SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

þ		QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

AMKOR TECHNOLOGY, INC.

Delaware (State of incorporation)		23-1722724 (I.R.S. Employer Identification Number)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes þ No o

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act). Yes o No þ

     The number of outstanding shares of the registrant’s Common Stock as of November 1, 2005 was 176,715,732.

 

 

QUARTERLY REPORT ON FORM 10-Q

						Page
						No.
		PART I. Financial Information
Item 1.		Financial Statements (unaudited)					3
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations					28
Item 3.		Quantitative and Qualitative Disclosures About Market Risk					36
Item 4.		Controls and Procedures					44
		PART II. Other Information
Item 1.		Legal Proceedings					44
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds					48
Item 3.		Defaults Upon Senior Securities					48
Item 4.		Submission of Matters to a Vote of Security Holders					48
Item 5.		Other Information					49
Item 6.		Exhibits					49
		Signatures
EX-10.1
EX-12.1
EX-31.1
EX-31.2
EX-32

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Net sales		$	549,641			$	490,843			$	1,456,457			$	1,448,025
Cost of sales			459,297				403,076				1,256,220				1,153,635
Gross profit			90,344				87,767				200,237				294,390
Operating expenses:
Selling, general and administrative			59,582				55,103				186,913				164,525
Research and development			8,870				8,664				27,694				27,541
Provision for legal settlements and contingencies (Note 12)			—				—				50,000				1,500
Total operating expenses			68,452				63,767				264,607				193,566
Operating income (loss)			21,892				24,000				(64,370	)			100,824
Other expense (income):
Interest expense, net			40,859				38,075				122,767				107,725
Foreign currency exchange loss			4,171				1,503				4,630				4,213
Other expense (income), net (Note 6)			394				(838	)			2,635				(24,582	)
Total other expense			45,424				38,740				130,032				87,356
Income (loss) before income taxes and minority interest			(23,532	)			(14,740	)			(194,402	)			13,468
Minority interest			1,250				(1,266	)			3,187				(1,621	)
Income (loss) before income taxes			(22,282	)			(16,006	)			(191,215	)			11,847
Provision (benefit) for income taxes			(2,865	)			6,328				(325	)			13,291
Net loss		$	(19,417	)		$	(22,334	)		$	(190,890	)		$	(1,444	)
Per share data:
Basic and diluted net loss per common share		$	(0.11	)		$	(0.13	)		$	(1.08	)		$	(0.01	)
Shares used in computing basic loss per common share			176,715				175,717				176,271				175,216
Shares used in computing diluted loss per common share			176,715				175,717				176,271				175,216

The accompanying notes are an integral part of these statements.

AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(unaudited)

		September 30,				December 31,
		2005				2004
Assets
Current assets:
Cash and cash equivalents		$	159,518			$	372,284
Accounts receivable:
Trade, net of allowance of $6,342 in 2005 and $5,074 in 2004			325,117				265,547
Other			6,336				3,948
Inventories, net (Note 3)			133,370				111,616
Other current assets			33,885				32,591
Total current assets			658,226				785,986
Property, plant and equipment, net (Note 4)			1,424,727				1,380,396
Goodwill (Note 5)			653,955				656,052
Intangibles, net (Note 5)			40,574				47,302
Investments (Note 6)			10,439				13,762
Other assets			48,139				81,870
Total assets		$	2,836,060			$	2,965,368
Liabilities and Stockholders’ Equity
Current liabilities:
Bank overdraft		$	—			$	102
Short-term borrowings and current portion of long-term debt (Note 9)			303,349				52,147
Trade accounts payable			287,745				211,706
Accrued expenses (Note 7)			130,979				175,075
Total current liabilities			722,073				439,030
Long-term debt (Note 9)			1,807,834				2,040,813
Other non-current liabilities			131,168				109,317
Total liabilities			2,661,075				2,589,160
Commitments and contingencies (Note 12)
Minority interest			3,223				6,679
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 issued and outstanding of 176,716 in 2005 and 175,718 in 2004			178				176
Additional paid-in capital			1,326,315				1,323,579
Accumulated deficit			(1,159,962	)			(969,072	)
Accumulated other comprehensive income			5,231				14,846
Total stockholders’ equity			171,762				369,529
Total liabilities and stockholders’ equity		$	2,836,060			$	2,965,368

The accompanying notes are an integral part of these statements.

AMKOR TECHNOLOGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

		For the Nine Months Ended
		September 30,
		2005				2004
Cash flows from operating activities:
Net loss		$	(190,890	)		$	(1,444	)
Depreciation and amortization			184,711				169,164
Other non-cash items			6,663				(6,198	)
Changes in assets and liabilities excluding effects of acquisitions			(3,777	)			70,685
Net cash (used in) provided by operating activities			(3,293	)			232,207
Cash flows from investing activities:
Payments for property, plant and equipment			(226,442	)			(406,229	)
Acquisition, net of cash acquired			—				(63,538	)
Proceeds from the sale of property, plant and equipment			530				7,023
Proceeds from the sale of investments			—				49,409
Proceeds from note receivable			—				18,627
Net cash used in investing activities			(225,912	)			(394,708	)
Cash flows from financing activities:
Net change in bank overdrafts			(102	)			4,115
Borrowings under a revolving credit facility			127,494				190,900
Payments under a revolving credit facility			(116,811	)			(189,907	)
Proceeds from the issuance of debt and capital leases			43,586				252,175
Payments for debt issuance costs			—				(4,059	)
Payments on long-term debt, including redemption premium payment in 2004			(38,036	)			(178,103	)
Proceeds from issuance of stock through stock compensation plans			2,738				6,394
Net cash provided by financing activities			18,869				81,515
Effect of exchange rate fluctuations on cash and cash equivalents			(2,430	)			(962	)
Net decrease in cash and cash equivalents			(212,766	)			(81,948	)
Cash and cash equivalents, beginning of period			372,284				313,259
Cash and cash equivalents, end of period		$	159,518			$	231,311
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest		$	124,825			$	96,210
Income taxes		$	(501	)		$	22,114

The accompanying notes are an integral part of these statements.

AMKOR TECHNOLOGY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Interim Financial Statements

     Basis of Presentation. The condensed consolidated financial statements and related disclosures as of September 30, 2005 and for the three and nine months ended September 2005 and 2004 are unaudited, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair presentation of the results for the interim periods. These financial statements should be read in conjunction with our latest annual report as of December 31, 2004 filed on Form 10-K/A with the Securities and Exchange Commission. The results of operations for the three and nine months ended September 30, 2005 are not necessarily indicative of the results to be expected for the full year. Certain previously reported amounts have been reclassified to conform to the current presentation.

     Use of Estimates. The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.”), using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments.

     Income Taxes. For the three and nine months ended September 30, 2005, our income tax benefit was ($2.9 million) and ($0.3 million), reflecting an effective tax rate of (12.2%) and (0.2%), respectively. For the three and nine months ended September 30, 2004, our income tax expense was $6.3 million and $13.3 million, reflecting an effective tax rate of 42.9% and 98.7%, respectively. Our effective tax rates for the three and nine months ended September 30, 2005 and 2004 differ significantly from the U.S. statutory tax rate of 35% primarily due to net operating losses in the U.S. and in certain foreign jurisdictions which we can not use to offset taxable income in other foreign jurisdictions. The tax benefit for the three and nine months ended September 30, 2005 is driven by a $2.4 million net tax benefit realized as a result of finalization of the Internal Revenue Service’s (“IRS”) audits of our U.S. federal income tax returns for the years 2000 and 2001 and lower forecasted taxes in Japan due principally to charges related to manufacturing overhead reductions. These benefits are partially offset by foreign withholding taxes and income taxes at our profitable foreign locations. Our tax expense for the three and nine months ended September 30, 2004 related primarily to foreign withholding taxes, income taxes at our profitable foreign locations, and a tax provision of $6.5 million recorded in connection with new guidance issued by tax authorities in the third quarter of 2004 relating to certain of our foreign operations.

