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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM 10-K
------------------------

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

COMMISSION FILE NUMBER 000-29472

AMKOR TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OF INCORPORATION)

23-1722724
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
(610) 431-9600
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE
5 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2003
5% CONVERTIBLE SUBORDINATED NOTES DUE 2007

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X]  
No [ ]

Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the average bid and asked prices of
such stock, was approximately $1,287,769,922 as of February 28, 2001.

The number of shares outstanding of each of the issuer's classes of common
equity, as of February 28, 2001, was as follows: 152,201,638 shares of Common
Stock, $0.001 par value.

Documents Incorporated by Reference: Portions of the definitive Proxy
Statement to be delivered to stockholders in connection with the 2001 Annual
Meeting of Stockholders are incorporated by reference into Part III.
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TABLE OF CONTENTS

PAGE
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PART I..................................................................    2

Item 1.   BUSINESS....................................................    2

Item 2.   PROPERTIES..................................................   15

Item 3.   LEGAL PROCEEDINGS...........................................   16

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.........   16

PART II.................................................................   16

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.........................................   16

Item 6.   SELECTED FINANCIAL DATA.....................................   18

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS...................................   20

Item 7A   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK........................................................   36

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................   36

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE....................................   68

PART III................................................................   68

Item 10.  DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT...........   68

Item 11.  EXECUTIVE COMPENSATION......................................   68

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT..................................................   68

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..............   68

PART IV.................................................................   68

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM
8-K.........................................................   68

USE OF CERTAIN TERMS

All references in this annual report to "Amkor," "we," "us," "our" or the
"company" are to Amkor Technology, Inc. and its subsidiaries. We refer to the
Republic of Korea, which is also commonly known as South Korea, as "Korea."
References to "won" are to the currency of Korea.

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PART I

ITEM 1. BUSINESS

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This business section contains forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may,"
"will," "should," "expects," "plans," "anticipates," "believes," "estimates,"
"predicts," "potential," "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions. Actual events or
results may differ materially. In evaluating these statements, you should
specifically consider various factors, including the risks outlined under
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Risk Factors that May Affect Future Operating Performance" in Item
7 of this annual report. These factors may cause our actual results to differ
materially from any forward-looking statement.

OVERVIEW

Amkor is the world's largest independent provider of semiconductor
packaging and test services. We believe that we are also one of the leading
developers of advanced semiconductor packaging and test technology. We offer one
of the industry's broadest integrated sets of packaging and test services, which
are the final procedures necessary to prepare semiconductor devices for further
use. Our customers outsource the packaging and testing of semiconductor chips to
us in order to benefit from our expertise in the development and implementation
of our technology and our advanced manufacturing capabilities. We also market
the wafer fabrication services provided by a foundry owned by Anam
Semiconductor, Inc. ("ASI"). Our customers include, among others, Agere Systems,
Inc., Altera Corporation, Infineon Technologies AG, Intel Corporation, LSI Logic
Corporation, Motorola, Inc., Philips Electronics N.V., ST Microelectronics PTE,
Texas Instruments, Inc. and Toshiba Corporation.

We generate revenues primarily from the sale of semiconductor packaging and
test services. In addition, we generate revenue by marketing the wafer
fabrication services performed by the foundry owned by ASI. Historically, we
performed packaging and test services at our factories in the Philippines and
subcontracted for additional services with ASI, which operated four packaging
and test facilities in Korea. In May 1999, we acquired K4, one of ASI's
packaging and test facilities, for $582.0 million, and, in May 2000, we acquired
ASI's remaining three packaging and test facilities, K1, K2 and K3, for a
purchase price of $950.0 million. In connection with our purchase of K1, K2 and
K3, we made an additional equity investment in ASI of $459.0 million, and as a
result we now own 42% of ASI. With the completion of our acquisition of K1, K2
and K3, we no longer depend upon ASI for packaging or test services, although we
continue to market ASI's wafer fabrication services.

INDUSTRY BACKGROUND

Semiconductor devices are the essential building blocks used in most
electronic products. As semiconductor devices have evolved, there have been
three important consequences: (1) an increase in demand for computers and
related products due to declining prices for such products, (2) the
proliferation of semiconductor devices into diverse end products such as
consumer electronics, communications equipment and automotive systems and (3) an
increase in the number of semiconductor devices in electronic products.

TRENDS TOWARD OUTSOURCING

Historically, semiconductor companies packaged semiconductors primarily in
their own factories and relied on independent providers to handle overflow
volume. In recent years, semiconductor companies have increasingly outsourced
their packaging and testing to independent providers for the following reasons:

Independent providers have developed expertise in advanced packaging
technologies.

Semiconductor companies are facing ever-increasing demands for
miniaturization, higher lead counts and improved thermal and electrical
performance in semiconductor devices. As a result of this trend, many
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semiconductor companies view packaging as an enabling technology requiring
sophisticated expertise and technological innovation. However, they have had
difficulty developing the necessary capabilities with their internal resources
and are relying on independent providers of packaging and test services as a key
source of new package designs.

Independent providers can offer shorter time to market for new products
because their resources are dedicated to packaging and test solutions.

We believe that semiconductor companies are seeking to shorten the time to
market for their new products and that having the right packaging technology and
capacity in place is a critical factor in reducing delays for these companies.

Semiconductor companies frequently do not have sufficient time to develop
their packaging and test capabilities or the equipment and expertise to
implement new packaging technology in volume. For this reason, semiconductor
companies are leveraging the resources and capabilities of independent packaging
and test companies to deliver their new products to market more quickly.

Many semiconductor manufacturers do not have the economies of scale to offset
the significant costs of building packaging and test factories.

Semiconductor packaging is a complex process requiring substantial
investment in specialized equipment and factories. As a result of the large
capital investment required, this manufacturing equipment must operate at a high
capacity level for an extended period of time to be cost effective. Shorter
product life cycles, faster introductions of new products and the need to update
or replace packaging equipment to accommodate new products have made it more
difficult for semiconductor companies to sustain high levels of capacity
utilization. Independent providers of packaging and test services, on the other
hand, can use equipment at high utilization levels over a longer period of time
for a broad range of customers, effectively extending the life of the equipment.

The availability of high quality independent packaging and testing allows
semiconductor manufacturers to focus their resources on semiconductor design and
wafer fabrication rather than semiconductor packaging and testing.

As the cost to build a new wafer fabrication facility has increased to over
$1 billion, semiconductor companies are choosing to focus their capital
resources on core wafer fabrication activities. As a result, semiconductor
companies are outsourcing to independent packaging and test providers who have
the ability to invest the capital needed to develop new packaging and test
capacity.

There is a growing number of semiconductor companies without factories,
known as "fabless" companies, that outsource all of the manufacturing of their
semiconductor designs.

Fabless semiconductor companies focus exclusively on the semiconductor
design process and outsource virtually every significant step of the
semiconductor manufacturing process. We believe that fabless semiconductor
companies will continue to be a significant driver of growth in the independent
packaging and test industry.

These outsourcing trends, combined with the growth in the number of
semiconductor devices being produced and sold, are increasing demand for
independent packaging and test services. Today, nearly all of the world's major
semiconductor companies use independent packaging and test service providers for
at least a portion, if not all, of their packaging and test needs.

Certain of the same forces driving the growth of independent packaging and
testing are also driving demand for independent wafer fabrication services. Many
semiconductor companies are outsourcing some or all of their wafer fabrication
needs because the cost to build new wafer foundries has been rising steadily.
This is particularly true for newer, smaller geometry technologies which cannot
be produced in many semiconductor companies' existing wafer foundries. As the
demand for semiconductor devices with smaller geometries increases, we believe
semiconductor companies will increasingly utilize independent wafer
manufacturers.

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COMPETITIVE STRENGTHS

We believe our competitive strengths include the following:

LEADING INDUSTRY POSITION

We are the world's largest independent provider of semiconductor packaging
and test services. We have increased our revenues and built our leading position
through:

- one of the industry's broadest offerings of packaging and test services,

- expertise in the development and implementation of packaging and test
technology,

- long-standing relationships with our customers, and

- advanced manufacturing capabilities.

BROAD OFFERING OF PACKAGING AND TEST SERVICES

With more than 1,000 different package types, we offer one of the
semiconductor industry's broadest lines of packaging services. We provide
customers with a wide array of packaging alternatives including mature leadframe
packages and newer advanced leadframe and laminate packages. We also offer an
extensive line of services to test digital logic, analog and mixed signal
semiconductor devices. We believe that the breadth of our packaging and test
services is important to customers seeking to reduce the number of their
suppliers.

LEADING TECHNOLOGY INNOVATOR

We believe that we are one of the leading providers of advanced
semiconductor packaging and test solutions. We have designed and developed
state-of-the-art thin package formats and laminate packages including our
PowerQuad(R), Super BGA(R), fleXBGA(R) and ChipArray(R) BGA packages. To
maintain our leading industry position, we have approximately 350 employees
engaged in research and development focusing on the design and development of
new semiconductor packaging and test technology. We work closely with customers
and technology partners to develop new and innovative package designs.

LONG-STANDING RELATIONSHIPS WITH PROMINENT SEMICONDUCTOR COMPANIES

Our customer base consists of more than 220 companies, including most of
the world's largest semiconductor companies. Over the last three decades we,
with our predecessor companies, have developed long-standing relationships with
many of our customers.

ADVANCED MANUFACTURING CAPABILITIES

We believe that our company's manufacturing excellence has been a key
factor in our success in attracting and retaining customers. We have worked with
our customers and our suppliers to develop proprietary process technologies to
enhance our existing manufacturing capabilities. These efforts have directly
resulted in reduced time to market, increased quality and lower manufacturing
costs. We believe our manufacturing cycle times are among the fastest available
from any independent provider of packaging and test services.

STRATEGY

To build upon our leading industry position and to remain the preferred
independent provider of semiconductor packaging and test services, we are
pursuing the following strategies:

CAPITALIZE ON OUTSOURCING TREND

We intend to continue to capitalize on the projected growth of the
independent semiconductor packaging and test segment. We believe that
semiconductor companies will increasingly outsource packaging and test

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services to those independent providers who deliver superior quality and value.
We work with our customers to quantify the cost savings of our services compared
to their in-house capabilities. We believe our leading-edge technologies and
manufacturing expertise enable us to optimize production yields, reduce cycle
times and lower per unit costs.

LEVERAGE SCALE AND SCOPE OF PACKAGING AND TEST CAPABILITIES

We are committed to expanding both the scale of our operations and the
scope of our packaging and test services. We believe that our scale and scope
allow us to provide cost-effective solutions to our customers in the following
ways:

- We have the capacity to absorb large orders and accommodate quick
turn-around times;

- We use our size and industry position to obtain low pricing on materials
and manufacturing equipment; and

- We offer an industry-leading breadth of packaging and test services and
can serve as a single source for many of our customers.

MAINTAIN OUR TECHNOLOGY LEADERSHIP

We intend to continue to develop leading-edge packaging technologies. We
believe that our focus on research and product development will enable us to
enter new markets early, capture market share and promote the adoption of our
new package designs as industry standards. We seek to enhance our in-house
research and development capability through the following activities:

- We are collaborating with customers to gain access to technology roadmaps
for the next generation of semiconductor designs;

- We are collaborating with companies, such as Toshiba Corporation, SanDisk
Corporation, Ericsson Corporation, and Nokia Group, which purchase
semiconductor devices from our customers, to design new packages that
function with the next generation of electronic products; and

- We are implementing new package designs by entering into technology
alliances and by licensing leading-edge designs from others. For example,
we have entered into a strategic alliance with Sharp Corporation to
promote chip scale packaging with fleXBGA(R). We have licensed from
Tessera, Inc. their BGA(R) design. We have also licensed "flip-chip"
package technology from LSI Logic Corporation.

PROVIDE AN INTEGRATED, TURNKEY SOLUTION

We are able to provide a complete turnkey solution comprised of
semiconductor wafer fabrication, packaging and test services. We believe that
this will enable customers to achieve faster time to market for new products and
improved cycle times.

STRENGTHEN CUSTOMER RELATIONSHIPS

We intend to further develop our long-standing customer relationships. We
believe that because of today's shortened technology life cycles, integrated
communications are crucial to speed time to market. We have customer support
personnel located near the facilities of major customers and in acknowledged
technology centers. These support personnel work closely with customers to plan
production for existing packages as well as to develop requirements for the next
generation of packaging technology. In addition, we are implementing direct
electronic links with our customers to enhance communication and facilitate the
flow of real-time engineering data and order information.

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PURSUE STRATEGIC ACQUISITIONS

We are evaluating candidates for strategic acquisitions and joint ventures
to strengthen our core business and expand our geographic reach. We believe that
there are many opportunities to acquire the in-house packaging factories of our
customers and competitors. To the extent we acquire facilities of our customers,
we intend to structure any such acquisition to include long-term supply
contracts with those customers. In addition, we intend to enter new markets near
clusters of wafer foundries, which are large sources of demand for packaging and
test services.

PACKAGING AND TEST SERVICES

PACKAGING SERVICES

We offer a broad range of package formats designed to provide our customers
with a full array of packaging solutions. Our packages are divided into three
families: traditional leadframe, advanced leadframe and laminate, as described
below.

Semiconductor packages have evolved from traditional leadframe to advanced
leadframe to laminate in response to the increasing demands of today's
high-performance electronic products. The differentiating characteristics of
these packages include: (1) the size of the package, (2) the number of
electrical connections the package can support and (3) the thermal and
electrical requirements of the package.

As the size of semiconductor devices shrinks for use in portable computers
and wireless telecommunications products, the size of packages must also shrink.
In leading-edge packages, the size of the package is reduced to approximately
the size of the individual chip itself, in a process known as chip scale
packaging.

The number of electrical connections on a semiconductor device is an
important factor in determining its end use in electronic products. As
semiconductor devices increase in complexity, the number of electrical
connections that is required also increases. Leadframe products have electrical
connections from the semiconductor device to the electronic product through
leads on the perimeter of the package. Our newer laminate products use balls on
the bottom of the package to create the electrical connections and can support
larger numbers of electrical connections. These products are called ball grid
array or BGA products.

Advanced thermal and electrical characteristics of a particular package
improve the functionality and durability of today's high-powered semiconductor
devices. For example, a copper layer in a package can help reduce thermal wear
on the semiconductor device and improve its electrical conductivity.

The following table sets forth by product type, for the periods indicated,
the amount of our packaging and test net revenues in millions of dollars and the
percentage of such net revenues:

YEAR ENDED DECEMBER 31,
-----------------------------------------------------
2000               1999               1998
---------------    ---------------    ---------------
(DOLLARS IN MILLIONS)

Traditional leadframe...................  $  648     32.2%   $  560     34.6%   $  603     41.5%
Advanced leadframe......................     508     25.3       412     25.5       343     23.6
Laminate................................     720     35.8       561     34.7       438     30.2
Test and other..........................     134      6.7        84      5.2        68      4.7
------    -----    ------    -----    ------    -----
Total packaging and test net
revenues.........................  $2,010    100.0%   $1,617    100.0%   $1,452    100.0%
======    =====    ======    =====    ======    =====

In addition, we had $378 million, $293 million and $116 million of net
revenues from wafer fabrication services in 2000, 1999 and 1998, respectively.

Traditional Leadframe Packages

Traditional leadframe packages are the most widely used package family and
are characterized by a chip encapsulated in a plastic mold compound with metal
leads on the perimeter. This package family has evolved from a design where the
leads are plugged into holes on the circuit board to a design where the leads
are

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soldered to the surface of the circuit board. We offer a wide range of lead
counts and body sizes to satisfy variations in the size of customers'
semiconductor devices. Continuous engineering and customization has reduced the
footprint of the package on the circuit board and improved the electrical
performance of the package. In addition, we have designed package types to
dissipate the heat generated by high-powered semiconductor devices. Such "power"
designs are advancements on our small outline package (SOP) and metric quad flat
package (MQFP) and are called PowerSOP(R) and PowerQuad(R).

The following table presents our traditional leadframe packages, including
the number of leads and the description of and end uses for each package format.

