,440				259,630
Other			16,924				14,183
Inventories			118,072				134,045
Other current assets			25,483				23,862
Total current assets			882,891				860,916
Property, plant and equipment, net			1,371,177				1,473,763
Intangibles, net			12,970				11,546
Restricted cash			1,001				1,696
Other assets			39,700				36,072
Total assets		$	2,307,739			$	2,383,993
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt		$	69,670			$	54,609
Trade accounts payable			230,617				241,684
Accrued expenses			137,914				258,449
Total current liabilities			438,201				554,742
Long-term debt			1,234,505				1,338,751
Long-term debt, related party			250,000				100,000
Pension and severance obligations			126,217				116,789
Other non-current liabilities			32,845				30,548
Total liabilities			2,081,768				2,140,830
Equity:
Amkor stockholders’ equity:
Preferred stock			—				—
Common stock, $0.001 par value, 500,000 shares authorized, issued and outstanding of 183,039 in 2009 and 183,035 in 2008			183				183
Additional paid-in capital			1,498,331				1,496,976
Accumulated deficit			(1,291,090	)			(1,278,221	)
Accumulated other comprehensive income			12,231				18,201
Total Amkor stockholders’ equity			219,655				237,139
Noncontrolling interests in subsidiaries			6,316				6,024
Total equity			225,971				243,163
Total liabilities and equity		$	2,307,739			$	2,383,993

AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

		For the Six Months Ended
		June 30,
		2009				2008
		(In thousands)
Cash flows from operating activities:
Net (loss) income		$	(12,595	)		$	137,761
Depreciation and amortization			156,507				150,543
Gain on debt retirement, net			(16,884	)			—
Other operating activities and non-cash items			5,407				7,694
Changes in assets and liabilities			(99,077	)			(11,300	)
Net cash provided by operating activities			33,358				284,698
Cash flows from investing activities:
Purchases of property, plant and equipment			(69,955	)			(190,870	)
Proceeds from the sale of property, plant and equipment			687				14,968
Proceeds from sale of investment			—				2,460
Other investing activities			(3,086	)			(496	)
Net cash used in investing activities			(72,354	)			(173,938	)
Cash flows from financing activities:
Borrowings under revolving credit facilities			—				619
Payments under revolving credit facilities			—				(633	)
Proceeds from issuance of short-term debt			15,000				—
Proceeds from issuance of long-term debt			100,000				—
Proceeds from issuance of related party debt			150,000				—
Payments for debt issuance costs			(8,539	)			—
Payments of long-term debt			(186,156	)			(124,074	)
Proceeds from issuance of stock through stock compensation plans			15				9,776
Net cash provided by (used in) financing activities			70,320				(114,312	)
Effect of exchange rate fluctuations on cash and cash equivalents			(346	)			2,594
Net increase (decrease) in cash and cash equivalents			30,978				(958	)
Cash and cash equivalents, beginning of period			424,316				410,070
Cash and cash equivalents, end of period		$	455,294			$	409,112