     We operate in and file income tax returns in various U.S. and foreign jurisdictions which are subject to examination by tax authorities. Our tax returns have been examined by the applicable tax authorities through 1998 in the Philippines, through 2000 in Taiwan, through 2001 in the U.S., and through 2002 in Japan. The tax returns for open years in all jurisdictions in which we do business are subject to changes upon examination.

     During 2003, the IRS commenced an examination of our U.S. federal income tax returns relating to years 2000 and 2001. In September 2005, the Congressional Joint Committee on Taxation approved the settlement of our IRS examination of the years 2000 and 2001. As a component of the settlement, we agreed to make certain income adjustments to our U.S. federal income tax returns in the years 2000 through 2003 for local attribution of income resulting from inter-company transactions, including ownership and use of intellectual property, in various U.S. and foreign jurisdictions. The IRS’ adjustments for the years 2000 and 2001 lowered our U.S. net operating loss carry-forwards at December 31, 2004 by $29.2 million. As a result of the finalization of this IRS examination, we reduced our U.S. deferred tax assets by $25.0 million and our U.S. accrued income taxes by $27.4 million, resulting in a net tax benefit of $2.4 million during the three months ended September 30, 2005.

     During 2005, the IRS also commenced an examination of our U.S. federal income tax returns relating to years 2002 and 2003. The IRS is performing a limited scope examination, primarily reviewing inter-company transfer pricing and cost-

sharing issues carried over from the 2000 and 2001 examination cycle. There will be no impact to our consolidated statements of operations as a result of decreasing our U.S. net operating loss carry-forwards as we carry a full valuation allowance against our deferred tax assets.

     Our estimated tax liability is subject to change as examinations of specific tax years are completed in the respective jurisdictions. We believe that any additional taxes or related interest over the amounts accrued will not have a material adverse effect on our financial condition or results of operations or cash flows. Additionally, we do not expect that examinations to be completed in the near term would have a material favorable impact. Changes in the mix of income from our foreign subsidiaries, expiration of tax holidays and changes in tax laws or regulations could result in increased effective tax rates in the future.

     Recent Accounting Pronouncements. In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154, “Accounting Changes and Error Corrections”. SFAS No. 154 replaces Accounting Principles Board (“APB”) No. 20, “Accounting Changes” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements” and establishes retrospective application as the required method for reporting a change in accounting principle. SFAS No. 154 provides guidance for determining whether retrospective application of a change in accounting principle is impracticable and for reporting a change when retrospective application is impracticable. The reporting of a correction of an error by restating previously issued financial statements is also addressed. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not anticipate that the adoption of SFAS No. 154 will have a material impact on our consolidated balance sheet, statements of operations or shareholders’ equity.

     In March 2005, the FASB issued FASB Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations” (“FIN 47”), which is an interpretation of SFAS No. 143, “Accounting for Asset Retirement Obligations.” FIN 47 clarifies terminology within SFAS No. 143 and requires an entity to recognize a liability for the fair value of a conditional asset retirement obligation when incurred if the liability’s fair value can be reasonably estimated. FIN 47 is effective for fiscal years ending after December 15, 2005. We do not anticipate that the adoption of FIN 47 will have a material impact on our consolidated balance sheet, statements of operations or shareholders’ equity.

     In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment. SFAS No. 123R is a revision of SFAS No. 123, Accounting for Stock Based Compensation and supersedes APB No. 25. Among other items, SFAS No. 123R eliminates the use of APB No. 25 and the intrinsic value method of accounting and requires companies to recognize the cost of employee services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements. On April 14, 2005, the Securities and Exchange Commission amended the effective date of SFAS No. 123R to January 1, 2006 for calendar year companies. We intend to adopt this statement on the new effective date and have not yet determined the method of adoption.

     We currently utilize a standard option pricing model (Black-Scholes) to measure the fair value of stock options granted to employees. While SFAS No. 123R permits entities to continue to use such a model, the standard also permits the use of a “lattice” model. We have not yet determined which model we will use to measure the fair value of employee stock options upon the adoption of SFAS No. 123R.

     SFAS No. 123R also requires the benefits associated with the tax deductions in excess of recognized compensation cost be reported as a financing cash flow, rather than as an operating cash flow as required under current literature. This requirement will reduce net operating cash flows and increase net financing cash flows in periods after the effective date. These future amounts cannot be estimated because they depend on when the employees exercise stock options, among other things.

     We are currently reviewing the effect SFAS No. 123R will have on our financial statements; however, we believe the impact to our net income (loss) may be material and will be determined by the number of options that we grant in the future. In August 2004 we accelerated the vesting of all outstanding employee stock options, thereby eliminating charges to our future statements of operations related to these stock options. We undertook the acceleration to enhance employee morale and to help retain high-potential individuals in the face of a downturn in our industry conditions.

     Stock Compensation. We apply APB No. 25, Accounting for Stock Issued to Employees, and related Interpretations, to our stock option plans. No compensation expense has been recognized for our employee stock options that have been

granted. If compensation costs for our stock option plans had been determined using the fair value method of accounting as set forth in SFAS No. 123, Accounting for Stock-Based Compensation, our reported net loss and per share amounts would have been increased. The following table illustrates the effect on net loss and per share amounts if the fair value based method had been applied to all outstanding and unvested awards in each period.

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
		(In thousands, except per share data)
Net loss:
Net loss, as reported		$	(19,417	)		$	(22,334	)		$	(190,890	)		$	(1,444	)
Deduct: Total stock-based employee compensation determined under fair value based method, net of tax			(1,181	)			(47,280	)			(2,266	)			(62,737	)
Pro forma net loss		$	(20,598	)		$	(69,614	)		$	(193,156	)		$	(64,181	)
Loss per share:
Basic and diluted:
As reported		$	(0.11	)		$	(0.13	)		$	(1.08	)		$	(0.01	)
Pro forma		$	(0.12	)		$	(0.40	)		$	(1.10	)		$	(0.37	)

     In order to calculate the fair value of stock options at date of grant, we used the Black-Scholes option pricing model. The following assumptions were used to calculate weighted average fair values of the options granted:

		For the Three and Nine Months Ended September 30,
		2005				2004
Expected life (in years)			4				4
Risk-free interest rate			4.1	%			3.2	%
Volatility			86.9	%			97.0	%
Dividend yield			—				—

2. Comprehensive Loss

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
		(In thousands)
Net loss		$	(19,417	)		$	(22,334	)		$	(190,890	)		$	(1,444	)
Unrealized loss on investments, net of tax			(662	)			(2,302	)			(3,319	)			(11,741	)
Adjustment for losses included in net loss			672				—				2,999				—
Foreign currency translation gain (loss), net of tax			(7,901	)			(338	)			(9,295	)			778
Total comprehensive loss		$	(27,308	)		$	(24,974	)		$	(200,505	)		$	(12,407	)

3. Inventories

     Inventories consist of the following:

		September 30,				December 31,
		2005				2004
		(In thousands)
Raw materials and purchased components		$	124,652			$	114,808
Work-in-process			32,116				21,150
Finished goods			653				960
			157,421				136,918
Inventory reserve			(24,051	)			(25,302	)
		$	133,370			$	111,616

4. Property, Plant and Equipment

     Property, plant and equipment consist of the following :

		September 30,				December 31,
		2005				2004
		(In thousands)
Land		$	111,361			$	112,009
Land use rights			19,945				19,945
Buildings and improvements			651,444				633,528
Machinery and equipment			2,091,906				1,953,392
Furniture, fixtures and other equipment			166,214				165,446
Construction in progress			107,389				102,952
			3,148,259				2,987,272
Less: Accumulated depreciation and amortization			(1,723,532	)			(1,606,876	)
		$	1,424,727			$	1,380,396