NUMBER
PACKAGE FORMAT               OF LEADS           DESCRIPTION                   END USES
--------------               --------           -----------                   --------

Plastic Dual In-line
Package -- PDIP..........     8-48    General purpose plastic      Games, telephones,
package used in consumer     televisions, audio
electronic products          equipment and computer
peripherals
Shrink PDIP -- SPDIP.......    30-64    General purpose plastic      Games, telephones,
packages used in consumer    televisions, audio
electronic product           equipment and computer
peripherals
Hermetic...................   Custom    Ceramic package used in      Military, space and
high-reliability             commercial aviation
applications                 products, airbags and
photonics
Plastic Leaded Chip
Carrier -- PLCC..........    20-84    Package with leads on four   Copiers, printers,
sides used in a consumer     scanners, desktop personal
electronics and products in  computers, electronic games
which the size of the        and monitors
package is not vital
Small Outline Integrated
Circuit -- SOIC..........     8-44    Small leadframe package      Pagers, cordless
designed for applications    telephones, fax machines,
requiring low height         copiers, printers, computer
peripherals, audio and
video products and
automotive systems
Metric Quad Flat Package --
MQFP.....................   44-304    Package with leads on four   Desktop personal computers,
sides designed for advanced  consumer and industrial
processors, controllers,     products, commercial and
digital signal processors    office equipment and
(DSPs) and application       automotive systems
specific integrated
circuits (ASICs)
PowerQuad(R)...............   64-304    Higher-performance,          High-performance computers
thermally-enhanced quad      such as workstations and
flat package (QFPs)          servers, disk drives,
central processing units
(CPUs), audio
telecommunications products
PowerSOP(R)................     8-36    Higher-performance,          Pagers, disk drives,
thermally-enhanced SOIC      wireless telecommunications
package                      products, automotive
systems and industrial
products
Small Outline Transistor
Package -- SOT 23/SC-70..      5-6    Simple logic & FETS          Cell phones, pagers and
wireless applications

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Advanced Leadframe Packages

Our advanced leadframe packages are similar in design to our traditional
leadframe packages. However, the advanced leadframe packages generally are
thinner and smaller, have more leads and have advanced thermal and electrical
characteristics.

The thin small outline packages (TSOPs), thin shrink small outline packages
(TSSOPs), and shrink small outline packages (SSOPs) are smaller than our
traditional small outline integrated circuit (SOIC) package. The thin quad flat
package (TQFP) is a smaller version of the metric quad flat package (MQFP). We
also offer power versions of these package types to dissipate heat generated by
high-powered semiconductor devices. We plan to continue to develop increasingly
smaller versions of these packages to keep pace with continually shrinking
semiconductor device sizes and demand for miniaturization of portable electronic
products.

The following table presents our advanced leadframe packages, including the
number of leads and the description of and end uses for each package format.

NUMBER
PACKAGE FORMAT               OF LEADS          DESCRIPTIONS                   END USES
--------------               --------          ------------                   --------

Thin Quad Flat Package --
TQFP.....................   32-216    Designed for lightweight,    Laptop computers, desktop
portable electronics         personal computers, disk
requiring broad performance  drives, office equipment,
characteristics              audio and video products
and telecommunications and
wireless telecommunications
products
Thin Small Outline
Package -- TSOP..........    28-48    Package designed for high-   Laptop computers, desktop
volume production of low     personal computers, still
lead-count memory devices    and video cameras, and
such as FLASH, SRAM and      standard connections for
DRAM                         peripherals to computers
(PCMCIA)
Thin Shrink Small Outline
Package -- TSSOP.........     8-80    Smaller version of TSOP      Disk drives, recordable
designed for logic and       optical disks, audio and
analog devices and memory    video products, consumer
devices such as FLASH,       electronics and
SRAM, EPROM, EEPROM and      telecommunications products
DRAM
Shrink Small Outline
Package -- SSOP..........     8-56    Smallest of the SOP          Pagers, disk drives,
packages designed for        portable audio and video
portable products which      products and wireless
require reduced size and     telecommunications products
weight
MicroLeadframe(TM).........     4-68    Package designed for low     Telecommunications and
lead-count devices           wireless telecommunications
requiring reduced size and   products and personal
improved thermal and         digital assistants (PDAs)
electrical performance
ePad(TM), ExposedPad(TM)...    8-208    Thermally and electrically-  Pagers, disk drives and
enhanced TQFP and TSSOP      wireless telecommunications
packages                     products
Multi-Chip
Package -- MCP...........     8-44    Package designed to          FLASH memory devices, audio
integrate two or more die    and video products,
to maximize their operating  portable consumer
performance                  electronics,
telecommunications and
wireless telecommunications
products and electronic
automotive components

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Laminate Packages

The laminate family is our newest package offering. This family employs the
ball grid array design which utilizes a plastic or tape laminate substrate
rather than a leadframe substrate and places the electrical connections on the
bottom of the package rather than around the perimeter.

The ball grid array format was developed to address the need for higher
lead counts required by advanced semiconductor devices. As the number of leads
surrounding the package increased, packagers increased the proximity of the
leads to one another in an attempt to maintain the size of the package. The
nearness of one lead to another resulted in electrical shorting problems, and
required the development of increasingly sophisticated and expensive techniques
for producing circuit boards to accommodate the high number of leads.

The ball grid array format solved this problem by effectively creating
leads on the bottom of the package in the form of small bumps or balls. These
balls can be evenly distributed across the entire bottom surface of the package,
allowing greater distance between the individual leads. For the highest lead
count devices, the ball grid array configuration can be manufactured less
expensively and requires less delicate handling at installation.

Our first package format in this family was the plastic ball grid array
(PBGA). We have subsequently designed or licensed additional ball grid array
package formats that have superior performance characteristics and features that
enable low-cost, high-volume manufacturing. These new laminate products include:

- SuperBGA(R), which includes a copper layer to dissipate heat and is
designed for low-profile, high-power applications;

- BGA(R), which is designed to be approximately the same size as the chip
and uses a thinner tape substrate rather than a plastic laminate
substrate; and

- ChipArray(R) BGA, which allows the package to be as small as 1.5 mm
larger than the chip itself.

ChipArray(R) BGA, TapeSuper BGA(R), TapeArray(TM)BGA and WaferScale Chip
Scale Package are extensions of other ball grid array packages that further
reduce package size and increase manufacturing efficiency.

The following table presents our laminate packages, including the number of
leads and the description of and end uses for each package format.

NUMBER
PACKAGE FORMAT              OF LEADS          DESCRIPTION                   END USES
--------------              --------          -----------                   --------

Plastic Ball Grid Array --
PBGA....................   119-928   Ball grid array package     Laptop computers, disk
designed for applications   drives, video cameras,
which require high          global positioning systems
performance                 (GPS), wireless
telecommunications
products and standard
connections for
peripherals to computers
(PCMCIA)
SuperBGA(R)...............   168-600   Higher-performance,         Laptop and palmtop
thermally-enhanced BGA      computers, personal
package designed for        digital assistants (PDAs),
digital signal processors   video graphical user
(DSPs), application         interfaces (video GUI),
specific integrated         central processing units
(ASICs) and                 (CPUs) and wireless
microprocessors             telecommunications
products circuits
fleXBGA(R)................   132-672   Low-profile package         Laptop computers, disk
designed to support a       drives, pagers, video
densely-packed ball grid    products and wireless
array for high lead count   telecommunications
devices                     products

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NUMBER
PACKAGE FORMAT              OF LEADS          DESCRIPTION                   END USES
--------------              --------          -----------                   --------

Micro Ball Grid Array --
BGA(R)..................     8-100   Package approximately the   Laptop and palmtop
size of the die designed    computers, disk drives,
for applications which      personal digital
require small size and      assistants (PDAs), video
light weight such as        products, portable
memory devices, including   consumer products and
FLASH, SRAM and Rambus      wireless
DRAM, microprocessors, and  telecommunications
applications specific       products
integrated circuits
(ASICs)
ChipArray(R) BGA..........     8-208   Extension of PBGA package   Laptop and palmtop
designed for logic, analog  computers, personal
and memory devices and      digital assistants (PDAs),
application specific        global positioning systems
integrated circuits         (GPS), telecommunications
(ASICs)                     and wireless
telecommunications
products
TapeSuperBGA(R)...........   256-696   Extension of SuperBGA(R)    High-performance computers
package designed for high   such as workstations and
lead count devices          servers, data
communication products and
internet routers
TapeArray(TM) BGA.........    48-256   Extension of fleXBGA(R)     Palmtop computers, disk
package designed for        drives, personal digital
logic, analog and memory    assistants (PDAs), global
devices and application     positioning systems (GPS),
specific integrated         digital consumer
circuits (ASICs)            electronics and wireless
telecommunications
products
WaferScale Chip Scale
Package -- wsCSP(TM)....    40-200   Extension of BGA(R)         Laptop and palmtop
package designed for logic  computers, personal
and memory devices and      digital assistants (PDAs)
other low lead counts       and telecommunications and
devices                     wireless
telecommunications
products
Flip Chip BGA.............   36-1900   Package with latest         High-performance computers
interconnect technology     such as workstations and
that delivers improved      servers, data
electrical performance to   communications products
devices requiring a large   and internet routers
number of leads in a small
package
Multi-Chip Package
PBGA -- MCP PBGA........   119-456   Extension of PBGA package   Modems, wireless
designed to integrate two   telecommunications
or more logic, analog and   products and electronic
memory devices and          automotive components
application specific
integrated circuits
(ASICs) to maximize their
operating performance
High-Performance BGA --
HPBGA...................  300-1000   Cavity type laminate        Network servers, Internet
package                     router and wireless base
stations
VisionPak(TM).............      8-48   Ceramic ball grid array     Bar code scanners, digital
or   package in which            still cameras, digital
custom   photographic-quality glass  video conferencing and
is mounted above the die    electronic toys

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Test Services

We also provide our customers with services to test the specifications of
semiconductor devices. We have the capability to test digital logic, analog and
mixed signal products. Although test services accounted for only 6.7%, 5.2% and
4.7% of our net revenues and were performed on only 17%, 17% and 14% of the
total units shipped in 2000, 1999 and 1998, respectively, we believe that our
ability to provide both packaging and test services at the same location
provides us with a competitive advantage.

System in Package (SiP)

To capitalize on an increasing customer demand for multi-chip modules, we
created our "System-in-Package" (SiP) business unit. A SiP module is an
integrated solution that uses both advanced packaging and traditional surface
mount techniques to enable the combination of otherwise incompatible
technologies in a single, highly reliable package. By integrating various system
elements into a single-function block, the SiP module delivers space and power
efficiency, high performance, and lower production costs. SiP technology has
been utilized in manufacturing of wireless technology, memory cards and sensors.
Our SiP revenues for 2000 were $6.8 million. We expect to continue to build our
SiP infrastructure and production capabilities and broaden our product offering
in 2001.

WAFER FABRICATION SERVICES

In January 1998, we entered into a supply agreement with ASI to market
wafer fabrication services provided by ASI's semiconductor wafer fabrication
facility. Using .25 micron and .18 micron complementary metal oxide silicon
("CMOS") process technology provided by Texas Instruments, this facility
currently has a capacity to produce 28,000 eight-inch wafers per month. The
wafer fabrication facility primarily manufactures digital signal processors
("DSPs"), application-specific integrated circuits ("ASICs") and other logic
devices, which are found in many advanced electronic products.

We plan to continue to focus our semiconductor technology development
efforts to serve the high-performance digital logic market. However, as
technological capability evolves and the need for new CMOS designs arises, we
anticipate adding embedded memory and special analog functionality to our core
CMOS technology. We can provide a complete turnkey solution comprised of wafer
fabrication, packaging and test services. We believe that this will enable
customers to achieve faster time to market for new products and reduce
manufacturing costs.

Agreements With ASI and Texas Instruments

Texas Instruments and our company have entered into a Manufacturing and
Purchase Agreement pursuant to which Texas Instruments has agreed to purchase
from us at least 40% of the capacity of ASI's wafer fabrication facility, and
under certain circumstances has the right to purchase 70% of the wafer
fabrication facility's capacity.

The Texas Instruments Manufacturing and Purchasing Agreement terminates on
December 31, 2007, unless it has been previously terminated. The agreement may
be terminated upon, among other things: (1) the consent of ASI, Texas
Instruments and our company, (2) a material breach by ASI, Texas Instruments or
our company and (3) the failure of ASI to protect Texas Instruments'
intellectual property. During any such two-year notice period, Texas Instruments
will only be obligated to purchase a minimum of 20% of the wafer fabrication
facility's capacity.

Under the Texas Instruments Technology Agreements, ASI has a license to use
Texas Instruments' technology only to provide wafer fabrication services to
Texas Instruments. For more information regarding the risks to our company of
this relationship and ASI's limited technology license, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations -- Risk
Factors that May Affect Future Operating Performance" in Item 7 of this annual
report.

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RESEARCH AND DEVELOPMENT

Our research and development efforts focus on developing new package
designs and improving the efficiency and capabilities of our existing production
processes. We believe that technology development is one of the key success
factors in the semiconductor packaging and test market and believe that we have
a distinct advantage in this area. Our research and development efforts support
our customers needs for smaller packages and increased functionality. We
continue to invest our research and development resources to continue the
development of our Flip Chip interconnection solutions, our System-in-Package
technology, that uses both advanced packaging and traditional surface mount
techniques to enable the combination of technologies in a single chip, and our
Chip Scale packages that are nearly the size of the semiconductor die.

We employ approximately 350 persons in research and development activities.
In addition, we involve management and operations personnel in research and
development activities. In 2000, 1999 and 1998, we spent $26.1 million, $11.4
million and $8.3 million, respectively, on research and development. We expect
to continue to invest in research and development.

We intend to continue to develop leading-edge packaging technologies. We
believe that our focus on research and product development will enable us to
enter new markets early, capture market share and promote the adoption of our
new package designs as industry standards. We seek to enhance our in-house
research and development capability through the following activities:

- We are collaborating with customers to gain access to technology roadmaps
for the next generation of semiconductor designs;

- We are collaborating with companies, such as Toshiba Corporation, SanDisk
Corporation, Ericsson Corporation, and Nokia Group, which purchase
semiconductor devices from our customers, to design new packages that
function with the next generation of electronic products; and

- We are implementing new package designs by entering into technology
alliances and by licensing leading-edge designs from others. For example,
we have entered into a strategic alliance with Sharp Corporation to
promote chip scale packaging with fleXBGA(R). We have licensed from
Tessera, Inc. their BGA(R) design. We have also licensed "flip-chip"
package technology from LSI Logic Corporation.

MARKETING AND SALES

We sell our packaging and test services and wafer fabrication services to
our customers and support them through a network of international offices. To
better serve our customers, our offices are located near our largest customers
or near a concentration of several of our customers. Our office locations
include sites in the U.S. (Austin, Texas; Boise, Idaho; Boston, Massachusetts;
Chandler, Arizona; Dallas, Texas; Greensboro, North Carolina; Santa Clara,
California; and West Chester, Pennsylvania), France, Singapore, Taiwan, the
Philippines, Japan and Korea. We have historically derived a substantial
majority of our net revenues from U.S.-based customers.

To provide comprehensive sales and customer service, we assign each of our
customers a direct team consisting of an account manager, a technical program
manager and one or more customer support representatives. We also typically
support our largest multinational customers from multiple offices.

The direct teams are closely supported by an extended staff of product
managers, process and reliability engineers, marketing and advertising
specialists, information systems technicians and factory personnel. Together,
these direct and extended teams deliver an array of services to our customers.
These services include: (1) providing information and expert advice on packaging
solutions and trends, (2) managing the start-up of specific packaging and test
programs, (3) providing a continuous flow of information to the customers
regarding products and programs in process and (4) researching and helping to
resolve technical and logistical issues.

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We are implementing direct electronic links with our customers to enhance
communication and facilitate the flow of real-time engineering data and order
information. These links connect our customers to our sales and marketing
personnel worldwide and to our factories in the Philippines and in Korea.

