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 months and year ended December 31, 2010 and forward-looking statements relating to the first quarter of 2011 as presented in a press release dated February 9, 2011. 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 return on invested capital (“ROIC”) for the years ended December 31, 2010 and 2009 and free cash flow for the three months and year ended December 31, 2010. ROIC and free cash flow are considered non-GAAP financial measures. 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. ROIC is defined as net operating profit after tax divided by average invested capital (the sum of average debt plus average equity minus average cash). We believe that ROIC is useful information for our investors in evaluating whether our capital investments are generating shareholder value. We define free cash flow as net cash provided by operating activities less purchases of property, plant and equipment. However, we believe free cash flow to be relevant and useful information to our investors because it provides them with additional information in assessing our liquidity, capital resources and financial operating results. Our management uses free cash flow in evaluating our liquidity, our ability to service debt and our ability to fund capital additions. However, these measures should be considered in addition to, and not as a substitute for, or superior to other measures of financial performance prepared in accordance with GAAP, 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 February 9, 2011, 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.

Date: February 9, 2011

EXHIBIT INDEX:

Exhibit		Description
99.1		Text of Press Release dated February 9, 2011

Exhibit 99.1

		News Release

Amkor Technology Reports Financial Results for the Fourth Quarter and Full Year 2010

Fourth Quarter 2010

	•		Net sales $751 million
	•		Gross margin 21%
	•		Net income $51 million
	•		Earnings per diluted share $0.20

Full Year 2010

	•		Net sales $2.94 billion
	•		Gross margin 23%
	•		Net income $232 million
	•		Earnings per diluted share $0.91

CHANDLER, Ariz. — February 9, 2011 — Amkor Technology, Inc. (NASDAQ: AMKR), a leading provider of semiconductor assembly and test services, today announced financial results for the fourth quarter ended December 31, 2010, with net sales of $751 million, net income of $51 million, and earnings per diluted share of $0.20. For the full year 2010, Amkor reported net sales of $2.94 billion, net income of $232 million, and earnings per diluted share of $0.91.

“We delivered record net sales and net income for the full year 2010,” said Ken Joyce, Amkor’s president and chief executive officer. “Strong demand across all of our package families and end markets, particularly in our core markets for wireless communications, gaming and other consumer electronics, drove net sales growth of 35% and a 49% increase in net income. We also reduced our net debt by $79 million and delivered a 24% return on invested capital.”

“During the fourth quarter we saw solid growth in communications, a seasonal decline in gaming and inventory adjustments by some of our customers in the consumer electronics and networking areas,” said Joyce. “The lower business volumes in the quarter, along with unfavorable foreign currency exchange rate movements, reduced our gross margin from the prior quarter.”

Selected financial information for the fourth quarter 2010 is as follows:

	•		Net Sales: $751 million, down 5% from $794 million in the prior quarter, and up 12% from $668 million in the fourth quarter of 2009
	•		Gross Margin: 21%, compared to 24% in the prior quarter and 26% in the fourth quarter of 2009
	•		Net Income: $51 million, down from $78 million in the prior quarter, and down from $88 million in the fourth quarter of 2009
	•		Earnings Per Diluted Share: $0.20, down from $0.30 in the prior quarter, and down from $0.33 in the fourth quarter of 2009

Selected financial information for the full year 2010 is as follows:

	•		Net Sales: $2.94 billion, up 35% from $2.18 billion in 2009
	•		Gross Margin: 23%, compared to 22% in 2009
	•		Net Income: $232 million, up 49% from $156 million in 2009
	•		Earnings Per Diluted Share: $0.91, up from $0.67 in 2009

“Our fourth quarter earnings per diluted share were adversely impacted by approximately $0.04 as a result of unfavorable foreign currency exchange rate movements and $0.02 for an unanticipated reserve for foreign taxes,” said Joanne Solomon, Amkor’s executive vice president and chief financial officer. “Capital additions were $103 million during the fourth quarter, primarily in support of solid demand for wireless communications.”

Cash and cash equivalents were $405 million, and net debt was $959 million, at December 31, 2010. In January 2011, the company redeemed all $100 million of its 6.25% Convertible Subordinated Notes due 2013. The Notes were converted into 13.4 million shares of Amkor Common Stock and no cash was used for the redemption. As a consequence of this conversion, net debt would have been $859 million.

Selected operating data for the fourth quarter and full year 2010 are included in a section before the financial statements.

Business Outlook

“Looking ahead to the first quarter of 2011, our strong position in gaming is amplifying typical seasonal patterns and we see some carryover of the inventory adjustments that began in the fourth quarter,” said Joyce. “The corresponding decline in utilization is expected to compress our gross margin in the first quarter.”