The following table reconciles our payments for property, plant and equipment as presented on the condensed consolidated statements of cash flows to property, plant and equipment additions as reflected in the balance sheets:

		For the Nine Months Ended
		September 30,
		2005				2004
		(In thousands)
Payments for property, plant and equipment		$	226,442			$	406,229
Increase (decrease) in property, plant and equipment accounts payable and accrued liabilities, net			7,243				(38,151	)
Property, plant and equipment additions		$	233,685			$	368,078

5. Goodwill and Intangibles

     The change in the carrying value of goodwill is as follows:

		(In thousands)
Balance as of December 31, 2004		$	656,052
Translation adjustments			(2,097	)
Balance as of September 30, 2005		$	653,955

     Intangibles as of September 30, 2005 consist of the following:

						Accumulated
		Gross				Amortization				Net
						(In thousands)
Patents and technology rights		$	73,357			$	(39,757	)		$	33,600
Customer relationship and supply agreement			8,858				(1,884	)			6,974
		$	82,215			$	(41,641	)		$	40,574

     Intangibles as of December 31, 2004 consist of the following:

						Accumulated
		Gross				Amortization				Net
						(In thousands)
Patents and technology rights		$	72,973			$	(33,595	)		$	39,378
Customer relationship and supply agreement			8,858				(934	)			7,924
		$	81,831			$	(34,529	)		$	47,302

     Amortization expense was $2.4 million and $1.8 million for the three months ended September 30, 2005 and 2004, respectively. Amortization expense was $7.1 million and $4.8 million for the nine months ended September 30, 2005 and 2004, respectively.

     Based on the amortizing assets recognized in our balance sheet at September 30, 2005, amortization expense for each of the next five fiscal years is estimated as follows:

		(In thousands)
2005 (remaining)		$	2,354
2006			9,458
2007			9,455
2008			9,455
2009			4,548

6. Investments

     Investments consist of the following:

		September 30,				December 31,
		2005				2004
		(In thousands)
Marketable securities classified as available for sale:
DongbuAnam Semiconductor, Inc. (ownership of 2% at September 30, 2005 and December 31, 2004)		$	9,615			$	12,940
Other marketable securities classified as available for sale			727				722
Total marketable securities			10,342				13,662
Other investments			97				100
		$	10,439			$	13,762

     During the second quarter and third quarter of 2005 we recorded an impairment of $2.3 million and $0.7 million, respectively, associated with our investment in DongbuAnam Semiconductor Inc., formerly Anam Semiconductor, Inc. (“ASI”), as the decline in value of this investment was considered to be other than temporary.

     We currently expect to record, in the fourth quarter, an additional impairment in our equity investment in ASI in connection with the decline in ASI’s market value subsequent to September 30, 2005 following ASI’s announced proposal to restructure its capitalization. At the end of the fourth quarter we will make a final determination as to the extent of this impairment.

     During the second quarter of 2004, we sold 10.1 million shares of ASI common stock for approximately $49.7 million, or $4.91 per share. The pre-tax gain related to this transaction was $21.6 million, net of $0.3 million of transaction costs.

7. Accrued Expenses

     Accrued expenses consist of the following:

		September 30,				December 31,
		2005				2004
		(In thousands)
Accrued income taxes		$	12,993			$	35,387
Accrued payroll			28,727				25,648
Accrued interest			33,214				34,547
Other accrued expenses			56,045				79,493
		$	130,979			$	175,075

8. Restructuring

     During the third quarter of 2004, we commenced efforts to relocate certain corporate functions from our West Chester, Pennsylvania location to our Chandler, Arizona location. In connection with these efforts, we recorded $1.2 million in severance and related costs. Of this $1.2 million, we recorded a charge of $0.9 million to selling, general and administrative expenses during 2004, and we charged the remaining $0.3 million to selling, general and administrative expenses during the first quarter of 2005. During the nine months ended September 30, 2005, we paid out $1.2 million in severance benefits.

     During the third quarter of 2005, we terminated the operations of Semisys, a Korean-based subsidiary which produced molds and other equipment used in semiconductor packaging. We recorded a charge of $3.5 million related to this shut-down, of which $3.0 million impacted gross margin and $0.5 million was recorded in selling, general and administrative expenses. The charges were related to the write-down of assets and the accrual of shut-down costs and severance benefits in excess of the severance plan descried in Footnote 10, Pension and Severance Plans. All severance benefits were paid in October 2005.

     Also during the third quarter of 2005, we seconded (temporarily assigned) excess manufacturing labor force at our Japanese subsidiary to one of our customers. This resulted in a charge of $3.8 million, with $3.4 million charged to cost of goods sold and the remaining $0.4 million charged to selling, general and administrative expenses. The charge represents wage and benefit costs in excess of the reimbursement from the customer.

9. Debt

     The major components of debt consist of the following:

		September 30,				December 31,
		2005				2004
		(In thousands)
Senior secured credit facilities:
$30.0 million revolving line of credit, LIBOR plus 3.5% due June 2007		$	—			$	—
Second Lien Term loan, LIBOR plus 4.5% due October 2010			300,000				300,000
9.25% Senior notes due February 2008			470,500				470,500
7.75% Senior notes due May 2013			425,000				425,000
7.125% Senior notes due March 2011			248,606				248,454
10.5% Senior subordinated notes due May 2009			200,000				200,000
5.75% Convertible subordinated notes due June 2006, convertible at $35.00 per share			233,000				233,000
5% Convertible subordinated notes due March 2007, convertible at $57.34 per share			146,422				146,422
Notes payable			—				15,675
Other debt			87,655				53,909
			2,111,183				2,092,960
Less: Short-term borrowings and current portion of long-term debt			(303,349	)			(52,147	)
		$	1,807,834			$	2,040,813

     We have a significant amount of indebtedness and expect this will continue for the foreseeable future. Our indebtedness requires us to dedicate a substantial portion of our cash flow from operations to service debt and interest payments.

     On October 23, 2005, our board of directors authorized management to proceed with several financing initiatives:

	•		We are working to place $100.0 million of convertible subordinated notes entirely subscribed by Amkor’s chairman and chief executive officer, Mr. James J. Kim, on terms to be approved by a majority of the independent members of the board of directors, and subject to a fairness opinion by a recognized investment banking firm. The entire proceeds will be used to purchase a portion of our 5.75% Convertible Subordinated Notes due June 1, 2006 (“2006 Convertible Subordinated Notes”).
	•		We are in negotiations to replace our existing $30.0 million revolving credit facility with a $100.0 million first-lien revolving lending facility. The new revolver would be contingent upon completion of the private financing with Mr. James J. Kim and would be available, if needed, to retire our 2006 Convertible Subordinated Notes at maturity.
	•		We are in negotiations to raise approximately $100 million in Asia to support our operating cash requirements, including capital expenditures, in that region. During the third quarter, we received NT$1.0 billion (approximately $31.0 million), included in Other Debt in the table above, from an interim financing with a group of Taiwanese banks in connection with the syndication of a NT$1.8 billion (approximately $53.0 million) secured term loan. The syndication should be completed by early December, at which point the interim financing would be repaid.

     Our 2006 Convertible Subordinated Notes mature on June 1, 2006 at which time we will be required to repay the principal amount. Assuming we are able to successfully complete the financing initiatives described above that would partially be used to repay the 2006 Convertible Subordinated Notes, we believe that our existing cash balances, available credit lines, cash flow from operations and available equipment lease financing will be sufficient to fund our debt service, working capital and equipment purchases over the next twelve months.