CUSTOMERS

We currently have more than 220 customers, and our customers include many
of the largest semiconductor companies in the world. The table below lists our
top 50 customers in 2000:

Adaptec, Inc.
Advanced Micro Devices, Inc.
Agere Systems, Inc. (Formerly Lucent)
Agilent Technologies
Alcatel Mietec
Altera Corporation
American Micro Systems, Inc.
Analog Devices, Inc.
Atmel Corporation
Austria Mikro Systeme
Broadcom Corporation
Cirrus Logic
Conexant
Ericsson Components AB
Fairchild Semiconductor Corporation
IC Works Inc.
Infineon Technologies AG
Integrated Circuit Systems, Inc.
Integrated Device Technology, Inc.
Intel Corporation
International Business Machines Corp.
International Rectifier
Intersil Corporation
Lattice Semiconductor Corporation
Level One Communications, Inc.
LSI Logic Corporation
Maxim Integrated Circuits
Microchip Technology Inc.
Mitel Semiconductor
Motorola, Inc.
National Semiconductor Corp.
NEC Corporation Ltd.
NeoMagic Corporation
ON Semiconductor
Philips Electronics
Photobit Corporation
PMC-Sierra Inc.
R.F. Micro Devices
Robert Bosch GmbH
SEC-Onyane
Silicon Storage Technology, Inc.
Sony Corporation
ST Microelectronics PTE
Taiwan Semiconductor
Texas Instruments, Inc.
Toshiba
Via Technologies Inc.
Vishay Intertechnology
Windbond Electronics Corporation
Xilinx, Inc.

We derive substantially all of our wafer fabrication revenues from Texas
Instruments (TI). Total net revenues derived from TI accounted for 14.1% and
16.5% of net revenues in 2000 and 1999, respectively. Revenues for services
provided to TI prior to 1999 were less than 10%. Intel Corporation, accounted
for approximately 14.1% and 20.6% of net revenues in 1999 and 1998,
respectively. Revenues for services provided to Intel for 2000 did not exceed
10%. Our company's five largest customers collectively accounted for 34.8%,
43.6% and 41.6% of net revenues in 2000, 1999 and 1998, respectively. The
companies that constitute our five largest customers vary. For 2000, we had
eleven customers that each represented greater than 3% of our net revenues and
that group collectively accounted for 55.6% of our net revenues.

MATERIALS AND EQUIPMENT

Our packaging operations depend upon obtaining adequate supplies of
materials and equipment on a timely basis. The principal materials used in our
packaging process are leadframes or laminate substrates, gold wire and molding
compound. We purchase materials based on customer orders, and our customers are
generally responsible for any unused materials in excess of the quantity that
they indicated that they would need.

We work closely with our primary material suppliers to insure that
materials are available and delivered on time. Moreover, we also negotiate
worldwide pricing agreements with our major suppliers to take advantage

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of the scale of our operations. We are not dependent on any one supplier for a
substantial portion of our material requirements.

Our packaging operations and our expansion plans also depend on obtaining
adequate supplies of manufacturing equipment on a timely basis. We work closely
with major equipment suppliers to insure that equipment is delivered on time and
that the equipment meets our stringent performance specifications.

For a discussion of additional risks associated with our materials and
equipment suppliers, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Risk Factors that May Affect Future
Operating Performance" in Item 7 of this annual report.

ENVIRONMENTAL MATTERS

For a discussion of the environmental issues and risks facing us, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Risk Factors that May Affect Future Operating
Performance -- Environmental Regulations" in Item 7 of this annual report.

COMPETITION

The independent semiconductor packaging and test market is very
competitive. Our company along with our 12 principal competitors accounted for
approximately 89% of the outsourced packaging and test market.

We face substantial competition from established packaging and test service
providers primarily located in Asia, including companies with significant
manufacturing capacity, financial resources, research and development
operations, marketing and other capabilities. These companies include Advanced
Semiconductor Engineering, Inc., ASE Test Limited, ASAT Ltd., Astra
International, Carsem Bhd., ChipPAC Incorporated, Oriental Semiconductor
Engineering, ST Assembly and Test Services, Siliconware Precision Industries
Co., Ltd. and Shinko Electric Industries Co., Ltd. Such companies have also
established relationships with many large semiconductor companies that are
current or potential customers of our company. On a larger scale, we also
compete with the internal semiconductor packaging and test capabilities of many
of our customers.

The principal elements of competition in the independent semiconductor
packaging market include: (1) breadth of package offering, (2) technical
competence, (3) new package design and implementation, (4) manufacturing yields,
(5) manufacturing cycle times, (6) customer service and (7) price. We believe
that we generally compete favorably with respect to each of these factors.

The independent wafer fabrication business is also highly competitive. Our
wafer fabrication services compete primarily with independent semiconductor
wafer foundries, including those of Chartered Semiconductor Manufacturing, Inc.,
Taiwan Semiconductor Manufacturing Company, Ltd. and United Microelectronics
Corporation. Each of these companies has significant manufacturing capacity,
financial resources, research and development operations, marketing and other
capabilities and has been operating for some time. We also expect to compete
with device manufacturers that provide semiconductor wafer fabrication facility
services for other semiconductor companies, such as LG Semicon Co., Ltd.,
Hitachi, Ltd., Toshiba Corp. and Winbond Electronics Corporation. Each of these
independent semiconductor wafer foundries, and many of these companies have also
established relationships with many large semiconductor companies that are
current or potential customers of our company.

The principal elements of competition in the wafer fabrication facility
market include: (1) technical competence, (2) new semiconductor wafer design and
implementation, (3) manufacturing yields, (4) manufacturing cycle times, (5)
customer service and (6) price. As with the independent semiconductor packaging
market, we believe that we generally compete favorably with respect to each of
these factors.

INTELLECTUAL PROPERTY

As of February 2001, we held 88 U.S. patents, and we had 206 pending
patents and we were preparing an additional 55 patent applications for filing.
In addition to the U.S. patents we held 619 patents in foreign jurisdictions. We
expect to continue to file patent applications when appropriate to protect our
proprietary

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technologies, but we cannot assure you that we will receive patents from pending
or future applications. In addition, any patents we obtain may be challenged,
invalidated or circumvented and may not provide meaningful protection or other
commercial advantage to us. We also enter into agreements with other developers
of packaging technology to license or otherwise obtain certain process or
packaging technologies.

We may need to enforce our patents or other intellectual property rights or
to defend our company against claimed infringement of the rights of others
through litigation, which could result in substantial cost and diversion of our
resources. If we fail to obtain necessary licenses or if we face litigation
relating to patent infringement or other intellectual property matters, our
business could suffer.

Although we are not currently a party to any material litigation, the
semiconductor industry is characterized by frequent claims regarding patent and
other intellectual property rights. If any third party makes a valid claim
against our company or ASI, our company or ASI could be required to: (1)
discontinue the use of certain processes, (2) cease the manufacture, use, import
and sale of infringing products, (3) pay substantial damages, (4) develop
non-infringing technologies or (5) acquire licenses to the technology we had
allegedly infringed. Our business, financial condition and results of operations
could be materially and adversely affected by any of these negative
developments.

EMPLOYEES

As of December 31, 2000, we had approximately 22,715 full-time employees.
Of these employees, 18,680 were engaged in manufacturing, 2,515 were engaged in
manufacturing support, 350 were engaged in research and development, 290 were
engaged in marketing and sales and 880 were engaged in finance, business
management and administration. We believe that our relations with our employees
are good. We have never experienced a work stoppage in any of our factories. Our
employees in the U.S. and the Philippines are not represented by a collective
bargaining unit. Certain members of our factories in Korea are members of a
union, and all employees at these factories are subject to collective bargaining
agreements.

ITEM 2.  PROPERTIES

We provide packaging and test services through our four factories in the
Philippines and our four factories in Korea. We also source wafer fabrication
services from ASI's semiconductor wafer fabrication facility located in Korea
pursuant to a supply agreement. In addition, we have a research and development
facility at our Chandler, Arizona site.

We believe that total quality management is a vital component of our
advanced manufacturing capabilities. We have established a comprehensive quality
operating system designed to: (1) promote continuous improvements in our
products and (2) maximize manufacturing yields at high volume production without
sacrificing the highest quality standards. The majority of our factories are
ISO9001, ISO9002, ISO14001, QS9000 and SAC Level I certified. Additionally, as
we acquire or construct additional factories we commence the quality
certification process to meet the certification standards of our existing
facilities. We believe that many of our customers prefer to purchase from
quality certified suppliers. In addition to providing world-class manufacturing
services, our factories in the Philippines and Korea provide purchasing,
engineering and customer service support.

The size, location, and manufacturing services provided by each of our
company's and ASI's factories, are set forth in the table below.

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APPROXIMATE
FACTORY SIZE
LOCATION                                 (SQUARE FEET)                   SERVICES
--------                                 -------------                   --------

OUR FACTORIES
Muntinlupa, Philippines(P1)                 547,000       Packaging and test services
Packaging and process development
Muntinlupa, Philippines(P2)                 112,000       Packaging services
Province of Laguna, Philippines(P3)         406,000       Packaging and test services
Province of Laguna, Philippines(P4)         200,000       Test services
Seoul, Korea(K1)                            670,000       Packaging services
Package and process development
Pucheon, Korea(K2)                          271,000       Packaging services
Pupyong, Korea(K3)                          428,000       Packaging and test services
Kwangju, Korea(K4)                          779,000       Packaging and test services
Wichita, KS                                  30,000       Test services
San Jose, CA                                 23,000       Test services

ASI'S FACTORY
Pucheon, Korea                              480,000       Wafer fabrication services

In January 2001, we began operating a 140,000 square foot packaging and
test factory in Japan through a joint venture with Toshiba Corporation. Also in
January 2001, we announced our intention to open a 115,000 square foot packaging
and test manufacturing facility in China.

Our operational headquarters is located in Chandler, Arizona, and our
administrative headquarters is located in West Chester, Pennsylvania. In
addition to an executive staff, the Chandler, Arizona campus houses: (1) sales
and customer service for the southwest region, (2) product management planning
and marketing and (3) a 121,000 square foot center for technical design and
research and development. The West Chester location houses finance and
accounting, legal, and information systems, and serves as a satellite sales
office for our eastern sales region.

ITEM 3.  LEGAL PROCEEDINGS

In the ordinary course of business we may be involved in legal proceedings
from time to time. As of the date of this annual report, there are no material
proceedings pending against us.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the
fourth fiscal quarter of the fiscal year ended December 31, 2000.

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the Nasdaq National Market under the symbol
"AMKR." Public trading of the common stock began on May 1, 1998. Prior to that,
there was no public market for our common stock.

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The following table sets forth, for the periods indicated, the high and low sale
price per share of our common stock as quoted on the Nasdaq National Market.

HIGH        LOW
--------    --------

2000
First Quarter.............................................  $64.5625    $24.6875
Second Quarter............................................   61.6250     29.1875
Third Quarter.............................................   38.8125     22.3750
Fourth Quarter............................................   26.3750     12.0000
1999
First Quarter.............................................  $12.5625    $ 7.1875
Second Quarter............................................   10.6250      7.0938
Third Quarter.............................................   22.8750      9.1250
Fourth Quarter............................................   29.5625     15.6250

There were approximately 257 holders of record as of February 28, 2001 of
our common stock.

DIVIDEND POLICY

We currently expect to retain future earnings, if any, for use in the
operation and expansion of our business and do not anticipate paying any cash
dividends in the foreseeable future. In addition, our secured bank debt
agreements and the indentures governing our senior, senior subordinated and
convertible subordinated notes restrict our ability to pay dividends.

RECENT SALES OF UNREGISTERED SECURITIES

In April and May 2000 we raised an aggregate of $410 million in equity
financing through the sale to a group of private investors an aggregate of 20.5
million shares of our common stock at a price of $20.00 per share. In addition,
we issued these investors four-year warrants for an aggregate of 3.9 million
shares of common stock with a strike price of $27.50 per share. The common stock
and warrants were issued in reliance on Rule 506 promulgated under the
Securities Act of 1933, as amended. We used the net proceeds from this financing
to partially fund the acquisition of three semiconductor packaging factories
from Anam Semiconductor, Inc.

On March 17, 2000, we issued $258.75 million (including amounts issued
pursuant to the exercise of an over-allotment exercise) of principal of 5%
convertible subordinated notes due 2007 (the "Notes") to a group of initial
purchasers. The Notes were issued in reliance on Rule 144A and Regulation S
promulgated under the Securities Act of 1933, as amended. We subsequently
registered the Notes for resale by the holders of the Notes in a Registration
Statement on Form S-3 filed with the Securities and Exchange Commission on June
19, 2000 (File No. 333-39642), as amended. The Notes are convertible into our
common stock at the option of the holder at any time prior to maturity at a
conversion price of $57.34 per share. The Notes are subordinated in right of
payment to all of our existing and future senior debt. We used the net proceeds
of the offering to partially fund the acquisition of three semiconductor
packaging factories from Anam Semiconductor, Inc.

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ITEM 6.  SELECTED FINANCIAL DATA

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

We have derived the selected historical consolidated financial data
presented below for, and as of the end of, each of the years in the five-year
period ended December 31, 2000 from our consolidated financial statements. You
should read the selected consolidated financial data set forth below in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and the
related notes, included elsewhere in this annual report.

We have presented amortization of goodwill and acquired intangibles as a
separate line item below gross profit. Previously reported amounts have been
reclassified from cost of revenues to conform with the current presentation.

YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
2000         1999         1998         1997         1996
----------   ----------   ----------   ----------   ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

INCOME STATEMENT DATA:
Net revenues.................................  $2,387,294   $1,909,972   $1,567,983   $1,455,761   $1,171,001
Cost of revenues -- including purchases from
ASI........................................   1,782,158    1,560,816    1,307,150    1,242,669    1,022,078
----------   ----------   ----------   ----------   ----------
Gross profit.................................     605,136      349,156      260,833      213,092      148,923
----------   ----------   ----------   ----------   ----------
Operating expenses:
Selling, general and administrative........     192,623      144,538      118,392      103,021       66,465
Research and development...................      26,057       11,436        8,251        8,525       10,930
Amortization of goodwill and other acquired
intangibles..............................      63,080       17,105        1,454          705          160
----------   ----------   ----------   ----------   ----------
Total operating expenses..............     281,760      173,079      128,097      112,251       77,555
----------   ----------   ----------   ----------   ----------
Operating income.............................     323,376      176,077      132,736      100,841       71,368
----------   ----------   ----------   ----------   ----------
Other (income) expense:
Interest expense, net......................     119,840       45,364       18,005       32,241       22,245
Foreign currency (gain) loss...............       4,812          308        4,493         (835)       2,961
Other (income) expense, net(a).............       1,295       25,117        9,503        8,429        3,150
----------   ----------   ----------   ----------   ----------
Total other (income) expense..........     125,947       70,789       32,001       39,835       28,356
----------   ----------   ----------   ----------   ----------
Income before income taxes, equity in income
(loss) of investees and minority
interest...................................     197,429      105,288      100,735       61,006       43,012
Provision for income taxes(b)................      22,285       26,600       24,716        7,078        7,876
Equity in income (loss) of investees(c)......     (20,991)      (1,969)          --      (17,291)      (1,266)
Minority interest(d).........................          --           --          559       (6,644)         948
----------   ----------   ----------   ----------   ----------
Net income(b)................................  $  154,153   $   76,719   $   75,460   $   43,281   $   32,922
==========   ==========   ==========   ==========   ==========
Basic net income per common share............  $     1.06   $     0.64   $     0.71   $     0.52         0.40
==========   ==========   ==========   ==========   ==========
Diluted net income per common share..........  $     1.02   $     0.63   $     0.70   $     0.52         0.40
==========   ==========   ==========   ==========   ==========
Pro Forma Data (Unaudited)(b):
Historical income before income taxes, equity
in income (loss) of investees and minority
interest...................................                            $  100,735   $   61,006   $   43,012
Pro forma provision for income taxes.........                                29,216       10,691       10,776
----------   ----------   ----------
Pro forma income before equity in income
(loss) of investees and minority
interest...................................                                71,519       50,315       32,236
Historical equity in income (loss)of
investees(c)...............................                                    --      (17,291)      (1,266)
Historical minority interest.................                                   559       (6,644)         948
----------   ----------   ----------
Pro forma net income.........................                            $   70,960   $   39,668   $   30,022
==========   ==========   ==========

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YEAR ENDED DECEMBER 31,
--------------------------------------------------------------
2000         1999         1998         1997         1996
----------   ----------   ----------   ----------   ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Basic pro forma net income per common
share......................................                            $     0.67   $     0.48   $     0.36
==========   ==========   ==========
Diluted pro forma net income per common
share......................................                            $     0.66   $     0.48   $     0.36
==========   ==========   ==========
Shares used in computing pro forma basic net
income per common share....................     145,806      119,341      106,221       82,610       82,610
Shares used in computing pro forma diluted
net income per common share................     153,223      135,067      116,596       82,610       82,610
OTHER FINANCIAL DATA:
Depreciation and amortization................  $  332,909   $  180,332   $  119,239   $   81,864   $   57,825
Capital expenditures.........................     480,074      242,390      107,889      178,990      185,112
BALANCE SHEET DATA:
Cash and cash equivalents......................      93,517       98,045      227,587       90,917       49,664
Short-term investments.........................          --      136,595        1,000        2,521          881
Working capital (deficit)......................     102,586      194,352      191,383      (38,219)      36,785
Total assets...................................   3,393,284    1,755,089    1,003,597      855,592      804,864
Total long-term debt...........................   1,585,536      687,456      221,846      346,710      402,338
Total debt, including short-term borrowings and
current portion of long-term debt............   1,659,122      693,921      260,503      514,027      594,151
Stockholders' equity...........................   1,314,834      737,741      490,361       90,875       45,812

---------------
(a) In 1999 we recognized a pre-tax loss of $17.4 million as a result of the
early conversion of $153.6 million principal amount of our 5 3/4%
convertible subordinate notes due 2003.