“As we exit the first quarter, we are anticipating a rebound in customer demand and a year of solid growth driven primarily by strength in wireless communications and consumer electronics,” continued Joyce. “To meet the capacity requirements of our leading customers, we are currently planning capital additions of approximately $500 million for 2011, with spending weighted in the first half of the year to take advantage of the growth opportunities we see in the second quarter and the balance of the year.”

Based upon the currently available information, we have the following expectations for the first quarter of 2011:

	•		Net sales of $660 million to $690 million, down 8% to down 12% from the prior quarter
	•		Gross margin between 16% and 19%
	•		Net income of $10 million to $35 million, or $0.05 to $0.14 per diluted share
	•		Capital additions of approximately $135 million for the first quarter, and capital additions of approximately $500 million for the full year

Conference Call Information

Amkor will conduct a conference call on February 9, 2011, at 5:00 p.m. Eastern Daylight Time. This call is being webcast and can be accessed at Amkor’s web site: www.amkor.com. You may also access the call by dialing 877-941-1465. A replay of the call will be made available at Amkor’s web site or by dialing 800-406-7325 (access pass code #4406938). The webcast is also being distributed over Thomson Reuters’ Investor Distribution Network to both institutional and individual investors. Individual investors can listen to the call through Thomson Reuters’ individual investor center at www.companyboardroom.com or by visiting any of the investor sites in Thomson Reuters’ Individual Investor Network. Institutional investors can access the call via Thomson Reuters’ password-protected event management site, Street Events (www.streetevents.com).

About Amkor

Amkor is a leading provider of semiconductor assembly and test services to semiconductor companies and electronics OEMs. 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, the following statements made regarding: our position in gaming and its impact on our typical seasonal patterns, some carryover of inventory adjustments into the first quarter, a decline in utilization and its expected impact on our gross margin in the first quarter, the anticipated rebound in customer demand and year of solid growth, expected strength in wireless communications and consumer electronics, the amount and timing of our capital additions in 2011, growth opportunities in the second quarter and the balance of the year, and our current business outlook for the first quarter of 2011, including our expected net sales, gross margin, net income, earnings per diluted share and capital additions. 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;
	•		dependence on key customers;
	•		weakness in the forecasts of our customers;

	•		customer modification of and follow through with respect to forecasts provided to us;
	•		changes in tax rates and taxes as a result of changes in tax law, the jurisdictions in which our income is determined to be earned and taxed, the outcome of tax audits and tax ruling requests, our ability to realize deferred tax assets and the expiration of tax holidays;
	•		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 or other downturn in the U.S. and other economies worldwide;
	•		disruptions or deficiencies in our controls resulting from the implementation of our new enterprise resource planning system;
	•		the highly unpredictable nature and costs of litigation and other legal activities and the risk of adverse results of such matters;
	•		worldwide economic effects of terrorist attacks, natural disasters and military conflict;
	•		our ability to control 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 and precious metal 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, 2009 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:

Amkor Technology, Inc., Chandler
Joanne Solomon
Executive Vice President & Chief Financial Officer
480-786-7878
joanne.solomon@amkor.com

AMKOR TECHNOLOGY, INC.
Selected Operating Data

		Q4 2010				Q3 2010				Q4 2009				2010				2009
Sales Data:
Packaging services (in millions):
Chip scale package		$	272			$	244			$	224			$	954			$	695
Ball grid array			186				212				142				747				500
Leadframe			176				204				184				761				587
Other packaging			46				52				47				188				152
Packaging services			680				712				597				2,650				1,934
Test services			71				82				71				289				245
Total sales		$	751			$	794			$	668			$	2,939			$	2,179
Packaging services:
Chip scale package			36	%			31	%			33	%			33	%			32	%
Ball grid array			25	%			27	%			21	%			25	%			23	%
Leadframe			24	%			26	%			28	%			26	%			27	%
Other packaging			6	%			6	%			7	%			6	%			7	%
Packaging services			91	%			90	%			89	%			90	%			89	%
Test services			9	%			10	%			11	%			10	%			11	%
Total sales			100	%			100	%			100	%			100	%			100	%
Packaged units (in millions):
Chip scale package			590				618				519				2,130				1,652
Ball grid array			61				72				53				228				205
Leadframe			1,579				2,185				1,856				7,466				5,773
Other packaging			4				8				7				24				24
Total packaged units			2,234				2,883				2,435				9,848				7,654
Net sales from top ten customers			57	%			55	%			55	%			54	%			53	%
Capacity Utilization (Packaging and test utilization separately presented beginning in Q4 2010. Prior periods were recalculated based on current methodology for comparability):
Packaging			78	%			85	%			87	%			82	%			76	%
Test			74	%			87	%			74	%			78	%			67	%
End Market Distribution Data (an approximation including representative devices and applications based on a sampling of our largest customers. Prior periods were revised for an expanded sampling methodology and refinement of our classifications):
Communications (cell phones, Ethernet, WiMAX, wireless LAN, Bluetooth)			40	%			34	%			39	%			36	%			37	%
Consumer (gaming, set top boxes, TV, portable media)			26	%			30	%			26	%			28	%			28	%
Computing (PCs, servers, displays, hard disk drive, printers, other peripherals)			12	%			14	%			13	%			14	%			14	%
Networking (infrastructure, routers, network servers)			13	%			13	%			13	%			13	%			13	%
Other (auto, industrial)			9	%			9	%			9	%			9	%			8	%
Total			100	%			100	%			100	%			100	%			100	%
Gross Margin Data:
Net sales			100	%			100	%			100	%			100	%			100	%
Cost of sales:
Materials			43	%			43	%			40	%			43	%			40	%
Labor			13	%			12	%			13	%			12	%			13	%
Other manufacturing			23	%			21	%			21	%			22	%			25	%
Gross margin			21	%			24	%			26	%			23	%			22	%