     If we are not able to complete the contemplated financing transactions, we cannot assure you that funds to repay or refinance the 2006 Convertible Subordinated Notes or our other outstanding debt will be available when we need it or, if available, that it will be available on satisfactory terms. In addition, the terms of the senior notes and senior subordinated notes significantly reduce our ability to incur additional debt. Failure to obtain any such required additional financing could have a material adverse effect on us. In May, August, and November 2005 our liquidity and debt ratings were lowered reflecting heightened liquidity concerns and weak operating results. In addition, the sufficiency of our available cash is dependent on our business performing in line with our current expectations. The performance of our business is dependent on many factors and subject to risks and uncertainties as discussed under Risk Factors that May Affect Future Operating Performance (see Part I, Item 3. – Quantitative and Qualitative Disclosures about Market Risk).

     On April 22, 2003, we entered into a $200.0 million senior secured credit facility consisting of a $170.0 million term loan maturing January 31, 2006 (the “2006 Term Loan”) and a $30.0 million revolving line of credit that was available through October 2005. The funds available under this credit facility were used to repay a $96.9 million term loan previously outstanding and for general corporate purposes. In March 2004, with the proceeds from our 7.125% senior notes (discussed further below), we satisfied in full the 2006 Term Loan, which carried a balance of $168.7 million. In connection with the satisfaction of the 2006 Term Loan, we recorded charges during the first quarter of 2004 of $1.7 million for the associated premiums paid and $1.0 million for the write-off of associated unamortized deferred debt issuance costs.

     In June 2004, we entered into a new $30.0 million senior secured revolving credit facility (the “Facility”). The Facility, which is available through June 2007, replaced our prior $30.0 million secured revolving line of credit which was scheduled to mature on October 31, 2005. At September 30, 2005, there was $29.7 million available under this Facility. As of September 30, 2005, we have outstanding $0.3 million of standby letters of credit. Such standby letters of credit are used in our ordinary course of business and are collateralized by our cash balances. This facility will be replaced with a $100.0 million revolving lending facility described above if we complete the contemplated transactions.

     In October 2004, we entered into a $300.0 million senior secured second lien term loan credit facility with a group of institutional lenders. The term loan bears interest at a rate of LIBOR plus 450 basis points and matures in October 2010. The net proceeds of $288.8 million from the term loan were used for working capital and general corporate purposes.

     In March 2004, we sold $250.0 million of 7.125% senior notes due March 2011. The notes were priced at 99.321% of the $250.0 million face value, yielding an effective interest rate of 7.25%. We sold these notes in a private placement and the notes were resold to qualified institutional investors. We used the net proceeds of the issuance to satisfy in full our outstanding term loan due 2006 of $168.7 million and used the remainder of the proceeds for general corporate purposes, including working capital and capital expenditures. The notes have a coupon rate of 7.125% annually and interest payments are due semi-annually. In connection with the offering of these notes, we entered into a registration rights agreement with the purchasers. The registration rights agreement entitled the purchasers, within 210 days from the original issuance, to exchange their notes for registered notes with substantially identical terms as the original notes. We filed a registration statement with the Securities and Exchange Commission for the exchange of the notes, and the exchange was completed in July 2004.

     At September 30, 2005 we were in compliance with all debt covenants contained in our loan agreements and have met all debt payment obligations.

     At September 30, 2005 our other debt primarily relates to the debt of our foreign subsidiaries in the amount of $82.8 million. The significant components of other debt include term debt, a bridge loan and revolving lines of credit which are on par with our senior unsubordinated debt. During the third quarter, we received NT$1.0 billion (approximately $31.0 million) from an interim financing with a group of Taiwanese banks in connection with the syndication of a NT$1.8 billion (approximately $53.0 million) secured term loan. The syndication should be completed by early December, at which point the interim financing would be repaid. Our Taiwanese subsidiaries have various amounts of term debt maturing between 2007 and 2010. These debt instruments do not include significant financial covenants. During the second quarter of 2005 one of our Taiwanese subsidiaries entered into a one year revolving line of credit agreement for borrowings up to approximately $1.9 million and a new term debt agreement in the amount of $12.7 million which was used to refinance existing term debt. The term loan is due in the fourth quarter of 2010 and is collateralized by real property and capital equipment. The term loan requires monthly interest payments and 10 equal semi-annual payments of principal starting in May 2006. The interest rate on the term loan is 1.2% over the Primary Market Commercial Paper fixed rate as defined by the terms of the agreement. As of November 1, 2005 the interest rate was 2.8%.

     One of our Japanese subsidiaries utilizes revolving lines of credit for working capital purposes and term debt for equipment financing. These revolving lines of credit are due in the fourth quarter of 2005 and the first quarter of 2006 and we expect to extend the agreement, repay or refinance the amount owed. As of September 30, 2005 there was $24.7 million outstanding under the revolving line of credit.

     In September 2005 our Philippine subsidiary entered into a one year revolving line of credit for general working capital purposes. The revolving line of credit is due in the third quarter of 2006 and we expect to extend the agreement, repay or refinance the amount owed. As of September 30, 2005 there was $5.3 million outstanding under the revolving line of credit.

10. Pension and Severance Plans

     Our Philippine, Taiwanese and Japanese subsidiaries sponsor defined benefit plans that cover substantially all of their respective employees who are not covered by statutory plans. Charges to expense are based upon costs computed by independent actuaries. The components of net periodic pension cost for these defined benefit plans are as follows:

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
		(In thousands)
Service cost		$	1,934			$	1,143			$	5,041			$	3,436
Interest cost on projected benefit obligation			566				418				1,617				1,253
Expected return on plan assets			(362	)			166				(999	)			638
Amortization of transition obligation			41				26				119				77
Recognized gain (loss)			12				(407	)			36				(1,361	)
Total pension expense		$	2,191			$	1,346			$	5,814			$	4,043

     For the three and nine months ended September 30, 2005, $0.3 million and $0.8 million, respectively, was contributed to fund the pension plans. We presently anticipate contributing $4.4 million in 2005 to fund the pension plans.

     Our Korean subsidiary participates in an accrued severance plan that covers employees and directors with one year or more of service. Eligible plan participants are entitled to receive a lump-sum payment upon termination of their employment, based on their length of service and rate of pay at the time of termination. Accrued severance benefits are estimated assuming all eligible employees were to terminate their employment at the balance sheet date. The contributions to the national pension fund made under the National Pension Plan of the Republic of Korea are deducted from accrued severance benefit liabilities. For the three months ended September 30, 2005 and 2004, the provision recorded for severance benefits was $5.9 million and $5.6 million, respectively. For the nine months ended September 30, 2005 and 2004, the provision recorded for severance benefits was $19.6 million and $15.3 million, respectively. The balance recorded in long-term liabilities for accrued severance was $110.6 million and $92.0 million at September 30, 2005 and December 31, 2004, respectively. During September 2005, the $1.3 million of severance benefits due to Semisys employees was reclassified to accounts payable. This amount was paid in October 2005.

11. Earnings Per Share

     SFAS No. 128, “Earnings Per Share,” requires dual presentation of basic and diluted earnings per share on the face of the income statement. Basic EPS is computed using only the weighted average number of common shares outstanding for the period, while diluted EPS is computed assuming conversion of all dilutive securities, such as options, convertible debt and warrants. For the three and nine months ended September 30, 2005, we excluded from the computation of diluted earnings per share 17.1 million and 9.2 million of outstanding options and convertible notes for common stock, respectively, potentially dilutive securities which would have an antidilutive effect on EPS due to our net loss for the periods. For the three and nine months ended September 30, 2004, we excluded from the computation of diluted earnings per share 15.8 million and 9.2 million of outstanding options and convertible notes for common stock, respectively, potentially dilutive securities which would have an antidilutive effect on EPS.