(b) Prior to our reorganization in April 1998, our predecessor, Amkor
Electronics, Inc. ("AEI"), elected to be taxed as an S Corporation under the
Internal Revenue Code of 1986 and comparable state tax laws. As a result AEI
did not recognize any provision for federal income tax expense during the
periods presented. The pro forma provision for income taxes reflects the
U.S. federal income taxes that would have been recorded if AEI had been a C
Corporation during these periods.

(c) In 1997, we recognized a loss of $17.3 million resulting principally from
the impairment of value of our prior investment in ASI, which we sold in
February 1998.

(d) Represents ASI's 40% interest in the earnings of Amkor/Anam Pilipinas, Inc.
("AAP"), one of our subsidiaries in the Philippines. We purchased ASI's
interest in AAP with a portion of the proceeds from our initial public
offering in May 1998.

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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion contains forward-looking statements within the
meaning of the federal securities laws, including but not limited to statements
regarding: (1) the anticipated growth in the market for our products, (2) our
anticipated capital expenditures and financing needs, (3) our expected capacity
utilization rates, (4) our belief as to our future operating performance, (5)
statements regarding the future of our relationship with ASI and (6) other
statements that are not historical facts. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential," "continue" or the negative of these terms or other comparable
terminology. Because such statements include risks and uncertainties, actual
results may differ materially from those anticipated in such forward-looking
statements as a result of certain factors, including those set forth in the
following discussion as well as in "Risk Factors that May Affect Future
Operating Performance" and "Business." The following discussion provides
information and analysis of our results of operations for the three years ended
December 31, 2000 and our liquidity and capital resources. You should read the
following discussion in conjunction with "Selected Historical Consolidated
Financial Data" and our consolidated financial statements and the related notes,
included elsewhere in this annual report.

INDUSTRY AND BUSINESS OUTLOOK

Amkor is the world's largest independent provider of semiconductor
packaging and test services. The company has built a leading position through:
(i) one of the industry's broadest offerings of packaging and test services,
(ii) expertise in the development and implementation of packaging and test
technology, (iii) long-standing relationships with customers, and (iv) advanced
manufacturing capabilities. We also market the wafer fabrication output provided
by a foundry owned by Anam Semiconductor, Inc. (ASI). We currently have more
than 220 customers and our customers include 46 of the 50 largest semiconductor
companies. The semiconductors that we package and test for our customers are
ultimately components in communications, computer, industrial, consumer,
automotive and military systems.

Our business is tied to market conditions in the semiconductor industry,
which is highly cyclical. Based on industry estimates, from 1978 through 2000,
there were 10 years when semiconductor industry growth was 10 percent or less
and 13 years when growth was 19% or greater. The strength of the semiconductor
industry is dependent upon the strength of the computer and communications
systems markets. Since 1970, the semiconductor industry declined in 1975, 1985,
1996 and 1998. The semiconductor industry began to expand subsequent to the 1998
downturn with a growth rate of 19% and 36% in 1999 and 2000. Our growth rate in
1999 and 2000 was 22% and 25%, respectively. The historical trends in the
semiconductor industry are not necessarily indicative of the results of any
future period. The semiconductor industry has weakened significantly during the
fourth quarter of 2000 and conditions are expected to remain weak into 2001. Our
customers have reduced their forecasts as a result of the broad weakness in the
semiconductor industry, uncertainty about end market demand, and excess
inventory across the semiconductor industry supply chain. The significant
uncertainty throughout the industry is hindering the visibility throughout the
supply chain and that lack of visibility makes it difficult to forecast the end
of the weakness in the semiconductor industry. The weaker demand is expected to
adversely impact our results in 2001.

Prices for packaging and test services and wafer fabrication services have
declined over time. We have been able to partially offset the effect of price
declines by successfully developing and marketing new packages with higher
prices, such as advanced leadframe and laminate packages, negotiating lower
prices with our material vendors, and driving engineering and technological
changes in our packaging and test processes which resulted in reduced
manufacturing costs. We cannot assure you that we will be able to offset any
such price declines in the future.

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The weakness in the semiconductor industry is also adversely affecting the
demand for the wafer output from ASI's foundry. Beginning in the fourth quarter
and continuing into the first quarter of 2001, demand for wafers deteriorated as
a result of the weakness in the semiconductor industry and uncertainty about end
market demand. The capacity utilization of ASI's wafer foundry was approximately
47% in December 2000 as compared with a capacity utilization of approximately
89% for all of 2000. We expect our wafer fabrication services results and ASI's
operating results will be adversely impacted in 2001. ASI's results impact us
through our recording of our share of their results in accordance with the
equity method of accounting.

OVERVIEW OF OUR HISTORICAL RESULTS

Historically we performed packaging and test services at our factories in
the Philippines and subcontracted for additional services with ASI which
operated four packaging and test facilities in Korea. In May 1999, we acquired
K4, one of ASI's packaging and test facilities, and in May 2000 we acquired
ASI's remaining packaging and test facilities, K1, K2 and K3. With the
completion of our acquisition of K1, K2 and K3, we no longer depend upon ASI for
packaging or test services, but we continue to market ASI's wafer fabrication
services.

Historically, our cost of revenues has consisted principally of: (1)
service charges paid to ASI for packaging and test services performed for us,
(2) costs of materials and (3) labor and other costs at our factories. Service
charges paid to ASI and our gross margins on sales of services performed by ASI
were set in accordance with supply agreements with ASI, which provided for
periodic pricing adjustments based on changes in forecasted demand, product mix,
capacity utilization and fluctuations in exchange rates, as well as our mutual
long-term strategic interests. Fluctuations in service charges we paid to ASI
have historically had a significant effect on our gross margins. In addition,
our gross margins on sales of services performed by ASI have generally been
lower than our gross margins on sales of services performed by our factories in
the Philippines, but we had not previously borne any of ASI's fixed costs.
Effective with our May 2000 acquisition of K1, K2 and K3 and May 1999
acquisition of K4, we bear all of the costs associated with these factories, but
we no longer pay service charges to ASI for packaging and test services. We will
continue to incur costs of direct materials used in packages that we produce for
our customers. Because a portion of our costs at our factories in the
Philippines and Korea will remain fixed, increases or decreases in capacity
utilization rates may continue to have a significant effect on our gross profit.
The unit cost of packaging and test services generally decreases as fixed
charges, such as depreciation expense on our equipment, are allocated over a
larger number of units produced.

Ongoing Relationship with ASI

Under a wafer fabrication services supply agreement, we have the exclusive
right to all of the wafer output of ASI's wafer fabrication facility. Currently
we own 42% of ASI's outstanding voting stock. We will continue to report ASI's
results in our financial statements through the equity method of accounting. For
more information concerning our relationship with ASI, you should read
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Risk Factors that May Affect Future Operating Performance."

Financial Impact of Our Acquisition of K1, K2 and K3 and Investment in ASI on
Our Results of Operations

Historically we were very dependent on ASI's packaging and test operations.
Our dependence on ASI has decreased subsequent to our 1999 acquisition of the K4
factory, and with our May 2000 acquisition of the K1, K2 and K3 factories.
Because we historically sold substantially all of the output of K1, K2 and K3,
there was not and will not be a significant change in our revenues as a result
of this acquisition. Our gross profits improved since the cost to operate the
factories is less than the payments made to ASI under our previous supply
agreement with ASI. For the period under our ownership, K1, K2 and K3 generated
a combined gross margin comparable to other company owned factories. This
represented a significant overall improvement in gross margins as compared with
the historical gross margins of approximately 11% generated under the previous
ASI assembly and test supply agreement.

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The favorable increase in gross profits was offset by increased operating
expenses related to the operations of K1, K2 and K3 and the amortization of
$555.8 million of goodwill and acquired intangibles over a 10 year period. Our
interest expense increased due to the total debt we incurred to finance the
$950.0 million acquisition of K1, K2 and K3 and our $459.0 million investment in
ASI.

Our overall effective tax rate decreased due to the 100% tax holiday that
applies for seven years. We then will have a 50% tax holiday for three
additional years.

Our earnings included equity in income of ASI for the year ended December
31, 2000 of $4.9 million excluding $24.9 million of amortization of the excess
of the cost of our investment in ASI over our share of the underlying net
assets.

RESULTS OF OPERATIONS

The following table sets forth certain operating data as a percentage of
net revenues for the periods indicated:

YEAR ENDED DECEMBER 31,
-----------------------
2000     1999     1998
-----    -----    -----

Net revenues................................................  100.0%   100.0%   100.0%
Gross profit................................................   25.3     18.3     16.6
Operating income............................................   13.5      9.2      8.5
Income before income taxes, equity in income (loss) of
investees and minority interest...........................    8.3      5.5      6.4
Net income..................................................    6.5      4.0      4.8

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999

Net Revenues.  Net revenues increased $477.3 million, or 25.0%, to $2,387.3
million in 2000 from $1,910.0 million in 1999. Packaging and test net revenues
increased 24.3% to $2,009.7 million in 2000 from $1,617.2 million in 1999. Wafer
fabrication net revenues increased to $377.6 million in 2000 from $292.7 million
in 1999.

The increase in packaging and test net revenues was primarily attributable
to a significant increase in unit volumes. Overall unit volume increased
approximately 30.3% in 2000 compared to 1999. This overall unit volume increase
was driven by a 30.2% unit volume increase for advanced and laminate packages as
a result of a broad based demand for such packages. Unit volumes in our
traditional lead frame business increased 20.0%. In addition, changes in the mix
of products we are selling, to more advanced and laminate packages, also
provided an offset to overall price erosion. Offsetting the growth in unit
volumes and favorable changes in product mix was an erosion of the average
selling prices across all product lines of approximately 7% for 2000 as compared
to 1999. In addition, we believe revenues for the first half of 2000 were
adversely effected by advanced wafer capacity limitations at some of our
customer locations, a wafer production shift by one of our largest customers and
the loss of business in our P3 factory due to a laminate contamination issue all
of which occurred in the second quarter of 2000.

The increase in wafer fabrication net revenues represents the expanded
capacity of ASI's wafer fabrication facility from 18,000 wafers per month at the
end of 1999 to 26,600 wafers per month by the end of 2000. The capacity
utilization of ASI's wafer foundry was approximately 47% in December 2000 as
compared with a capacity utilization of approximately 89% for all of 2000.

Gross Profit.  Gross profit increased $256.0 million, or 73.3%, to $605.1
million, or 25.3% of net revenues, in 2000 from $349.2 million, or 18.3% of net
revenues, in 1999.

Gross margins were positively impacted by:

- Increasing unit volumes in 2000, which permitted better absorption of our
factories' substantial fixed costs, resulting in a lower manufacturing
cost per unit and improved gross margins; and

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- Improved gross margin on revenues from the output of K1, K2 and K3
following our acquisition in May 2000 and the benefit of a full year of
improved margin on revenues from the output of K4 following our May 1999
acquisition of K4.

The positive impact on gross margins was partially offset by:

- Average selling price erosion across our product lines; and

- Significant levels of capacity expansion and new product line
introductions in the Philippines and Korea that have a tendency to lower
the gross margins until a base level of customers are qualified.

Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased $48.1 million, or 33.3%, to $192.6 million, or
8.1% of net revenues, in 2000 from $144.5 million, or 7.6% of net revenues, in
1999. The increase in these costs was due to:

- Increased costs related to our Korean factories primarily as a result of
the assumption of the general and administrative expenses of K1, K2 and
K3 following our acquisition in May 2000 as well as the assumption of a
full year or such expenses for K4 which was acquired in May 1999; and

- Increased headcount and related personnel costs within our sales,
engineering support and System-in-Package groups.

Research and Development.  Research and development expenses increased
$14.6 million to $26.1 million, or 1.1% of net revenues, in 2000 from $11.4
million, or 0.6% of net revenues, in 1999. Increased research and development
expenses resulted from increased headcount and general development activities,
primarily the expansion of our Chandler, Arizona-based research facility and the
acquisition of the packaging and test research and development group within ASI
related to the K1, K2 and K3 transaction. Our research and development efforts
support our customers needs for smaller packages and increased functionality. We
continue to invest our research and development resources to continue the
development of our Flip Chip interconnection solutions, our System-in-Package
technology, that uses both advanced packaging and traditional surface mount
techniques to enable the combination of technologies in a single chip, and our
Chip Scale packages that are nearly the size of the semiconductor die.

Amortization of Goodwill and Other Acquired Intangibles.  Amortization of
goodwill and other acquired intangibles increased $46.0 million to $63.1 million
from $17.1 million in 1999. Increased amortization expense is a result of our
May 2000 acquisition of K1, K2 and K3.

Other (Income) Expense.  Other expenses increased $55.1 million, to $125.9
million, or 5.3% of net revenues, in 2000 from $70.8 million, or 3.7% of net
revenues, in 1999. The net increase in other expenses was primarily a result of
an increase in interest expense of $74.5 million. The increased interest expense
resulted from the issuance of $258.8 million of convertible subordinated notes,
$750.0 million of secured bank debt and an additional draw of $50.0 million from
the revolving credit line to fund our May 2000 acquisition of K1, K2 and K3 and
our investment in ASI. Additionally, the increased interest expense resulted
from having a full year of interest expense in 2000 related to the May 1999
issuance of senior and senior subordinated notes to fund the K4 acquisition.
During the fourth quarter of 1999 and continuing into 2000, we completed an
early conversion of a portion of the debt outstanding under the 5.75%
convertible subordinated notes due May 2003. Other expenses in 2000 and 1999
included a $0.3 million and $17.4 million non-cash charge, respectively,
associated with the early conversion of that debt. Other expenses were favorably
impacted by a savings of $3.1 million in accounts receivable securitization
charges as a result of the termination of the agreement at the end of March
2000.

Income Taxes.  Our effective tax rate in 2000 and 1999 was 11.3% and 25.3%,
respectively. The decrease in the effective tax rate in 2000 was due to the
higher operating profits at our factories that operate with tax holidays. The
tax returns for open years are subject to changes upon final examination.
Changes in the mix of income from our foreign subsidiaries, expiration of tax
holidays and changes in tax laws and regulations could result in increased
effective tax rates for us in the future.

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Equity in Loss of Investees.  Our earnings included equity in income of ASI
in 2000 and 1999 of $4.9 million and $0.5 million, respectively, excluding the
amortization of the excess of the cost of our investment above of our share of
the underlying net assets of $24.9 million and $2.2 million in 2000 and 1999,
respectively. Our investment in ASI increased to 41.6% as of October 2000 from
40.2% as of September 2000, 38.0% as of May 2000 and 18.0% as of October 1999.

Year Ended December 31, 1999 Compared to Year Ended December 31, 1998

Net Revenues.  Net revenues increased $342.0 million, or 21.8%, to $1,910.0
million in 1999 from $1,568.0 million in 1998. Packaging and test net revenues
increased 11.4% to $1,617.2 million in 1999 from $1,452.3 million in 1998. For
the same one-year periods, wafer fabrication net revenues increased to $292.7
million from $115.7 million.