AMKOR TECHNOLOGY, INC.
Selected Operating Data

		2010				2009
		(in millions)
Return on Invested Capital:
Operating income		$	374			$	225
Income tax (expense) benefit			(19	)			30
Net operating profit after tax (NOPAT)		$	355			$	255
Invested capital:
Average debt		$	1,399			$	1,464
Plus average equity			507				310
Less average cash			(400	)			(410	)
Average invested capital		$	1,506			$	1,364
Return on invested capital (NOPAT / average invested capital)*			24	%			19	%

		Q4 2010				Q3 2010				Q4 2009				2010				2009
		(in millions, except per share data)
Capital Investment Data:
Property, plant and equipment additions		$	103			$	171			$	69			$	505			$	198
Net change in related accounts payable and deposits			66				(37	)			(7	)			(59	)			(24	)
Purchases of property, plant and equipment		$	169			$	134			$	62			$	446			$	174
Depreciation and amortization		$	87			$	83			$	75			$	324			$	306
Free Cash Flow Data:
Net cash provided by operating activities		$	176			$	176			$	106			$	543			$	262
Less purchases of property, plant and equipment			(169	)			(134	)			(62	)			(446	)			(174	)
Free cash flow*		$	7			$	42			$	44			$	97			$	88
Earnings per Share Data:
Net income attributable to Amkor — basic		$	51			$	78			$	88			$	232			$	156
Adjustment for dilutive securities on net income:
Interest on 2.5% convertible notes due 2011, net of tax			—				—				—				1				2
Interest on 6.25% convertible notes due 2013, net of tax			2				2				2				7				7
Interest on 6.0% convertible notes due 2014, net of tax			4				4				4				16				12
Net income attributable to Amkor — diluted		$	57			$	84			$	94			$	256			$	177
Weighted average shares outstanding — basic			183				183				183				183				183
Effect of dilutive securities:
Stock options and unvested restricted shares			1				—				—				1				—
2.5% convertible notes due 2011			3				3				3				3				5
6.25% convertible notes due 2013			13				13				13				13				13
6.0% convertible notes due 2014			83				83				83				83				62
Weighted average shares outstanding — diluted			283				282				282				283				263
Net income attributable to Amkor per common share:
Basic		$	0.28			$	0.42			$	0.48			$	1.26			$	0.85
Diluted		$	0.20			$	0.30			$	0.33			$	0.91			$	0.67