		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
		(In thousands)
Weighted average common shares			176,715				175,717				176,271				175,216
Effect of dilutive stock options			—				—				—				—
Weighted average shares applicable to diluted earnings per share			176,715				175,717				176,271				175,216

12. Indemnifications, Guarantees and Contingencies

Indemnifications and Guarantees

     We have indemnified members of our board of directors and our corporate officers against any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that the indemnitee is or was a director or officer of the company. These officers and directors are indemnified, to the fullest extent permitted by law, against related expenses, judgments, fines and any amounts paid in settlement. We also maintain Directors and Officers insurance coverage in order to mitigate our exposure to these indemnification obligations. The maximum amount of future payments is generally unlimited. Due to the nature of this indemnification, it is not possible to make a reasonable estimate of the maximum potential loss or range of loss. No assets are held as collateral and no specific recourse provisions exist related to this indemnification.

     We generally provide a standard ninety-day warranty on our services. Our warranty activity has historically been immaterial and is expected to continue to be immaterial in the foreseeable future.

Litigation

     We are currently a party to various legal proceedings, including those noted below. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact on our net results in the period in which the ruling occurs. The estimate of the potential impact from the following legal proceedings on our financial position or overall results of operations could change in the future. Attorney fees related to legal matters are expensed as incurred.

Epoxy Mold Compound Litigation

     We have become party to an increased number of litigation matters relative to our historic levels. Much of our recent litigation relates to an allegedly defective epoxy mold compound, formerly used in some of our packaging services, which is alleged to be responsible for certain semiconductor chip failures. In the case of the pending matter, we believe we have meritorious defenses, as well as valid third-party claims against Sumitomo Bakelite Co., Ltd. (“Sumitomo Bakelite”), the manufacturer of the challenged epoxy product, should the epoxy mold compound be found to be defective. We cannot be certain, however, that we will be able to recover any amount from Sumitomo Bakelite if we are held liable in this matter, or that any adverse result would not have a material impact upon us. Moreover, other customers of ours have made inquiries about the epoxy mold compound, which was widely used in the semiconductor industry, and no assurance can be given that claims similar to those already asserted will not be made against us by other customers in the future.

Resolved Epoxy Mold Compound Litigation

          Fujitsu Limited v. Cirrus Logic, Inc., et al.

     On April 16, 2002, we were served with a third-party complaint in an action entitled Fujitsu Limited v. Cirrus Logic, Inc., in the United States District Court for the Northern District of California, San Jose Division. Subsequently, substantially the same case was filed in the Superior Court of California, Santa Clara County, and the United States District Court case was stayed. In this action, Fujitsu Limited (“Fujitsu”) alleged that semiconductor devices it purchased from Cirrus Logic, Inc. (“Cirrus Logic”) were defective in that a certain epoxy mold compound manufactured by Sumitomo Bakelite and Sumitomo Plastics America, Inc. (“Sumitomo Plastics” and collectively with Sumitomo Bakelite, the “Sumitomo Bakelite Parties”) and used by us in the manufacture of the chip caused a short circuit which rendered Fujitsu disk drive products inoperable. Cirrus Logic, in response, denied the allegations of the complaint, cross-complained against Fujitsu for unpaid invoices, and filed its cross-complaint against us alleging that any liability for chip defects should be assigned to us because we assembled the subject semiconductor devices. We filed a cross-complaint against Sumitomo Bakelite asserting claims for breach of warranties and indemnification.

     On April 18 and 19, 2005, we participated in a private mediation with all parties involved. As a result of the mediation, on April 28, 2005 an agreement was reached among Fujitsu, Cirrus Logic, the Sumitomo Bakelite Parties and ourselves to settle this litigation and the parties entered the agreement into the record in Superior Court; thereafter, the parties memorialized and executed their settlement agreement in written form. Pursuant to the settlement agreement, we paid $40.0 million to Fujitsu in consideration of a release from and dismissal of all claims related to this litigation. We also agreed to dismiss our claims against Sumitomo Bakelite as part of the parties’ settlement agreement. The $40.0 million is reflected as part of the provision for legal settlements and contingencies in our Statement of Operations for the nine months ended September 30, 2005. The $40.0 million was paid during the second quarter of 2005.

     Seagate Technology LLC v. Atmel Corporation, et al.

     In March 2003, we were served with a cross-complaint in an action between Seagate Technology LLC and Seagate Technology International (“Seagate”) and Atmel Corporation and Atmel Sarl (“Atmel”) in the Superior Court of California, Santa Clara County. Atmel’s cross-complaint seeks indemnification from us for any damages incurred from the claims by Seagate involving the allegedly defective epoxy mold compound manufactured by Sumitomo Bakelite. We answered Atmel’s cross-complaint, denying all liability, and filed a cross-complaint against Sumitomo Bakelite seeking indemnification. Atmel later amended its cross-complaint to include claims for negligence and negligent misrepresentation against us and added ChipPAC Inc. (“ChipPAC”) and Sumitomo Bakelite as cross-defendants. ChipPAC filed a cross-complaint against Sumitomo Bakelite and us.

     On April 14, 2005 an agreement was reached among Seagate, Atmel, ChipPAC, Sumitomo Bakelite and ourselves to settle this litigation. We agreed to pay $5.0 million to Seagate in consideration of a release from and dismissal of all claims related to this litigation. We also agreed to dismiss our claims against Sumitomo Bakelite as part of the parties’ settlement agreement. The $5.0 million is reflected as part of the provision for legal settlements and contingencies in our Statement of Operations for the nine months ended September 30, 2005. The $5.0 million was paid during the second quarter of 2005.

     Fairchild Semiconductor Corporation v. Sumitomo Bakelite Singapore Pte. Ltd., et al.

     In September 2003, we were served with an amended complaint filed by Fairchild Semiconductor Corporation (“Fairchild”) against us, the Sumitomo Bakelite Parties and Sumitomo Bakelite Singapore Pte. Ltd. (collectively with the Sumitomo Bakelite Parties, the “Sumitomo Bakelite Defendants”) in the Superior Court of California, Santa Clara County. The amended complaint seeks damages related to our use of Sumitomo Bakelite’s epoxy mold compound in assembling Fairchild’s semiconductor packages. We answered Fairchild’s amended complaint, denying all liability, and filed a cross-complaint against Sumitomo Bakelite seeking indemnification.

     In August 2005, we reached an agreement with Fairchild and the Sumitomo Bakelite Defendants to settle all claims involving us in this litigation. We agreed to pay $3.0 million to Fairchild and release our claims against Sumitomo Bakelite in consideration of a release from and dismissal of all claims against us. The $3.0 million is reflected as part of the provision for legal settlements and contingencies in our Statement of Operations for the nine months ended September 30, 2005. The $3.0 million was paid during the third quarter of 2005.

     Maxtor Corporation v. Koninklijke Philips Electronics N.V., et al.

     In April 2003, we were served with a cross-complaint in an action between Maxtor Corporation (“Maxtor”) and Koninklijke Philips Electronics (“Philips”) in the Superior Court of California, Santa Clara County. Philips’ cross-complaint sought indemnification from us for any damages incurred from the claims by Maxtor involving the allegedly defective epoxy mold compound manufactured by Sumitomo Bakelite. Philips subsequently filed a cross-complaint directly against the Sumitomo Bakelite Parties, alleging, among other things, that the Sumitomo Bakelite Parties breached their contractual obligations to both us and Philips by supplying a defective mold compound resulting in the failure of certain Philips semiconductor devices. We denied all liability in this matter and also asserted a cross-complaint against Sumitomo Bakelite. The Sumitomo Bakelite Parties denied any liability. Maxtor and Philips reached a settlement of Maxtor’s claims against Philips on or about April 28, 2004 in which, reportedly, Philips agreed to pay Maxtor $24.8 million. On October 15, 2004, we and Sumitomo Bakelite reached a settlement agreement whereby Sumitomo Bakelite agreed to indemnify us for any damages awarded to Philips in excess of $3.5 million. In exchange, we dismissed our cross-claims against Sumitomo Bakelite. Trial of this matter before a jury began on October 18, 2004 and closing arguments were heard on November 29, 2004. On December 1, 2004, the Court and the jury rendered verdicts in our favor related to all of Philips’ claims against us. By those verdicts, we were exonerated of all alleged liability. The jury’s verdict further determined the Sumitomo Bakelite Parties’ share of liability to be 57% and Philips’ share to be 43%. Philips has agreed not to appeal the judgment in our favor in return for our agreement not to seek costs of suit from Philips.