The increase in packaging and test net revenues was primarily attributable
to a significant increase in unit volumes, which more than offset significant
average selling price erosion across all product lines. The average selling
price erosion was most severe in the second half of 1998 and has slowed during
1999 due to increases in product demand and decreases in excess factory
capacity. Offsetting this erosion in average selling prices was an overall unit
volume increase of approximately 30%. Growth in demand for our services was
driven by our customers in the PC and telecommunications industries.
Particularly strong was the demand for packages used in cellular phones and
internet enabling equipment. In addition, changes in the mix of products we are
selling, to more advanced and laminate packages, also provided an offset to
overall price erosion. During 1999, advanced and laminate packages, which have
higher average selling prices than traditional leadframe products, accounted for
60.2% of packaging and test net revenues compared to 53.8% in 1998.

The significant increase in wafer fabrication net revenues represents the
production ramp-up of the wafer fabrication facility, which began operation in
January 1998 and did not commence producing at near full installed capacity
until the beginning of 1999. ASI plans to expand the capacity of the wafer
fabrication facility from 18,000 wafers to 22,000 wafers per month by the end of
the first quarter of 2000.

Gross Profit.  Gross profit increased $88.3 million, or 33.9%, to $349.2
million, or 18.3% of net revenues, in 1999 from $260.8 million, or 16.6% of net
revenues, in 1998.

Gross margins were positively impacted by:

- Improved gross margin on the output of K4 following our acquisition of K4
in May 1999; and

- Increasing unit volumes during the third and fourth quarter of 1999,
which permitted better absorption of our factories' substantial fixed
costs, resulting in a lower manufacturing cost per unit and improved
gross margins.

The positive impact on gross margins was partially offset by:

- Increasing contribution to total revenues from our low margin wafer
fabrication services business. In 1999 wafer fabrication services net
revenues represented 15.3% of total net revenues compared to 7.4% of
total net revenues in 1998. In addition, beginning in 1999, our
contractual gross margin for this business under our supply agreement
with ASI was reduced to 10% from 15% in 1998; and

- Significant average selling price erosion across all product lines.

Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased $26.1 million, or 22.1%, to $144.5 million, or
7.6% of net revenues, in 1999 from $118.4 million, or 7.6% of net revenues, in
1998. The increase in these costs was due to:

- Increased headcount and related personnel costs at our marketing, sales
and wafer fabrication departments;

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- Increased headcount and related personnel costs at our P3 factory, which
continued to increase production capacity; and

- Increased costs related to the consolidation of K4 factory operations
during the second quarter of 1999 and general and administrative
expenses, including fees paid to ASI under the transition services
agreement.

Research and Development.  Research and development expenses increased $3.2
million, or 38.6%, to $11.4 million, or 0.6% of net revenues, in 1999 from $8.3
million, or 0.5% of net revenues, in 1998. Increased research and development
expenses resulted from increased headcount and general development activities,
primarily the expansion of our Chandler, Arizona-based research facility.

Amortization of Goodwill and Other Acquired Intangibles.  Amortization of
goodwill and other acquired intangibles increased $15.7 million to $17.1 million
from $1.5 million in 1998. Increased amortization expense is a result of our May
1999 acquisition of K4.

Other (Income) Expense.  Other expenses increased $38.8 million, or 121.2%,
to $70.8 million, or 3.7% of net revenues, in 1999 from $32.0 million, or 2.0%
of net revenues, in 1998. The net increase in other expenses was primarily a
result of:

- Increase in interest expense of $27.4 million. The increased interest
expense resulted from the May 1999 issuance of senior and senior
subordinated notes to fund the K4 acquisition, which more than offset the
decrease in interest expense resulting from the application of the
proceeds from our initial public offering in May 1998 against outstanding
debt;

- Decrease in foreign exchange losses of $4.2 million resulting from the
stabilization of the Philippine peso since the first quarter of 1998; and

- Increase in other expenses, which in 1999 included a $17.4 million
non-cash charge associated with the early conversion of $153.6 million of
our outstanding convertible subordinated notes in the fourth quarter.

Income Taxes.  Our effective tax rate in 1999 and 1998 was 25.3% and 24.5%,
respectively (29.0% in 1998 after giving effect to the pro forma adjustment for
income taxes). The decrease in the effective tax rate in 1999 was due to the
higher operating profits at our factories that operate with tax holidays.

Minority Interest.  Minority interest represented ASI's ownership in the
consolidated net income of Amkor/Anam Pilipinas, Inc. ("AAP"). Accordingly,
until the second quarter of 1998, we recorded a minority interest expense in our
consolidated financial statements relating to the minority interest in the net
income of AAP. In the second quarter of 1998, we purchased ASI's 40% interest in
AAP and, as a result, we now own substantially all of the common stock of AAP.
The acquisition of the minority interest resulted in the elimination of the
minority interest liability and in additional goodwill amortization of
approximately $2.5 million per year.

QUARTERLY RESULTS

The following table sets forth our unaudited consolidated financial data,
including as a percentage of our net revenues, for the last eight fiscal
quarters ended December 31, 2000. Our results of operations have varied and may
continue to vary from quarter to quarter and are not necessarily indicative of
the results of any future period. The results of the K4 packaging and test
factory acquired from ASI in May 1999 and the K1, K2 and K3 packaging and test
factories acquired from ASI in May 2000 are included in the consolidated
financial data from the date of the acquisitions.

We believe that we have included in the amounts stated below all necessary
adjustments, consisting only of normal recurring adjustments, for a fair
presentation of our selected quarterly data. You should read our selected
quarterly data in conjunction with our consolidated financial statements and the
related notes, included elsewhere in this annual report.

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27

Our net revenues, gross profit and operating income are generally lower in
the first quarter of the year as compared to the fourth quarter of the preceding
year primarily due to the combined effect of holidays in the U.S., the
Philippines and Korea. Semiconductor companies in the U.S. generally reduce
their production during the holidays at the end of December which results in a
significant decrease in orders for packaging and test services during the first
two weeks of January. In addition, we typically close our factories in the
Philippines for holidays in January, and we and ASI close our factories in Korea
for holidays in February.

We have presented amortization of goodwill and acquired intangibles as a
separate line item below gross profit. Previously reported amounts have been
reclassified from cost of revenues to conform with the current presentation.

QUARTER ENDED
-----------------------------------------------------------------------------------------
DEC. 31,   SEPT. 30,   JUNE 30,   MARCH 31,   DEC. 31,   SEPT. 30,   JUNE 30,   MARCH 31,
2000       2000        2000       2000        1999       1999        1999       1999
--------   ---------   --------   ---------   --------   ---------   --------   ---------

Net revenues..................  $636,871   $648,576    $547,036   $554,811    $538,274   $501,816    $449,925   $419,957
Cost of revenues -- including
purchases from ASI..........   465,419    469,518     407,441    439,780     428,367    396,532     379,132    356,785
--------   --------    --------   --------    --------   --------    --------   --------
Gross profit..............   171,452    179,058     139,595    115,031     109,907    105,284      70,793     63,172
--------   --------    --------   --------    --------   --------    --------   --------
Operating expenses:
Selling, general and
administrative............    53,759     50,083      46,884     41,897      39,559     40,202      34,844     29,933
Research and development....     8,976      8,838       4,872      3,371       3,352      2,990       2,843      2,251
Amortization of goodwill and
other acquired
intangibles...............    20,925     20,353      15,440      6,362       4,163      7,969       4,203        770
--------   --------    --------   --------    --------   --------    --------   --------
Total operating
expenses...........    83,660     79,274      67,196     51,630      47,074     51,161      41,890     32,954
--------   --------    --------   --------    --------   --------    --------   --------
Operating income..............    87,792     99,784      72,399     63,401      62,833     54,123      28,903     30,218
--------   --------    --------   --------    --------   --------    --------   --------
Net income....................  $ 40,890   $ 45,171    $ 30,936   $ 37,156    $ 20,186   $ 26,088    $ 11,520   $ 18,925
========   ========    ========   ========    ========   ========    ========   ========
Basic net income per common
share.......................  $    .27   $    .30    $    .21   $    .28    $   0.16   $   0.22    $   0.10   $   0.16
========   ========    ========   ========    ========   ========    ========   ========
Diluted net income per common
share.......................  $    .26   $    .28    $    .20   $    .27    $   0.16   $   0.21    $   0.10   $   0.16
========   ========    ========   ========    ========   ========    ========   ========

QUARTER ENDED
-----------------------------------------------------------------------------------------
DEC. 31,   SEPT. 30,   JUNE 30,   MARCH 31,   DEC. 31,   SEPT. 30,   JUNE 30,   MARCH 31,
2000       2000        2000       2000        1999       1999        1999       1999
--------   ---------   --------   ---------   --------   ---------   --------   ---------

Net revenues......................   100.0%      100.0%     100.0%      100.0%     100.0%      100.0%     100.0%      100.0%
Cost of revenues -- including
purchases from ASI..............    73.1        72.4       74.5        79.3       79.6        79.0       84.3        85.0
-----       -----      -----       -----      -----       -----      -----       -----
Gross profit..................    26.9        27.6       25.5        20.7       20.4        21.0       15.7        15.0
-----       -----      -----       -----      -----       -----      -----       -----
Operating expenses:
Selling, general and
administrative................     8.4         7.7        8.6         7.6        7.3         8.0        7.7         7.1
Research and development........     1.4         1.4        0.9         0.6        0.6         0.6        0.6         0.5
Amortization of goodwill and
other acquired intangibles....     3.3         3.1        2.8         1.1        0.7         1.6        1.0         0.2
-----       -----      -----       -----      -----       -----      -----       -----
Total operating
expenses...............    13.1        12.2       12.3         9.3        8.6        10.2        9.3         7.8
-----       -----      -----       -----      -----       -----      -----       -----
Operating income..................    13.8        15.4       13.2        11.4       11.7        10.8        6.4         7.2
-----       -----      -----       -----      -----       -----      -----       -----
Net income........................     6.4%        7.0%       5.7%        6.7%       3.8%        5.2%       2.6%        4.5%
=====       =====      =====       =====      =====       =====      =====       =====

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LIQUIDITY AND CAPITAL RESOURCES

Our ongoing primary cash needs are for equipment purchases, factory
expansions, interest and principal payments on our debt and working capital, in
addition to acquisitions and investments.

In February 2001, we sold $500.0 million principal amount of our 9.25%
senior notes due 2008 in a private placement. We used $387.5 million of the
$490.0 million of the net proceeds of this offering to repay amounts outstanding
under our secured bank facilities, and the balance of the net proceeds was
available to be used for general corporate and working capital purposes. In
March 2001, we amended the secured bank facilities to relax certain of the
covenants and to provide us with additional operating flexibility. As of
December 31, 2000, our total debt outstanding was $1,659.1 million. The
principal payments required under long-term debt borrowings on a pro forma basis
as of December 31, 2000 to reflect the incurrence in February 2001 of $500.0
million 9.25% senior notes due 2008 and the application of the net proceeds to
repay a portion of the amounts outstanding under the secured bank facilities are
as follows: 2001 -- $3.6 million, 2002 -- $3.6 million, 2003 -- $53.7 million,
2004 -- $168.1 million, 2005 -- $168.9 million and thereafter -- $1,383.8
million.

In January 2001, we began operating a joint venture with Toshiba
Corporation providing semiconductor packaging and test services in Japan. The
joint venture has been named Amkor Iwate Corporation. We own 60% of the joint
venture company. Within three years we are required to purchase the remaining
40% of the joint venture operation from Toshiba. The price will be determined
based on the performance of the joint venture during the three-year period but
cannot exceed 4 billion Japanese Yen (approximately $40 million subject to
exchange rate fluctuations). The joint venture took over the operations of the
existing packaging and test factory at a Toshiba facility and continues to
provide packaging and test services for Toshiba under a long-term supply
agreement.

On March 7, 2001, we announced that in separate transactions, that we will
acquire Taiwan Semiconductor Corporation (TSTC) and Sampo Semiconductor
Corporation (SSC) in Taiwan. Both TSTC and SSC signed letters of intent enabling
negotiations to proceed. Both agreements are expected to be finalized in April
2001. The purchase price will be paid principally through the issuance of
additional shares of our common stock.

In May 2000 we completed our purchase of ASI's remaining three packaging
and test factories, known as K1, K2 and K3 for a purchase price of $950.0
million. In connection with our acquisition of K1, K2 and K3 we made an
additional equity investment in ASI of $459.0 million and as of December 31,
2000 we owned 42% of ASI. We financed the acquisition and investment with the
proceeds of a $258.8 million convertible subordinated notes offering, a $410.0
million private equity financing, $750.0 million of secured bank debt and
approximately $103 million of cash on hand. The secured bank debt consists of a
$900.0 million secured bank facility that includes a $200.0 million revolving
credit line. As of December 31, 2000, $120.0 million was available under the
revolving credit line. The secured bank debt provides for amortization of the
drawn amount over a five to a five and one-half year period and quarterly
principal and interest payments. In conjunction with the private equity
financing, we issued 20.5 million shares of our common stock in the private
equity offering and granted warrants to purchase 3.9 million additional shares
of our common stock at $27.50 per share.

In connection with the new secured bank debt, we terminated a trade
receivables securitization agreement and repaid $71.5 million due under this
facility. The securitization agreement represented a commitment by a commercial
financial institution to purchase, with limited recourse, all right, title and
interest in up to $100 million in eligible receivables. In addition, we repaid
$11.4 million of additional secured term loans.

On May 17, 1999 we completed an asset purchase of ASI's newest and largest
packaging and test factory, K4, excluding cash and cash equivalents, notes and
accounts receivables, intercompany accounts and existing claims against third
parties. The purchase price for K4 was $575 million, plus the assumption of
approximately $7 million of employee benefit liabilities. In conjunction with
our purchase of K4, we completed a private placement in May 1999 to raise $425
million in senior notes and $200 million in senior subordinated notes.

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We have invested significant amounts of capital to increase our packaging
and test services capacity. During the last three years we constructed our P4
facility in the Philippines, added capacity in our other factories in the
Philippines and Korea and constructed a new research and development facility in
the U.S. During 2000, 1999 and 1998, we made capital expenditures of $480.1
million, $242.4 million and $175.8 million, respectively. We expect to spend
approximately $250 million in total capital expenditures in 2001, excluding any
capital requirements of the companies we expect to acquire in 2001, primarily to
support the development of our Flip Chip, System-in-Package, optic and high-end
BGA capabilities, and to build out additional manufacturing capacity at our K4
complex in Korea.

Covenants in the agreements governing our existing debt, and debt we may
incur in the future, may materially restrict our operations, including our
ability to incur debt, pay dividends, make certain investments and payments and
encumber or dispose of assets. In addition, financial covenants contained in
agreements relating to our existing and future debt could lead to a default in
the event our results of operations do not meet our plans. A default under one
debt instrument may also trigger cross-defaults under our other debt
instruments. An event of default under any debt instrument, if not cured or
waived, could have a material adverse effect on us.

Net cash provided by operating activities in 2000, 1999, and 1998 was
$373.8 million, $293.3 million and $238.0 million, respectively. Net cash used
in investing activities in 2000, 1999, and 1998 was $1,744.3 million, $996.7
million and $163.3 million, respectively. Net cash provided by financing
activities in 2000, 1999 and 1998 was $1,365.9 million, $573.9 million and $62.0
million, respectively.

The weakness in demand expected in 2001 for packaging, test and wafer
fabrication services will adversely affect our cash flow from operations. We
believe that our existing cash balances, available credit lines, cash flow from
operations and available equipment lease financing will be sufficient to meet
our projected capital expenditures, debt service, working capital and other cash
requirements for at least the next twelve months. We may require capital sooner
than currently expected. We cannot assure you that additional financing will be
available when we need it or, if available, that it will be available on
satisfactory terms. In addition, the terms of the new secured bank facility,
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 our company.

MARKET RISK SENSITIVITY

Our company is exposed to market risks, primarily related to foreign
currency and interest rate fluctuations. In the normal course of business, we
employ established policies and procedures to manage the exposure to
fluctuations in foreign currency values and changes in interest rates.