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

		For the Three Months								For the Year
		Ended December 31,								Ended December 31,
		2010				2009				2010				2009
		(In thousands, except per share data)
Net sales		$	750,609			$	667,612			$	2,939,483			$	2,179,109
Cost of sales			591,266				492,258				2,275,727				1,698,713
Gross profit			159,343				175,354				663,756				480,396
Operating expenses:
Selling, general and administrative			62,037				54,640				242,424				210,626
Research and development			11,097				10,907				47,534				44,453
Total operating expenses			73,134				65,547				289,958				255,079
Operating income			86,209				109,807				373,798				225,317
Other (income) expense:
Interest expense			19,202				23,434				85,595				102,396
Interest expense, related party			3,813				3,813				15,250				13,000
Interest income			(675	)			(841	)			(2,950	)			(2,367	)
Foreign currency loss			4,746				1,178				13,756				3,339
Loss (gain) on debt retirement, net			—				570				18,042				(15,088	)
Equity in earnings of unconsolidated affiliate			(1,552	)			(2,373	)			(6,435	)			(2,373	)
Other income, net			(144	)			(36	)			(619	)			(113	)
Total other expense, net			25,390				25,745				122,639				98,794
Income before income taxes			60,819				84,062				251,159				126,523
Income tax expense (benefit)			10,058				(3,820	)			19,012				(29,760	)
Net income			50,761				87,882				232,147				156,283
Net (income) loss attributable to noncontrolling interests			(157	)			104				(176	)			(303	)
Net income attributable to Amkor		$	50,604			$	87,986			$	231,971			$	155,980
Net income attributable to Amkor per common share:
Basic		$	0.28			$	0.48			$	1.26			$	0.85
Diluted		$	0.20			$	0.33			$	0.91			$	0.67
Shares used in computing per common share amounts:
Basic			183,404				183,134				183,312				183,067
Diluted			282,830				282,495				282,602				263,379

AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

		December 31,				December 31,
		2010				2009
		(In thousands)
ASSETS
Current assets:
Cash and cash equivalents		$	404,998			$	395,406
Restricted cash			17,782				2,679
Accounts receivable:
Trade, net of allowances			392,327				328,252
Other			17,970				18,666
Inventories			191,072				155,185
Other current assets			37,918				32,737
Total current assets			1,062,067				932,925
Property, plant and equipment, net			1,537,226				1,364,630
Intangibles, net			13,524				9,975
Investments			28,215				19,108
Restricted cash			1,945				6,795
Other assets			93,845				99,476
Total assets		$	2,736,822			$	2,432,909
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt		$	150,081			$	88,944
Trade accounts payable			443,333				361,263
Accrued expenses			178,794				155,630
Total current liabilities			772,208				605,837
Long-term debt			964,219				1,095,241
Long-term debt, related party			250,000				250,000
Pension and severance obligations			103,543				83,067
Other non-current liabilities			10,171				9,063
Total liabilities			2,100,141				2,043,208
Equity:
Amkor stockholders’ equity:
Preferred stock			—				—
Common stock, $0.001 par value, 500,000 shares authorized, 183,467 and 183,171 shares issued, and 183,420 and 183,171 shares outstanding, in 2010 and 2009, respectively			183				183
Additional paid-in capital			1,504,927				1,500,246
Accumulated deficit			(890,270	)			(1,122,241	)
Accumulated other comprehensive income			15,457				5,021
Treasury stock, at cost, 47 shares in 2010			(284	)			—
Total Amkor stockholders’ equity			630,013				383,209
Noncontrolling interests in subsidiaries			6,668				6,492
Total equity			636,681				389,701
Total liabilities and equity		$	2,736,822			$	2,432,909

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

		For the Year Ended
		December 31,
		2010				2009
		(In thousands)
Cash flows from operating activities:
Net income		$	232,147			$	156,283
Depreciation and amortization			323,608				305,510
Loss (gain) on debt retirement, net			10,562				(15,088	)
Other operating activities and non-cash items			11,522				(17,595	)
Changes in assets and liabilities			(35,244	)			(167,385	)
Net cash provided by operating activities			542,595				261,725
Cash flows from investing activities:
Purchases of property, plant and equipment			(445,669	)			(173,496	)
Proceeds from the sale of property, plant and equipment			3,125				3,116
Purchase of equipment leased to unconsolidated affiliate			—				(44,681	)
Investment in unconsolidated affiliate			—				(16,735	)
Financing lease payment from unconsolidated affiliate			13,384				—
Other investing activities			(15,761	)			(9,082	)
Net cash used in investing activities			(444,921	)			(240,878	)
Cash flows from financing activities:
Borrowings under revolving credit facilities			3,261				41,410
Payments under revolving credit facilities			(34,253	)			(10,171	)
Proceeds from issuance of short-term working capital facility			15,000				15,000
Payments of short-term working capital facility			(15,000	)			—
Proceeds from issuance of long-term debt			611,007				100,000
Proceeds from issuance of long-term debt, related party			—				150,000
Payments of long-term debt, net of redemption premiums and discounts			(663,433	)			(338,104	)
Payments for debt issuance costs			(7,487	)			(8,479	)
Proceeds from issuance of stock through stock compensation plans			1,048				693
Net cash used in financing activities			(89,857	)			(49,651	)
Effect of exchange rate fluctuations on cash and cash equivalents			1,775				(106	)
Net increase (decrease) in cash and cash equivalents			9,592				(28,910	)
Cash and cash equivalents, beginning of period			395,406				424,316
Cash and cash equivalents, end of period		$	404,998			$	395,406