     We recorded a charge of $1.5 million related to the above matter during the three months ended March 31, 2004. However, in response to the December 1, 2004 verdict, we reversed this charge during the three months ended December 31, 2004.

Pending Epoxy Mold Compound Litigation

     While the ultimate outcome is uncertain, as a result of the previously discussed epoxy mold compound litigation settlements, we have established a loss accrual related to the following pending claim. This amount is reflected as part of the provision for legal settlements and contingencies in our Statement of Operations for the nine months ended September 30, 2005.

     Maxim Integrated Products, Inc. v. Amkor Technology, Inc., et al.

     In August 2003, we were served with a complaint filed by Maxim Integrated Products, Inc. (“Maxim”) against us and the Sumitomo Bakelite Parties in the Superior Court of California, Santa Clara County. The complaint seeks damages related to

our use of Sumitomo Bakelite’s epoxy mold compound in assembling Maxim’s semiconductor packages. We have asserted cross-claims against Sumitomo Bakelite for indemnification. Written discovery is ongoing, with depositions and expert discovery to follow. The Court has set a trial date of April 24, 2006. We have denied all liability. We intend to defend ourselves vigorously, pursue our cross-claims against Sumitomo Bakelite and seek judgment in our favor.

Other Litigation

     Amkor Technology, Inc. v. Motorola, Inc.

     In August 2002, we filed a complaint against Motorola, Inc. (“Motorola”) seeking declaratory judgment relating to a controversy between us and Motorola concerning: (i) the assignment by Citizen Watch Co., Ltd. (“Citizen”) to us of a Patent License Agreement dated January 25, 1996 between Motorola and Citizen (the “License Agreement”) and concurrent assignment by Citizen to us of Citizen’s interest in U.S. Patents 5,241,133 and 5,216,278 (the “‘133 and ‘278 patents”) which patents relate to BGA packages; and (ii) our obligation to make certain payments pursuant to an immunity agreement (the “Immunity Agreement”) dated June 30, 1993 between us and Motorola, pending in the Superior Court of the State of Delaware in and for New Castle County.

     We and Motorola resolved the controversy with respect to all issues relating to the Immunity Agreement, and all claims and counterclaims filed by the parties in the case relating to the Immunity Agreement were dismissed or otherwise disposed of without further litigation. The claims relating to the License Agreement and the ‘133 and ‘278 Patents remained pending.

     We and Motorola both filed motions for summary judgment on the remaining claims, and oral arguments were heard in September 2003. On October 6, 2003, the Superior Court of Delaware ruled in favor of us and issued an Opinion and Order granting our motion for summary judgment and denying Motorola’s motion for summary judgment. Motorola filed an appeal in the Supreme Court of Delaware. In May 2004, the Supreme Court reversed the Superior Court’s decision, and remanded for further development of the factual record. A trial date has been set for December 5, 2005. We believe it is likely that we will prevail on the merits at the Superior Court level. In addition, should Motorola prevail, we believe we will have recourse in the Delaware Supreme Court.

     Citizen Watch Co. Ltd. v. Amkor Technology, Inc.

     We entered into an Intellectual Property Assignment Agreement (“IPAA”) with Citizen with an effective date of March 28, 2002, pursuant to which Citizen assigned to us (i) its rights under the License Agreement and (ii) Citizen’s interest in the ‘133 and ‘278 patents. The parties entered into the IPAA in conjunction with having entered into a Master Purchase Agreement under which we purchased substantially all of the assets of a division of Citizen in April 2002. The IPAA provided for a deferred payment of 1.4 billion yen (the “Deferred Payment”). Subsequent to that transaction, Motorola challenged the validity of Citizen’s assignment of its rights under the License Agreement to us, which resulted in our litigation with Motorola, Inc., which is described above (the “Motorola case”). Pending resolution of the Motorola case, and in accordance with the terms of the IPAA, we were withholding final payment of the Deferred Payment ($12.6 million based on the spot exchange rate at September 30, 2005).

     In March 2004, Citizen submitted a Demand for Arbitration in the International Chamber of Commerce (“ICC”), claiming breach of our obligation to make the Deferred Payment. We contended that we were rightfully withholding payment of the Deferred Payment in accordance with the terms of the IPAA.

     The arbitration hearing before the ICC on this matter was held in May 2005. In September 2005, the ICC ruled in favor of Citizen, and as a result we were required to pay Citizen the Deferred Payment, plus interest of approximately $300,000. We made payment to Citizen on September 30, 2005. The Deferred Payment was accrued as part of the purchase accounting.

     Alcatel Business Systems v. Amkor Technology, Inc., Anam Semiconductor, Inc.

     On November 5, 1999, we agreed to sell certain semiconductor parts to Alcatel Microelectronics, N.V. (“AME”), a subsidiary of Alcatel S.A. The parts were manufactured for us by Anam Semiconductor, Inc. (“ASI”) and delivered to AME.

AME transferred the parts to another Alcatel subsidiary, Alcatel Business Systems (“ABS”), which incorporated the parts into cellular phone products. In early 2001, a dispute arose as to whether the parts sold by us were defective. On March 18, 2002, ABS and its insurer filed suit against us and ASI in the Paris Commercial Court of France, claiming damages of approximately 50.4 million Euros (approximately $60.8 million based on the spot exchange rate at September 30, 2005). We have denied all liability and intend to vigorously defend ourselves and have not established a loss accrual associated with this claim. Additionally, we have entered into a written agreement with ASI whereby ASI has agreed to indemnify us fully against any and all loss related to the claims of AME, ABS and ABS’ insurer. The Paris Commercial Court commenced a special proceeding before a technical expert to report on the facts of the dispute. The report of the court-appointed expert was put forth on December 31, 2003. The report does not specifically allocate liability to any particular party. On May 18, 2004, the Paris Commercial Court of France declared that it did not have jurisdiction over the matter. The Court of Appeal of Paris heard the appeal regarding jurisdiction during October 2004, confirmed the first tier ruling and dismissed the appeal on November 3, 2004. A motion was recently filed by ABS and its insurer before the French Supreme Court to challenge the lack of jurisdiction ruling and a brief was filed by ABS and its insurer in June 2005. We filed a response brief before the French Supreme Court in August 2005.

     In response to the French lawsuit, on May 22, 2002, we filed a petition to compel arbitration in the United States District Court for the Eastern District of Pennsylvania against ABS, AME and ABS’ insurer, claiming that the dispute is subject to the arbitration clause of the November 5, 1999 agreement between us and AME. ABS and ABS’ insurer have refused to arbitrate and continue to challenge the lack of jurisdiction ruling.

     Amkor Technology, Inc. v. Carsem (M) Sdn Bhd, Carsem Semiconductor Sdn Bhd, and Carsem Inc.