Foreign Currency Risks

Our company's primary exposures to foreign currency fluctuations are
associated with Philippine peso-based transactions and related peso-based assets
and liabilities, as well as Korean-won based transactions and related won-based
assets and liabilities. The objective in managing this foreign currency exposure
is to minimize the risk through minimizing the level of activity and financial
instruments denominated in pesos and won.

At December 31, 2000, the peso-based financial instruments primarily
consisted of cash, non-trade receivables, deferred tax assets and liabilities,
non-trade payables, accrued payroll, taxes and other expenses. Based on the
portfolio of peso-based assets and liabilities at December 31, 2000, a 20%
increase in the Philippine peso to U.S. dollar exchange rate would result in a
decrease of approximately $3.8 million, in peso-based net assets.

At December 31, 2000, the won-based financial instruments primarily
consisted of cash, non-trade receivables, non-trade payables, accrued payroll,
taxes and other expenses. Based on the portfolio of won-based assets and
liabilities at December 31, 2000, a 20% increase in the Korean won to U.S.
dollar exchange rate would result in a decrease of approximately $2.5 million,
in won-based net assets.

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Interest Rate Risks

Our company has interest rate risk with respect to our long-term debt. As
of December 31, 2000, we had a total of $1,659.1 million debt of which 56% was
fixed rate debt and 44% was variable rate debt. Our variable rate debt
principally consisted of amounts outstanding under our secured bank facilities
that included two term loans (Term A and Term B) and a $200.0 million revolving
credit line of which $80.0 million was drawn as of December 31, 2000. The fixed
rate debt consisted of senior notes, senior subordinated notes and convertible
subordinated notes. In February 2001, we sold $500.0 million principal amount of
our 9.25% senior notes due 2008 in a private placement. We used $387.5 million
of the $490.0 million of the net proceeds to repay amounts outstanding under the
Term A loans and revolving credit line. Assuming the incurrence of the 9.25%
senior notes due 2008 and the application of a portion of the net proceeds to
repay amounts outstanding under the Term A loans and the revolving credit line
as of December 31, 2000, we would have had on a pro forma basis $1,781.7 million
debt outstanding of which 80% would have been fixed rate debt. Changes in
interest rates have different impacts on our fixed and variable rate portions of
our debt portfolio. A change in interest rates on the fixed portion of the debt
portfolio impacts the fair value of the instrument but has no impact on interest
incurred or cash flows. A change in interest rates on the variable portion of
the debt portfolio impacts the interest incurred and cash flows but does not
impact the fair value of the instrument. The fair value of the convertible
subordinated notes is also impacted by the market price of our common stock.

The table below presents the interest rates, maturities and fair value of
our fixed and variable rate debt as of December 31, 2000.

YEAR ENDING DECEMBER 31,
------------------------------------------------                              FAIR
2001      2002      2003      2004       2005      THEREAFTER     TOTAL      VALUE
------    ------    ------    -------    -------    ----------    -------    -------

Long-term debt:
Fixed rate debt.....      --        --    50,191         --         --     883,750      933,941    831,141
Average interest
rate..............                        5.75%                             8.25%        7.63%
Variable rate
debt..............  73,586    73,551    73,556    238,113    266,375          --      725,181    725,181
Average interest
rate..............    10.8%     10.8%     10.8%      10.8%      10.8%                    10.8%

Equity Price Risks

Our outstanding 5.75% and 5% convertible subordinated notes are convertible
into common stock at $13.50 per share and $57.34 per share, respectively. As
stated above, we intend to repay our convertible subordinated notes upon
maturity, unless converted. If investors were to decide to convert their
convertible subordinated notes to common stock, our future earnings would
benefit from a reduction in interest expense and our earnings on a per share
basis would be diluted by the additional common stock issued. Additionally if
such conversion were induced by us, our earnings could include an additional
charge.

RISK FACTORS THAT MAY AFFECT FUTURE OPERATING PERFORMANCE

DEPENDENCE ON THE HIGHLY CYCLICAL SEMICONDUCTOR AND ELECTRONIC PRODUCTS
INDUSTRIES -- WE OPERATE IN VOLATILE INDUSTRIES, AND INDUSTRY DOWNTURNS HARM OUR
PERFORMANCE.

Our business is tied to market conditions in the semiconductor industry,
which is highly cyclical. Because our business is, and will continue to be,
dependent on the requirements of semiconductor companies for independent
packaging, test and wafer fabrication services, any downturn in the
semiconductor industry or any other industry that uses a significant number of
semiconductor devices, such as the personal computer and telecommunication
devices industries could have a material adverse effect on our business.

CONDITIONS IN THE SEMICONDUCTOR INDUSTRY HAVE WEAKENED SIGNIFICANTLY AND COULD
REMAIN WEAK OR WORSEN -- WE HAVE BEEN, AND MAY CONTINUE TO BE, AFFECTED BY THESE
TRENDS.

The semiconductor industry has weakened significantly recently and
conditions are expected to remain weak during 2001. The significant uncertainty
throughout the industry related to market demand is hindering the visibility
throughout the supply chain and that lack of visibility makes it difficult to
forecast the end of the weakness in the semiconductor industry. We experienced a
decline in die shipments during the fourth quarter

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of 2000 relative to the third quarter of 2000. Industry conditions continue to
deteriorate, resulting in a weakening of our customer forecasts across
substantially all industries and products. There can be no assurance that
overall industry conditions will not weaken further or last longer than we
currently expect, or what impact such a further or prolonged weakening would
have on our business.

FLUCTUATIONS IN OPERATING RESULTS -- OUR OPERATING RESULTS MAY VARY
SIGNIFICANTLY AS A RESULT OF FACTORS THAT WE CANNOT CONTROL.

Our operating results have varied significantly from period to period. Many
factors could materially and adversely affect our revenues, gross profit and
operating income, or lead to significant variability of quarterly or annual
operating results. These factors include, among others:

- the cyclical nature of both the semiconductor industry and the markets
addressed by end-users of semiconductors,

- the short-term nature of our customers' commitments, timing and volume of
orders relative to our production capacity,

- changes in our capacity utilization,

- evolutions in the life cycles of our customers' products,

- rescheduling and cancellation of large orders,

- erosion of packaging selling prices,

- fluctuations in wafer fabrication service charges paid to ASI,

- changes in costs, availability and delivery times of raw materials and
components and changes in costs and availability of labor,

- fluctuations in manufacturing yields,

- changes in product mix,

- timing of expenditures in anticipation of future orders,

- availability and cost of financing for expansion,

- ability to develop and implement new technologies on a timely basis,

- competitive factors,

- changes in effective tax rates,

- loss of key personnel or the shortage of available skilled workers,

- international political or economic events,

- currency and interest rate fluctuations,

- environmental events, and

- intellectual property transactions and disputes.

DECLINING AVERAGE SELLING PRICES -- THE SEMICONDUCTOR INDUSTRY PLACES DOWNWARD
PRESSURE ON THE PRICES OF OUR PRODUCTS.

Historically, prices for our packaging and test services and wafer
fabrication services have declined over time. Beginning in 1997, a worldwide
slowdown in demand for semiconductor devices led to excess capacity and
increased competition. As a result, price declines in 1998 accelerated. We
expect that average selling prices for our packaging and test services will
continue to decline in the future. If we cannot reduce the cost of our packaging
and test services and wafer fabrication services to offset a decline in average
selling prices, our future operating results could suffer.
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RELATIONSHIP WITH ASI -- OUR BUSINESS PERFORMANCE CAN BE ADVERSELY AFFECTED BY
ASI'S FINANCIAL PERFORMANCE OR A DISRUPTION IN THE WAFER FABRICATION SERVICES
ASI PROVIDES TO US.

We report ASI's financial results in our financial statements, and if ASI
encounters financial difficulties, our financial performance could suffer. As of
December 31, 2000 we owned approximately 42% of ASI's outstanding voting stock.
Accordingly, we report ASI's financial results in our financial statements
through the equity method of accounting. If ASI's results of operations are
adversely affected for any reason (including as a result of losses at its
consolidated subsidiaries and equity investees), our results of operations will
suffer as well. Financial or other problems affecting ASI could also lead to a
complete loss of our investment in ASI.

Our wafer fabrication business may suffer if ASI reduces its operations or
if our relationship with ASI is disrupted. Our wafer fabrication business
depends on ASI providing wafer fabrication services on a timely basis. If ASI
were to significantly reduce or curtail its operations for any reason, or if our
relationship with ASI were to be disrupted for any reason, our wafer fabrication
business would be harmed. We may not be able to identify and qualify alternate
suppliers of wafer fabrication services quickly, if at all. In addition, we
currently have no other qualified third party suppliers of wafer fabrication
services and do not have any plans to qualify additional third party suppliers.

Beginning in the fourth quarter and continuing into the first quarter of
2001, demand for wafers has deteriorated as a result of a broad based weakness
in the semiconductor industry and uncertainty about end market demand. The
capacity utilization of ASI's wafer foundry was approximately 47% in December
2000 as compared with a capacity utilization of approximately 89% for all of
2000. We expect our wafer fabrication service results and ASI's operating
results will be adversely impacted in 2001. ASI's results impact us through our
recording of our share of their results in accordance with the equity method of
accounting. The significant uncertainty throughout the industry related to
market demand is hindering the visibility throughout the supply chain and that
lack of visibility makes it difficult to forecast the end of the weakness in the
semiconductor industry.

ABSENCE OF BACKLOG -- WE MAY NOT BE ABLE TO ADJUST COSTS QUICKLY IF OUR
CUSTOMERS' DEMAND FALLS SUDDENLY.

Our packaging and test business does not typically operate with any
material backlog. We expect that in the future our packaging and test net
revenues in any quarter will continue to be substantially dependent upon our
customers' demand in that quarter. None of our customers has committed to
purchase any significant amount of packaging or test services or to provide us
with binding forecasts of demand for packaging and test services for any future
period. In addition, our customers could reduce, cancel or delay their purchases
of packaging and test services. Because a large portion of our costs is fixed
and our expense levels are based in part on our expectations of future revenues,
we may be unable to adjust costs in a timely manner to compensate for any
revenue shortfall.

CUSTOMER CONCENTRATION -- WE GENERATE A LARGE PERCENTAGE OF OUR NET REVENUES
FROM A RELATIVELY SMALL GROUP OF CUSTOMERS WHO HAVE NO MINIMUM PURCHASE
OBLIGATIONS.

We derive substantially all of our wafer fabrication revenues from Texas
Instruments (TI). Total net revenues derived from TI accounted for 14.1% and
16.5% of net revenues in 2000 and 1999, respectively. Revenues for services
provided to TI prior to 1999 were less than 10%. Intel Corporation, accounted
for approximately 14.1% and 20.6% of net revenues in 1999 and 1998,
respectively. Revenues for services provided to Intel for 2000 did not exceed
10%. Our company's five largest customers collectively accounted for 34.8%,
43.6% and 41.6% of net revenues in 2000, 1999 and 1998, respectively. The
companies that constitute our five largest customers vary. For 2000, we had
eleven customers that each represented greater than 3% of our net revenues and
that group collectively accounted for 55.6% of our net revenues. Our ability to
maintain close, satisfactory relationships with these customers is important to
the ongoing success and profitability of our business. We expect that we will
continue to be dependent upon a small number of customers for a significant
portion of our revenues in the future.

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RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS -- WE DEPEND ON OUR FACTORIES IN
KOREA AND THE PHILIPPINES. MANY OF OUR CUSTOMERS' OPERATIONS ARE ALSO LOCATED
OUTSIDE OF THE U.S.

We provide packaging and test services through our factories located in the
Philippines and Korea. We also source wafer fabrication services from ASI's
wafer fabrication facility in Korea. In addition, we have limited operations in
Japan and are beginning operations in China. Moreover, many of our customers'
operations are located outside the U.S. The following are some of the risks
inherent in doing business internationally:

- regulatory limitations imposed by foreign governments;

- fluctuations in currency exchange rates;

- political risks;

- disruptions or delays in shipments caused by customs brokers or
government agencies;

- unexpected changes in regulatory requirements, tariffs, customs, duties
and other trade barriers;

- difficulties in staffing and managing foreign operations; and

- potentially adverse tax consequences resulting from changes in tax laws.

MANAGEMENT OF GROWTH -- WE FACE CHALLENGES AS WE INTEGRATE NEW AND DIVERSE
OPERATIONS AND TRY TO ATTRACT QUALIFIED EMPLOYEES TO SUPPORT OUR EXPANSION
PLANS.

We have experienced, and may continue to experience, growth in the scope
and complexity of our operations and in the number of our employees. This growth
has strained our managerial, financial, manufacturing and other resources.
Future acquisitions may result in inefficiencies as we integrate new operations
and manage geographically diverse operations.

In order to manage our growth, we must continue to implement additional
operating and financial systems and controls. For example, we currently are in
the process of implementing a new management enterprise resource planning
system. If we fail to successfully implement such systems and controls in a
timely and cost-effective manner as we grow, our business and financial
performance could be materially adversely affected.

Our success depends to a significant extent upon the continued service of
our key senior management and technical personnel, any of whom would be
difficult to replace. In addition, in connection with our expansion plans, we
will be required to increase the number of qualified engineers and other
employees at our existing factories, as well as factories we may acquire.
Competition for qualified employees is intense, and our business could be
adversely affected by the loss of the services of any of our existing key
personnel. We cannot assure you that we will continue to be successful in hiring
and properly training sufficient numbers of qualified personnel and in
effectively managing our growth. Our inability to attract, retain, motivate and
train qualified new personnel could have a material adverse effect on our
business.

RISKS ASSOCIATED WITH OUR WAFER FABRICATION BUSINESS -- OUR WAFER FABRICATION
BUSINESS IS SUBSTANTIALLY DEPENDENT ON TEXAS INSTRUMENTS.

Our wafer fabrication business depends significantly upon Texas
Instruments. An agreement with ASI and Texas Instruments requires Texas
Instruments to purchase from us at least 40% of the capacity of ASI's wafer
fabrication facility, and under certain circumstances, Texas Instruments has the
right to purchase from us up to 70% of this capacity. From time to time, Texas
Instruments has failed to meet its minimum purchase obligations, and we cannot
assure you that Texas Instruments will meet its purchase obligations in the
future. If Texas Instruments fails to meet its purchase obligations, our
company's and ASI's businesses could be harmed. The capacity utilization of
ASI's wafer foundry has decreased significantly in 2001 as a result of the
weakness in the semiconductor industry. Texas Instruments as of the date of this
filing was not meeting the minimum purchase commitment and we along with ASI are
negotiating a resolution of the shortfall with Texas Instruments.

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Texas Instruments has transferred certain of its complementary metal oxide
silicon ("CMOS") process technology to ASI, and ASI is dependent upon Texas
Instruments' assistance for developing other state-of-the-art wafer
manufacturing processes. In addition, ASI's technology agreements with Texas
Instruments only cover 0.25 micron and 0.18 micron CMOS process technology.
Texas Instruments has not granted ASI a license under Texas Instruments' patents
to manufacture semiconductor wafers for third parties. Moreover, Texas
Instruments has no obligation to transfer any next-generation technology to ASI.
Our company's and ASI's businesses could be harmed if ASI cannot obtain new
technology on commercially reasonable terms or ASI's relationship with Texas
Instruments is disrupted for any reason.

DEPENDENCE ON MATERIALS AND EQUIPMENT SUPPLIERS -- OUR BUSINESS MAY SUFFER IF
THE COST OR SUPPLY OF MATERIALS OR EQUIPMENT CHANGES ADVERSELY.

We obtain from various vendors the materials and equipment required for the
packaging and test services performed by our factories. We source most of our
materials, including critical materials such as leadframes and laminate
substrates, from a limited group of suppliers. Furthermore, we purchase all of
our materials on a purchase order basis and have no long-term contracts with any
of our suppliers. Our business may be harmed if we cannot obtain materials and
other supplies from our vendors: (1) in a timely manner, (2) in sufficient
quantities, (3) in acceptable quality and (4) at competitive prices.

RAPID TECHNOLOGICAL CHANGE -- OUR BUSINESS WILL SUFFER IF WE CANNOT KEEP UP WITH
TECHNOLOGICAL ADVANCES IN OUR INDUSTRY.