     In November 2003, we filed complaints against Carsem (M) Sdn Bhd, Carsem Semiconductor Sdn Bhd, and Carsem Inc. (collectively “Carsem”) with the International Trade Commission (“ITC”) in Washington, D.C. and subsequently in the Northern District of California. The complaints allege infringement of our United States Patent Nos. 6,433,277, 6,455,356, and 6,630,728 (collectively the “Amkor Patents”). We allege that by making, using, selling, offering for sale, or importing into the U.S. the Carsem Dual and Quad Flat No-Lead Package, Carsem has infringed on one or more of our MicroLeadFrame® packaging technology claims in the Amkor Patents. The District Court action had been stayed pending resolution of the ITC case. The ITC Administrative Law Judge (“ALJ”) conducted an evidentiary hearing during July and August of 2004 in Washington D.C. and issued an initial determination that Carsem infringed some of our patent claims relating to our MicroLeadFrame® package technology, that some of our 21 asserted patent claims are valid, and that all of our asserted patent claims are enforceable. However, the ALJ did not find a statutory violation of the Tariff Act. We filed a petition in November 2004 to have the ALJ’s ruling reviewed by the full International Trade Commission. The ITC has ordered a new claims construction related to various disputed claim terms and has remanded the case to the ALJ for further proceedings. The ITC has subsequently authorized the ALJ to reopen the record on certain discovery issues related to third party conception documents. The ITC has ordered the ALJ to issue the final Initial Determination by November 9, 2005 and has set a new date of February 9, 2006 for completion of the investigation. The District court action remains stayed pending completion of the ITC investigation.

Other Matters

     SEC Investigation

     The Securities and Exchange Commission (“SEC”) has issued a formal order of investigation regarding certain activities with respect to Amkor securities. As previously announced, the primary focus of the investigation appears to be activities during the period from June 2003 to July 2004. Amkor believes that the investigation continues to relate to transactions in the Company’s securities by certain individuals, and that the investigation may in part relate to whether tipping with respect to trading in Amkor securities occurred. The matters at issue involve activities with respect to Amkor securities during the subject period by certain insiders or former insiders and persons or entities associated with them, including activities by or on behalf of certain members of the board of directors and Amkor’s chief executive officer. Amkor has cooperated fully with the SEC on the formal investigation and the informal inquiry that preceded it. The SEC has not informed Amkor of any conclusions of wrong doing by any person or entity. Amkor cannot predict the outcome of the investigation. In the event that the investigation leads to SEC action against an officer or director of the Company, our business or the trading price of our common stock may be adversely impacted.

13. Related Party Transactions

     We are working to place $100.0 million of convertible subordinated notes entirely subscribed by Amkor’s chairman and chief executive officer, Mr. James J. Kim, on terms to be approved by a majority of the independent members of the board of directors, and subject to a fairness opinion by a recognized investment banking firm. The entire proceeds will be used to purchase a portion of our 5.75% Convertible Subordinated Notes due June 1, 2006.

     Mr. JooHo Kim is an executive officer of Amkor and a brother of Mr. James J. Kim, our Chairman and CEO. Mr. JooHo Kim owns with his children 19.2%, at September 30, 2005, of Anam Information Technology, Inc., a company that provides computer hardware and software components to Amkor Technology Korea, Inc. (a subsidiary of Amkor). For the three months ended September 30, 2005 and 2004, purchases from Anam Information Technology, Inc. were $1.0 million and $0.0 million, respectively. For the nine months ended September 30, 2005 and 2004, purchases from Anam Information Technology, Inc. were $1.6 million and $1.2 million, respectively. Amounts due to Anam Information Technology, Inc. at September 30, 2005, and December 31, 2004 were not significant.

     Mr. JooHo Kim, together with his wife and children, own 96.1%, at September 30, 2005, of Jesung C&M, a company that provides cafeteria services to Amkor Technology Korea, Inc. For the three months ended September 30, 2005 and 2004, purchases from Jesung C&M were $1.6 million and $1.6 million, respectively. For the nine months ended September 30, 2005 and 2004, purchases from Jesung C&M were $4.9 million and $4.8 million, respectively. Amounts due to Jesung C&M at September 30, 2005 and December 31, 2004 were $0.5 million and $0.5 million, respectively.

     Dongan Engineering Co., Ltd. is 100% owned by Mr. JooCheon Kim, a brother of Mr. James J. Kim. Mr. JooCheon Kim is not an employee of Amkor. Dongan Engineering Co., Ltd. provides construction and maintenance services to Amkor Technology Korea, Inc. and Amkor Technology Philippines, Inc., both subsidiaries of Amkor. For the three months ended September 30, 2005 and 2004, purchases from Dongan Engineering Co., Ltd were $0.1 million and $0.4 million, respectively. For the nine months ended September 30, 2005 and 2004, purchases from Dongan Engineering Co., Ltd were $0.5 million and $2.3 million, respectively. Amounts due to Dongan Engineering Co., Ltd. at September 30, 2005 and December 31, 2004 were not significant.

     We purchase leadframe inventory from Acqutek Semiconductor & Technology Co., Ltd. Mr. James J. Kim’s ownership in Acqutek Semiconductor & Technology Co., Ltd. is approximately 17.7% at September 30, 2005. For the three months ended September 30, 2005 and 2004, purchases from Acqutek Semiconductor & Technology Co., Ltd. were $3.1 million and $2.2 million, respectively. For the nine months ended September 30, 2005 and 2004, purchases from Acqutek Semiconductor & Technology Co., Ltd. were $8.3 million and $10.2 million, respectively. Amounts due to Acqutek Semiconductor & Technology Co., Ltd. at September 30, 2005 and December 31, 2004 were $1.4 million and $0.0 million, respectively.

     We lease office space in West Chester, Pennsylvania from trusts related to Mr. James J. Kim. Amounts paid for this lease for the three months ended September 30, 2005 and 2004 were $0.0 million and $0.3 million, respectively. Amounts paid for this lease for the nine months ended September 30, 2005 and 2004, were $1.3 million and $0.8 million, respectively. For the three months ended September 30, 2005 and 2004, our sublease income includes $0.1 million and $0.1 million respectively, from related parties. For the nine months ended September 30, 2005 and 2004, our sublease income includes $0.4 million and $0.4 million respectively, from related parties. We vacated a portion of this space in connection with the move of our corporate headquarters to Arizona. In the second quarter of 2005 we paid a lease termination fee of approximately $0.7 million. The sublease income has been assigned to the trusts as part of vacating the office space. We currently lease approximately 2,700 square feet of office space from these trusts.

14. Subsidiary Guarantors

     Payment obligations under our senior and senior subordinated notes (see Note 9), totaling $1,344.0 million, are fully and unconditionally guaranteed by certain of our wholly-owned subsidiaries. The subsidiaries that guarantee our senior and senior subordinated notes consist of Unitive, Inc., Unitive Electronics, Inc., Amkor International Holdings, L.L.C., Amkor Technology Limited, P-Four, L.L.C. and Amkor/Anam Pilipinas, L.L.C.

     Presented below is condensed consolidating financial information for the parent, Amkor Technology, Inc., the guarantor subsidiaries and the non-guarantor subsidiaries. Investments in subsidiaries are accounted for by the parent and subsidiaries on the equity method of accounting. Earnings of subsidiaries are, therefore, reflected in the parent’s and guarantor subsidiaries’ investments in subsidiaries’ accounts. The elimination columns eliminate investments in subsidiaries and inter-company balances and transactions. Separate financial statements and other disclosures concerning the guarantor subsidiaries are not presented because the guarantor subsidiaries are wholly-owned and have unconditionally guaranteed the senior notes and senior subordinated notes on a joint and several basis. There are no significant restrictions on the ability of any guarantor subsidiary to directly or indirectly make distributions to us.