The complexity and breadth of both semiconductor packaging and test
services and wafer fabrication are rapidly changing. As a result, we expect that
we will need to offer more advanced package designs and new wafer fabrication
technology in order to respond to competitive industry conditions and customer
requirements. Our success depends upon the ability of our company and ASI to
develop and implement new manufacturing processes and package design
technologies. The need to develop and maintain advanced packaging and wafer
fabrication capabilities and equipment could require significant research and
development and capital expenditures in future years. In addition, converting to
new package designs or process methodologies could result in delays in producing
new package types or advanced wafer designs that could adversely affect our
ability to meet customer orders.

Technological advances also typically lead to rapid and significant price
erosion and may make our existing products less competitive or our existing
inventories obsolete. If we cannot achieve advances in package design and wafer
fabrication technology or obtain access to advanced package designs and wafer
fabrication technology developed by others, our business could suffer.

COMPETITION -- WE COMPETE AGAINST LARGE AND ESTABLISHED COMPETITORS IN BOTH THE
PACKAGING AND TEST BUSINESS AND THE WAFER FABRICATION BUSINESS.

The independent semiconductor packaging and test market is very
competitive. This sector is comprised of 13 principal companies. We face
substantial competition from established packaging and test service providers
primarily located in Asia, including companies with significant manufacturing
capacity, financial resources, research and development operations, marketing
and other capabilities. These companies also have established relationships with
many large semiconductor companies that are current or potential customers of
our company. On a larger scale, we also compete with the internal semiconductor
packaging and test capabilities of many of our customers.

The independent wafer fabrication business is also highly competitive. Our
wafer fabrication services compete primarily with independent semiconductor
wafer foundries, including those of Chartered Semiconductor Manufacturing, Inc.,
Taiwan Semiconductor Manufacturing Company, Ltd. and United Microelectronics
Corporation. Each of these companies has significant manufacturing capacity,
financial resources, research and development operations, marketing and other
capabilities and has been operating for some time. Many of these companies have
also established relationships with many large semiconductor companies that

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are current or potential customers of our company. If we cannot compete
successfully in the future against existing or potential competitors, our
operating results would suffer.

ENVIRONMENTAL REGULATIONS -- FUTURE ENVIRONMENTAL REGULATIONS COULD PLACE
ADDITIONAL BURDENS ON OUR MANUFACTURING OPERATIONS.

The semiconductor packaging process uses chemicals and gases and generates
byproducts that are subject to extensive governmental regulations. For example,
we produce liquid waste when silicon wafers are diced into chips with the aid of
diamond saws, then cooled with running water. Federal, state and local
regulations in the United States, as well as environmental regulations in Korea
and the Philippines, impose various controls on the storage, handling, discharge
and disposal of chemicals used in our manufacturing processes and on the
factories we occupy.

Increasingly, public attention has focused on the environmental impact of
semiconductor manufacturing operations and the risk to neighbors of chemical
releases from such operations. In the future, applicable land use and
environmental regulations may: (1) impose upon us the need for additional
capital equipment or other process requirements, (2) restrict our ability to
expand our operations, (3) subject us to liability or (4) cause us to curtail
our operations.

PROTECTION OF INTELLECTUAL PROPERTY -- WE MAY BECOME INVOLVED IN INTELLECTUAL
PROPERTY LITIGATION.

As of February 2001, we held 88 U.S. patents, we had 206 pending patents
and we were preparing an additional 55 patent applications for filing. In
addition to the U.S. patents, we held 619 patents in foreign jurisdictions. We
expect to continue to file patent applications when appropriate to protect our
proprietary technologies, but we cannot assure you that we will receive patents
from pending or future applications. In addition, any patents we obtain may be
challenged, invalidated or circumvented and may not provide meaningful
protection or other commercial advantage to us.

We may need to enforce our patents or other intellectual property rights or
to defend our company against claimed infringement of the rights of others
through litigation, which could result in substantial cost and diversion of our
resources. If we fail to obtain necessary licenses or if we face litigation
relating to patent infringement or other intellectual property matters, our
business could suffer.

Although we are not currently a party to any material litigation, the
semiconductor industry is characterized by frequent claims regarding patent and
other intellectual property rights. If any third party makes a valid claim
against us, we could be required to:

- discontinue the use of certain processes;

- cease the manufacture, use, import and sale of infringing products;

- pay substantial damages;

- develop non-infringing technologies; or

- acquire licenses to the technology we had allegedly infringed.

Our business, financial condition and results of operations could be
materially and adversely affected by any of these negative developments.

In addition, Texas Instruments has granted ASI very limited licenses under
certain technology agreements, including a license under Texas Instruments'
trade secret rights to use Texas Instruments' technology in connection with
ASI's provision of wafer fabrication services. However, Texas Instruments has
not granted ASI a license under Texas Instruments' patents to manufacture
semiconductor wafers for third parties. Furthermore, Texas Instruments has
reserved the right to bring infringement claims against our customers or
customers of ASI with respect to semiconductor wafers purchased from us or ASI.
Such customers and others could in turn subject us or ASI to litigation in
connection with the sale of semiconductor wafers produced by ASI.

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CONTINUED CONTROL BY EXISTING STOCKHOLDERS -- MR. JAMES KIM AND MEMBERS OF HIS
FAMILY CAN DETERMINE THE OUTCOME OF ALL MATTERS REQUIRING STOCKHOLDER APPROVAL.

As of December 31, 2000, Mr. James Kim and members of his family
beneficially owned approximately 51% of our outstanding common stock. Mr. James
Kim's family, acting together, will effectively control all matters submitted
for approval by our stockholders. These matters could include:

- the election of all of the members of our Board of Directors;

- proxy contests;

- approvals of transactions between our company and ASI or other entities
in which Mr. James Kim and members of his family have an interest,
including transactions which may involve a conflict of interest;

- mergers involving our company;

- tender offers; and

- open market purchase programs or other purchases of our common stock.

HIGH LEVERAGE AND RESTRICTIVE COVENANTS -- OUR SUBSTANTIAL INDEBTEDNESS COULD
MATERIALLY RESTRICT OUR OPERATIONS AND ADVERSELY AFFECT OUR FINANCIAL CONDITION.

Substantial Leverage.  We now have, and for the foreseeable future will
have, a significant amount of indebtedness. In addition, despite current debt
levels, the terms of the indentures governing our indebtedness do not prohibit
us or our subsidiaries from incurring substantially more debt. If new debt is
added to our consolidated debt level, the related risks that we now face could
intensify.

Covenants in the agreements governing our existing debt, and debt we may
incur in the future, may materially restrict our operations, including our
ability to incur debt, pay dividends, make certain investments and payments, and
encumber or dispose of assets. In addition, financial covenants contained in
agreements relating to our existing and future debt could lead to a default in
the event our results of operations do not meet our plans. A default under one
debt instrument may also trigger cross-defaults under our other debt
instruments. An event of default under any debt instrument, if not cured or
waived, could have a material adverse effect on us.

Our substantial indebtedness could:

- increase our vulnerability to general adverse economic and industry
conditions;

- limit our ability to fund future working capital, capital expenditures,
research and development and other general corporate requirements;

- require us to dedicate a substantial portion of our cash flow from
operations to service payments on our debt;

- limit our flexibility to react to changes in our business and the
industry in which we operate;

- place us at a competitive disadvantage to any of our competitors that
have less debt; and

- limit, along with the financial and other restrictive covenants in our
indebtedness, among other things, our ability to borrow additional funds.

STOCK PRICE VOLATILITY

The trading price of our common stock has been and is likely to continue to
be highly volatile and could be subject to wide fluctuations in response to
factors such as:

- actual or anticipated quarter-to-quarter variations in operating results;

- announcements of technological innovations or new products and services
by Amkor or our competitors;

- general conditions in the semiconductor industry;

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- changes in earnings estimates or recommendations by analysts;

- developments affecting ASI; and

- or other events or factors, many of which are out of our control.

In addition, the stock market in general, and the Nasdaq National Market
and the markets for technology companies in particular, have experienced extreme
price and volume fluctuations. This volatility has affected the market prices of
securities of companies like ours for that have often been unrelated or
disproportionate to the operating performance. These broad market fluctuations
may adversely affect the market price of our common stock.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a discussion of information regarding quantitative and qualitative
disclosures about market risk, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Market Risk Sensitivity."

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

We present the information required by Item 8 of Form 10-K here in the
following order:

Report of Independent Accountants...........................     37
Consolidated Statements of Income -- Years ended December
31, 2000, 1999 and 1998...................................     38
Consolidated Balance Sheets -- December 31, 2000 and 1999...     39
Consolidated Statements of Stockholders' Equity -- Years
ended December 31, 2000, 1999 and 1998....................     40
Consolidated Statements of Cash Flows -- Years ended
December 31, 2000, 1999 and 1998..........................     41
Notes to Consolidated Financial Statements..................     42

Reports of Independent Public Accountants...................  63-66
Schedule II -- Valuation and Qualifying Accounts............     67

In addition, pursuant to General Instruction G(1) of Form 10-K and Rule
12b-23 promulgated under the Securities Exchange Act of 1934, as amended, the
following financial information of Anam Semiconductor, Inc. required to be
included in this Report by Rule 3-09 of Regulation S-K is incorporated by
reference from our Report on 8-K dated April 2, 2001:

Reports of Independent Accountants
Consolidated Balance Sheets -- December 31, 2000 and 1999
Consolidated Statements of Income -- Years ended December
31, 2000, 1999 and 1998
Consolidated Statements of Stockholders' Equity
(Deficit) -- Years ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows -- Years ended
December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements

36

38

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Shareholders of Amkor Technology, Inc.:

In our opinion, based on our audit and the report of another auditor, the
consolidated financial statements listed in the accompanying index present
fairly, in all material respects, the financial position of Amkor Technology,
Inc. and its subsidiaries at December 31, 2000, and the results of their
operations and their cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audit. We did not audit the financial statements of Amkor Technology
Philippines (P1/P2), Inc. and Amkor Technology Philippines (P3/P4), Inc. both
wholly owned subsidiaries, collectively referred to herein as ATP, which
combined financial statements reflect total assets and operating expenses
(including cost of revenues) of 21% and 17%, respectively, of the related
consolidated totals at December 31, 2000 and for the year then ended. The
combined financial statements of ATP were audited by another auditor whose
report thereon has been furnished to us, and our opinion expressed herein,
insofar as it relates to the amounts included for ATP, is based solely on the
report of the other auditor. In addition, in our opinion, the financial
statement schedule listed in the accompanying index presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related consolidated financial statements. We conducted our audit of
these statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit and the report of the other auditor provide a reasonable basis for our
opinion.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
February 2, 2001

37

39

AMKOR TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------
2000          1999          1998
----------    ----------    ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

NET REVENUES...........................................  $2,387,294    $1,909,972    $1,567,983
COST OF REVENUES -- including purchases from ASI.......   1,782,158     1,560,816     1,307,150
----------    ----------    ----------
GROSS PROFIT...........................................     605,136       349,156       260,833
----------    ----------    ----------
OPERATING EXPENSES:
Selling, general and administrative..................     192,623       144,538       118,392
Research and development.............................      26,057        11,436         8,251
Amortization of goodwill and other acquired
intangibles.......................................      63,080        17,105         1,454
----------    ----------    ----------
Total operating expenses..........................     281,760       173,079       128,097
----------    ----------    ----------
OPERATING INCOME.......................................     323,376       176,077       132,736
----------    ----------    ----------
OTHER (INCOME) EXPENSE:
Interest expense, net................................     119,840        45,364        18,005
Foreign currency losses..............................       4,812           308         4,493
Other expense, net...................................       1,295        25,117         9,503
----------    ----------    ----------
Total other expense...............................     125,947        70,789        32,001
----------    ----------    ----------
INCOME BEFORE INCOME TAXES, EQUITY IN LOSS OF INVESTEES
AND MINORITY INTEREST................................     197,429       105,288       100,735
PROVISION FOR INCOME TAXES.............................      22,285        26,600        24,716
EQUITY IN LOSS OF INVESTEES............................     (20,991)       (1,969)           --
MINORITY INTEREST......................................          --            --           559
----------    ----------    ----------
NET INCOME.............................................  $  154,153    $   76,719    $   75,460
==========    ==========    ==========
Basic net income per common share......................  $     1.06    $     0.64    $     0.71
==========    ==========    ==========
Diluted net income per common share....................  $     1.02    $     0.63    $     0.70
==========    ==========    ==========
Shares used in computing net income per common share:
Basic................................................     145,806       119,341       106,221
==========    ==========    ==========
Diluted..............................................     153,223       135,067       116,596
==========    ==========    ==========
PRO FORMA DATA (UNAUDITED):
Historical income before income taxes and minority
interest..........................................                              $  100,735
Pro forma provision for income taxes.................                                  29,216
----------
Pro forma income before minority interest............                                  71,519
Historical minority interest.........................                                     559
----------
Pro forma net income.................................                              $   70,960
==========
Basic pro forma net income per common share..........                              $     0.67
==========
Diluted pro forma net income per common share........                              $     0.66
==========

The accompanying notes are an integral part of these statements.
38

40

AMKOR TECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
------------------------
2000          1999
----------    ----------
(IN THOUSANDS)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................................  $   93,517    $   98,045
Short-term investments....................................          --       136,595
Accounts receivable:
Trade, net of allowance for doubtful accounts of $2,426
and $2,443............................................     301,915       157,281
Due from affiliates....................................       1,634         6,278
Other..................................................       6,465         6,469
Inventories...............................................     108,613        91,465
Other current assets......................................      36,873        11,117
----------    ----------
Total current assets..............................     549,017       507,250
----------    ----------
PROPERTY, PLANT AND EQUIPMENT, net..........................   1,478,510       859,768
----------    ----------
INVESTMENTS.................................................     501,254        63,672
----------    ----------
OTHER ASSETS:
Due from affiliates.......................................      25,013        27,858
Goodwill and acquired intangibles, net....................     737,593       233,532
Other.....................................................     101,897        63,009
----------    ----------
864,503       324,399
----------    ----------
Total assets......................................  $3,393,284    $1,755,089
==========    ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Bank overdraft............................................  $   25,731    $   16,209
Short-term borrowings and current portion of long-term
debt...................................................      73,586         6,465
Trade accounts payable....................................     133,047       122,147
Due to affiliates.........................................      32,534        37,913
Accrued expenses..........................................     129,301        88,577
Accrued income taxes......................................      52,232        41,587
----------    ----------
Total current liabilities.........................     446,431       312,898
LONG-TERM DEBT..............................................   1,585,536       687,456
OTHER NONCURRENT LIABILITIES................................      46,483        16,994
----------    ----------
Total liabilities.................................   2,078,450     1,017,348
----------    ----------
COMMITMENTS AND CONTINGENCIES
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 152,118 in 2000 and 130,660
in 1999................................................         152           131
Additional paid-in capital................................     975,026       551,964
Retained earnings.........................................     343,886       189,733
Receivable from stockholder...............................      (3,276)       (3,276)
Accumulated other comprehensive loss......................        (954)         (811)
----------    ----------
Total stockholders' equity........................   1,314,834       737,741
----------    ----------
Total liabilities and stockholders' equity........  $3,393,284    $1,755,089
==========    ==========

The accompanying notes are an integral part of these statements.
39

41

AMKOR TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

ACCUMULATED
OTHER
COMMON STOCK     ADDITIONAL              RECEIVABLE    COMPREHENSIVE
----------------    PAID-IN     RETAINED      FROM          INCOME                    COMPREHENSIVE
SHARES    AMOUNT    CAPITAL     EARNINGS   STOCKHOLDER      (LOSS)         TOTAL         INCOME
-------   ------   ----------   --------   -----------   -------------   ----------   -------------
(IN THOUSANDS)