		Condensed Consolidating Balance Sheet
		September 30, 2005
		(In thousands)
						Guarantor				Non-Guarantor
		Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Current assets:
Cash and cash equivalents		$	71,954			$	13,867			$	73,697			$	—			$	159,518
Accounts receivable			172,256				54,216				104,981				—				331,453
Inventories			92,242				7,788				33,340				—				133,370
Other current assets			4,533				1,584				27,768				—				33,885
Total current assets			340,985				77,455				239,786				—				658,226
Inter-company			1,312,160				(187,156	)			(1,125,004	)			—				—
Property, plant and equipment, net			44,201				312,401				1,068,125				—				1,424,727
Investments			597,100				224,531				823,127				(1,634,319	)			10,439
Goodwill			37,188				24,288				592,479				—				653,955
Intangible and other assets			45,866				3,245				39,602				—				88,713
Total assets		$	2,377,500			$	454,764			$	1,638,115			$	(1,634,319	)		$	2,836,060
Current liabilities:
Short term borrowings and current portion of long-term debt		$	233,867			$	5,445			$	64,037			$	—			$	303,349
Other current liabilities			180,680				50,307				187,737				—				418,724
Total current liabilities			414,547				55,752				251,774				—				722,073
Long-term debt			1,790,479				—				17,355				—				1,807,834
Other non-current liabilities			712				13,270				117,186				—				131,168
Total liabilities			2,205,738				69,022				386,315				—				2,661,075
Minority interest			—				—				3,223				—				3,223
Total stockholders equity			171,762				385,742				1,248,577				(1,634,319	)			171,762
Total liabilities and stockholders equity		$	2,377,500			$	454,764			$	1,638,115			$	(1,634,319	)		$	2,836,060

14. Subsidiary Guarantors — (continued)

		Condensed Consolidating Balance Sheet December 31, 2004
		(In thousands)
						Guarantor				Non-Guarantor
		Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Current assets:
Cash and cash equivalents		$	267,692			$	26,217			$	78,375			$	—			$	372,284
Accounts receivable			125,927				30,835				112,733				—				269,495
Inventories			76,162				7,614				27,840				—				111,616
Other current assets			3,445				2,601				26,545				—				32,591
Total current assets			473,226				67,267				245,493				—				785,986
Inter-company			1,163,793				(88,206	)			(1,075,587	)			—				—
Property, plant and equipment, net			51,912				336,438				992,046				—				1,380,396
Investments			776,393				355,828				860,960				(1,979,419	)			13,762
Goodwill			37,188				24,280				594,584				—				656,052
Intangible and other assets			84,436				6,888				37,848				—				129,172
Total assets		$	2,586,948			$	702,495			$	1,655,344			$	(1,979,419	)		$	2,965,368
Current liabilities:
Short term borrowings and current portion of long-term debt		$	14,965			$	965			$	36,217			$	—			$	52,147
Other current liabilities			177,339				32,680				176,864				—				386,883
Total current liabilities			192,304				33,645				213,081				—				439,030
Long-term debt			2,024,244				—				16,569				—				2,040,813
Other non-current liabilities			871				10,307				98,139				—				109,317
Total liabilities			2,217,419				43,952				327,789				—				2,589,160
Minority interest			—				—				6,679				—				6,679
Total stockholders equity			369,529				658,543				1,320,876				(1,979,419	)			369,529
Total liabilities and stockholders equity		$	2,586,948			$	702,495			$	1,655,344			$	(1,979,419	)		$	2,965,368

14. Subsidiary Guarantors — (continued)

		Condensed Consolidating Statement of Operations
		For the three months ended September 30, 2005
		(In thousands)
						Guarantor				Non-Guarantor
		Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Net sales		$	378,005			$	141,913			$	297,436			$	(267,713	)		$	549,641
Cost of sales			337,933				125,537				260,562				(264,735	)			459,297
Gross profit (loss)			40,072				16,376				36,874				(2,978	)			90,344
Operating expenses:
Selling, general and administrative			23,590				16,477				22,494				(2,979	)			59,582
Research and development			(3,286	)			3,207				8,949				—				8,870
Total operating expenses			20,304				19,684				31,443				(2,979	)			68,452
Operating income (loss)			19,768				(3,308	)			5,431				1				21,892
Other expense (income):
Interest expense, net			23,853				1,718				15,288				—				40,859
Foreign currency loss (gain)			5,226				(343	)			(712	)			—				4,171
Other expense (income), net			11,851				(468	)			1,507				(12,496	)			394
Total other expense (income)			40,930				907				16,083				(12,496	)			45,424
Income (loss) before income taxes and minority interest			(21,162	)			(4,215	)			(10,652	)			12,497				(23,532	)
Minority interest			—				—				1,250				—				1,250
Income (loss) before income taxes			(21,162	)			(4,215	)			(9,402	)			12,497				(22,282	)
Provision (benefit) for income taxes			(1,745	)			80				(1,200	)			—				(2,865	)
Net income (loss)		$	(19,417	)		$	(4,295	)		$	(8,202	)		$	12,497			$	(19,417	)

14. Subsidiary Guarantors — (continued)

		Condensed Consolidating Statement of Operations
		For the three months ended September 30, 2004
		(In thousands)
						Guarantor				Non-Guarantor
		Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Net sales		$	333,188			$	147,834			$	244,719			$	(234,898	)		$	490,843
Cost of sales			296,535				121,591				217,296				(232,346	)			403,076
Gross profit (loss)			36,653				26,243				27,423				(2,552	)			87,767
Operating expenses:
Selling, general and administrative			22,432				17,435				17,787				(2,551	)			55,103
Research and development			(1,909	)			2,578				7,996				(1	)			8,664
Total operating expenses			20,523				20,013				25,783				(2,552	)			63,767
Operating income (loss)			16,130				6,230				1,640				—				24,000
Other expense (income):
Interest expense, net			23,000				707				14,368				—				38,075
Foreign currency loss (gain)			975				(1	)			529				—				1,503
Other expense (income), net			9,472				12,190				(5,496	)			(17,004	)			(838	)
Total other expense (income)			33,447				12,896				9,401				(17,004	)			38,740
Income (loss) before income taxes and minority interest			(17,317	)			(6,666	)			(7,761	)			17,004				(14,740	)
Minority interest			—				9				(1,275	)			—				(1,266	)
Income (loss) before income taxes			(17,317	)			(6,657	)			(9,036	)			17,004				(16,006	)
Provision (benefit) for income taxes			5,017				1,624				(313	)			—				6,328
Net income (loss)		$	(22,334	)		$	(8,281	)		$	(8,723	)		$	17,004			$	(22,334	)

14. Subsidiary Guarantors — (continued)

		Condensed Consolidating Statement of Operations
		For the nine months ended September 30, 2005
		(In thousands)
						Guarantor				Non-Guarantor
		Parent				Subsidiaries				Subsidiaries				Eliminations				Consolidated
Net sales		$	989,778			$	376,416			$	796,650			$	(706,387	)		$	1,456,457
Cost of sales			886,446				357,350				709,597				(697,173	)			1,256,220
Gross profit (loss)			103,332				19,066				87,053				(9,214	)			200,237
Operating expenses:
Selling, general and administrative			89,771				40,906				65,450				(9,214	)			186,913
Research and development			(2,114	)			7,553				22,255				—				27,694
Provision for legal settlements and contingencies			50,000				—				—				—				50,000
Total operating expenses			137,657				48,459				87,705				(9,214	)			264,607
Operating income (loss)			(34,325	)			(29,393	)			(652	)			—				(64,370	)
Other expense (income):
Interest expense, net			72,242				4,199				46,326				—				122,767
Foreign currency loss (gain)			5,530				22				(922	)			—				4,630
Other expense (income), net			79,645				22,301				25,086				(124,397	)			2,635
Total other expense (income)			157,417				26,522				70,490				(124,397	)			130,032
Income (loss) before income taxes and minority interest			(191,742	)			(55,915	)			(71,142	)			124,397				(194,402	)
Minority interest			—				—				3,187				—				3,187
Income (loss) before income taxes			(191,742	)			(55,915	)			(67,955	)			124,397				(191,215	)
Provision (benefit) for income taxes			(852	)			1,065				(538	)			—				(325	)
Net income (loss)		$	(190,890	)		$	(56,980	)		$	(67,417	)		$	124,397			$	(190,890	)