BALANCE AT DECEMBER 31,
1997......................   82,610    $ 46     $ 20,871    $ 70,621     $    --         $(663)      $   90,875
Net income................       --      --           --      75,460          --            --           75,460     $ 75,460
Unrealized losses on
investments.............       --      --           --          --          --          (556)            (556)        (556)
Currency translation
adjustments,
reclassification for
loss included in net
income..................       --      --           --          --          --           663              663          663
--------
Comprehensive income......                                                                                          $ 75,567
========
Distributions.............       --      --           --     (33,100)         --            --          (33,100)
Issuance of 35.25 million
common shares in public
offering, net...........   35,250      35      360,228          --          --            --          360,263
Acquisition of AKI........       --      (1)          --      (3,243)         --            --           (3,244)
Change in par value of
stock in connection with
a reorganization........       --      38          (38)         --          --            --               --
-------    ----     --------    --------     -------         -----       ----------
BALANCE AT DECEMBER 31,
1998......................  117,860     118      381,061     109,738          --          (556)         490,361
Net income................       --      --           --      76,719          --            --           76,719     $ 76,719
Unrealized losses on
investments, net of
tax.....................       --      --           --          --          --          (255)            (255)        (255)
--------
Comprehensive income......                                                                                          $ 76,464
========
Issuance of stock through
employee stock purchase
plan and stock
options.................      664      --        3,875          --          --            --            3,875
Receivable from
stockholder.............       --      --           --       3,276      (3,276)           --               --
Debt conversion...........   12,136      13      167,028          --          --            --          167,041
-------    ----     --------    --------     -------         -----       ----------
BALANCE AT DECEMBER 31,
1999......................  130,660     131      551,964     189,733      (3,276)         (811)         737,741
Net income................       --      --           --     154,153          --            --          154,153     $154,153
Unrealized losses on
investments, net of
tax.....................       --      --           --          --          --          (143)            (143)        (143)
--------
Comprehensive income......                                                                                          $154,010
========
Issuance of 20.5 million
common stock shares and
3.9 million common stock
warrants................   20,500      21      409,980          --          --            --          410,001
Issuance of stock through
employee stock purchase
plan and stock
options.................      710      --        9,622          --          --            --            9,622
Debt conversion...........      248      --        3,460          --          --            --            3,460
-------    ----     --------    --------     -------         -----       ----------
BALANCE AT DECEMBER 31,
2000......................  152,118    $152     $975,026    $343,886     $(3,276)        $(954)      $1,314,834
=======    ====     ========    ========     =======         =====       ==========

The accompanying notes are an integral part of these statements.
40

42

AMKOR TECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED
DECEMBER 31,
-----------------------------------
2000         1999        1998
-----------   ---------   ---------
(IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................  $   154,153   $  76,719   $  75,460
Adjustments to reconcile net income to net cash provided
by operating activities --
Depreciation and amortization...........................      325,896     176,866     118,022
Amortization of deferred debt issuance costs............        7,013       3,466       1,217
Debt conversion expense.................................          272      17,381          --
Provision for accounts receivable.......................          (17)     (3,500)      1,719
Provision for excess and obsolete inventory.............       10,000       6,573       7,200
Deferred income taxes...................................       (8,255)      9,418       1,250
Equity in loss of investees.............................       20,991       4,591          --
Loss on sale of fixed assets and investments............        1,355       1,805       2,500
Minority interest.......................................           --          --         559
Changes in assets and liabilities excluding effects of
acquisitions --
Accounts receivable.....................................      (72,914)    (44,526)      4,742
Repurchase of accounts receivable and settlement of
security agreement.....................................      (71,500)     (2,700)    (16,500)
Other receivables.......................................        2,884        (555)     (1,021)
Inventories.............................................      (23,871)    (12,063)     23,042
Due to/from affiliates, net.............................        2,110      35,403     (11,117)
Other current assets....................................      (17,977)      1,601       6,709
Other non-current assets................................      (19,582)    (15,088)     (8,061)
Accounts payable........................................       12,953      27,474     (12,489)
Accrued expenses........................................       32,561      13,117      33,489
Accrued income taxes....................................       10,645       2,695      11,924
Other long-term liabilities.............................        7,108      (5,380)       (685)
-----------   ---------   ---------
Net cash provided by operating activities.............      373,825     293,297     237,960
-----------   ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment................     (480,074)   (242,390)   (107,889)
Acquisition of K1, K2 and K3, net of cash acquired........     (927,290)         --          --
Investment in ASI.........................................     (459,000)    (41,638)         --
Acquisition of Integra Technologies, LLC..................      (17,602)         --          --
Acquisition of K4.........................................           --    (575,000)         --
Acquisition of AAPMC......................................           --      (2,109)         --
Acquisition of minority interest in AAP...................           --          --     (33,750)
Acquisition of AKI........................................           --          --      (3,244)
Sale of property, plant and equipment.....................        2,823          --         121
Proceeds from the sale (purchase) of investments..........      136,879    (135,595)    (18,550)
-----------   ---------   ---------
Net cash used in investing activities.................   (1,744,264)   (996,732)   (163,312)
-----------   ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in bank overdrafts and short-term borrowings...        5,975     (24,264)   (173,565)
Net proceeds from issuance of long-term debt..............    1,027,479     603,569     203,170
Payments of long-term debt................................      (87,166)     (9,287)   (158,833)
Net proceeds from the issuance of 20.5 million common
shares in a private equity offering.....................      410,001
Net proceeds from issuance of 35.25 million common shares
in public offering......................................           --          --     360,263
Proceeds from issuance of stock through employee stock
purchase plan and stock options.........................        9,622       3,875          --
Proceeds from issuance of Anam USA, Inc. debt.............           --          --     522,116
Payments of Anam USA, Inc. debt...........................           --          --    (658,029)
Distributions to stockholders.............................           --          --     (33,100)
-----------   ---------   ---------
Net cash provided by financing activities.............    1,365,911     573,893      62,022
-----------   ---------   ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS........       (4,528)   (129,542)    136,670
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD..............       98,045     227,587      90,917
-----------   ---------   ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD....................  $    93,517   $  98,045   $ 227,587
===========   =========   =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest................................................  $   111,429   $  45,500   $  27,730
Income taxes............................................  $    18,092   $  13,734   $  12,908

The accompanying notes are an integral part of these statements.
41

43

AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(U.S. DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE AND DOLLAR PER SHARE DATA)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of Amkor
Technology, Inc. and its subsidiaries. All of the company's subsidiaries are
wholly-owned except for a small number of shares of each of the Philippine
subsidiaries which are required to be owned by directors of these companies
pursuant to Philippine law. The consolidated financial statements reflect the
elimination of all significant intercompany accounts and transactions. The
investments in and the operating results of 20% to 50% owned companies are
included in the consolidated financial statements using the equity method of
accounting.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates. Certain
previously reported amounts have been reclassified to conform with the current
presentation principally the presentation of the amortization of goodwill and
other acquired intangibles.

Foreign Currency Translation

Substantially all of the foreign subsidiaries and investee companies use
the U.S. dollar as their functional currency. Accordingly, monetary assets and
liabilities which were originally denominated in a foreign currency are
translated into U.S. dollars at month-end exchange rates. Non-monetary items
which were originally denominated in foreign currencies are translated at
historical rates. Gains and losses from such translation and from transactions
denominated in foreign currencies are included in other (income) expense.

Concentrations of Credit Risk

Financial instruments, for which we are subject to credit risk, consist
principally of accounts receivable, cash and cash equivalents and short-term
investments. With respect to accounts receivable, we mitigate our credit risk by
selling primarily to well established companies, performing ongoing credit
evaluations and making frequent contact with customers. We have mitigated our
credit risk with respect to cash and cash equivalents, as well as short-term
investments, through diversification of our holdings into various money market
accounts, U.S. treasury bonds, federal mortgage backed securities, high grade
municipal bonds, commercial paper and preferred stocks.

Risks and Uncertainties

Our future results of operations involve a number of risks and
uncertainties. Factors that could affect future operating results and cause
actual results to vary materially from historical results include, but are not
limited to, dependence on the highly cyclical nature of the semiconductor
industry, uncertainty as to the demand from our customers over both the long-and
short-term, competitive pricing and declines in average selling prices we
experience, our dependence on our relationship with Anam Semiconductor, Inc.
(ASI) for all of our wafer fabrication output, our reliance on a relatively
small group of principal customers, the timing and volume of orders relative to
our production capacity, the absence of significant backlog in our business,
availability of manufacturing capacity and fluctuations in manufacturing yields,
the availability of financing, our high leverage and the restrictive covenants
contained in the agreements governing our indebtedness, our competition, our
dependence on international operations and sales, our dependence on raw material
and equipment suppliers, exchange rate fluctuations, our dependence on key
personnel, our difficulties managing our growth, the enforcement of intellectual
property rights by or against us, our need to comply with existing and future
environmental regulations and the results of ASI as it impacts our financial
results.

42

44
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined
principally by using a moving average method.

Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is
calculated by the straight-line method over the estimated useful lives of
depreciable assets. Accelerated methods are used for tax purposes. Depreciable
lives follow:

Buildings and improvements..................................  10 to 30 years
Machinery and equipment.....................................    3 to 5 years
Furniture, fixtures and other equipment.....................   3 to 10 years

Cost and accumulated depreciation for property retired or disposed of are
removed from the accounts and any resulting gain or loss is included in
earnings. Expenditures for maintenance and repairs are charged to expense as
incurred. Depreciation expense was $262.0 million, $158.9 million and $116.4
million for 2000, 1999 and 1998, respectively.

Goodwill and Acquired Intangibles

Goodwill is recorded when there is an excess of the cost of an acquisition
over the fair market value of the net tangible and identifiable intangible
assets acquired. Acquired intangibles includes patents and workforce-in-place.
Goodwill and acquired intangibles are amortized on a straight-line basis over a
period of ten years. The unamortized balances recorded for goodwill and acquired
intangibles are evaluated periodically for potential impairment based on the
future estimated cash flows of the acquired businesses.

Other Noncurrent Assets

Other noncurrent assets consist principally of deferred debt issuance
costs, security deposits, the cash surrender value of life insurance policies,
deferred income taxes and tax credits.

Other Noncurrent Liabilities

Other noncurrent liabilities consist primarily of pension obligations and
noncurrent income taxes payable.

Income Taxes and Pro Forma Income Statement Data

Amkor Electronics, Inc. (AEI), which was merged into our company just prior
to the initial public offering of our company in May 1998, elected to be taxed
as an S Corporation under the provisions of the Internal Revenue Code of 1986
and comparable state tax provisions. As a result, AEI did not recognize U.S.
federal corporate income taxes. Instead, the stockholders of AEI were taxed on
their proportionate share of AEI's taxable income. Accordingly, no provision for
U.S. federal income taxes was recorded for AEI. The accompanying consolidated
statements of income include an unaudited pro forma adjustment to reflect income
taxes which would have been recorded if AEI had not been an S Corporation, based
on the tax laws in effect during the respective periods. Just prior to the
initial public offering, AEI terminated its S Corporation status at which point
the profits of AEI became subject to federal and state income taxes at the
corporate

43

45
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

level. The receivable from stockholder included in stockholders' equity
represents the balance due from Mr. & Mrs. Kim and the Kim Family Trusts related
to the finalization of AEI's tax returns.

Revenue Recognition and Risk of Loss

Our company does not take ownership of customer-supplied semiconductor
wafers. Title and risk of loss remains with the customer for these materials at
all times. Accordingly, the cost of the customer-supplied materials is not
included in the consolidated financial statements. Revenues from packaging
semiconductors and performing test services are recognized upon shipment or
completion of the services. We record wafer fabrication services revenues upon
shipment of completed wafers. Such policies are consistent with provisions in
the Securities and Exchange Commission's Staff Accounting Bulletin No. 101,
"Revenue Recognition in Financial Statements."

Research and Development Costs

Research and development costs are charged to expense as incurred.

Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards requiring that every derivative
instrument (including certain derivative instruments embedded in other
contracts) be recorded on the balance sheet as either an asset or liability
measured at its fair value. SFAS No. 133 requires that changes in the
derivative's fair value be recognized currently in earnings unless specific
hedge accounting criteria are met. Special accounting for qualifying hedges
allows a derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that a company must formally
document, designate, and assess the effectiveness of transactions that receive
hedge accounting. SFAS No. 133, as amended by SFAS No. 137, is effective for
fiscal years beginning after June 15, 2000. We will adopt this statement during
the first quarter of 2001 and we believe that the impact of adoption on the
financial statements will not be material.

2. RELATIONSHIP WITH ANAM SEMICONDUCTOR INC.

On May 1, 2000 we completed our purchase of ASI's three remaining packaging
and test factories, known as K1, K2 and K3, for a purchase price of $950.0
million. In addition we made a commitment to a $459.0 million equity investment
in ASI. Pursuant to the commitment we made an equity investment in ASI of $309.0
million on May 1, 2000. We fulfilled the remaining equity investment commitment
of $150.0 million in three installments of which $30.0 million was invested on
June 30, 2000, $60.0 million was invested on August 30, 2000 and October 27,
2000. We financed the acquisition and investment with the proceeds of a $258.8
million convertible subordinated notes offering, a $410.0 million private equity
financing, $750.0 million of new secured bank debt and approximately $103
million from cash on hand. As of December 31, 2000, we had invested a total of
$500.6 million in ASI including an equity investment of $41.6 million made on
October 1999. We owned as of December 31, 2000 42% of the outstanding voting
stock of ASI. We will continue to report ASI's results in our financial
statements through the equity method of accounting.

The amount by which the cost of our investment exceeds our share of the
underlying assets of ASI as of the date of our investment is being amortized on
a straight-line basis over a five-year period. The amortization is included in
our consolidated statement of income within equity in income of investees. As of
December 31, 2000, the unamortized excess of the cost of our equity investment
in ASI above our share of the underlying net assets is $154.1 million.

44

46
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The acquisition of K1, K2 and K3 was accounted for as a purchase.
Accordingly, the results of K1, K2 and K3 have been included in the accompanying
consolidated financial statements since the date of acquisition. Goodwill and
acquired intangibles as of the acquisition date were $555.8 million and are
being amortized on a straight-line basis over a 10 year period. Acquired
intangibles include the value of acquired patent rights and of a
workforce-in-place. The fair value of the assets acquired and liabilities
assumed was approximately $394 million for fixed assets, $9 million for
inventory and other assets, and $9 million for assumed liabilities.

On May 17, 1999, we purchased ASI's packaging and test business known as
K4. The purchase price for K4 was $575.0 million in cash plus the assumption of
approximately $7.0 million of employee benefit liabilities. The acquisition was
accounted for as a purchase. Accordingly, the results of K4 have been included
in the accompanying consolidated financial statements since the date of
acquisition. Goodwill and acquired intangibles as of the acquisition date were
$222.9 million and are being amortized on a straight-line basis over a 10 year
period. The fair value of the assets acquired and liabilities assumed was
approximately $359 million for fixed assets and $7 million for assumed
liabilities.

On July 1, 1999, we acquired the stock of Anam/Amkor Precision Machine
Company (AAPMC) for $3.8 million, which was paid to ASI during June 1999. AAPMC
supplies machine tooling used by us at our Philippine operations. As an interim
step to this acquisition, during April 1999, we assumed and repaid $5.7 million
of AAPMC's debt. The acquisition was financed through available working capital
and was accounted for as a purchase. Accordingly, the results of AAPMC have been
included in the accompanying consolidated financial statements since the date of
acquisition and goodwill of approximately $2.0 million was recorded as of the
date of acquisition and is being amortized on a straight-line basis over a ten
year period. The historical operating results of AAPMC are not material in
relation to our operating results.

On June 1, 1998, we purchased ASI's 40% interest in Amkor/Anam Pilipinas,
Inc. (AAP) for $33.8 million. The acquisition was accounted for using the
purchase method of accounting which resulted in the elimination of the minority
interest liability reflected on the consolidated balance sheet and the recording
of approximately $23.9 million of goodwill which is being amortized over 10
years.

Pro Forma Financial Information for Amkor (unaudited)

The unaudited pro forma information below assumes that the May 2000
acquisition of K1, K2 and K3 occurred at the beginning of 2000 and 1999 and the
May 1999 acquisition of K4 had occurred at the beginning of 1999. The pro forma
adjustments include a provision for amortization of goodwill and other
identified intangibles, an adjustment of depreciation expense based on the fair
market value of the acquired assets, interest expense on debt issued to finance
the acquisitions and income taxes related to the pro forma adjustments. The pro
forma results are not necessarily indicative of the results we would actually
have achieved if the acquisition had been completed as of the beginning of each
of the periods presented, nor are they necessarily indicative of future
consolidated results.

45

47
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
2000               1999
-------------      -------------
(IN THOUSANDS EXCEPT
PER SHARE AMOUNTS)

Net revenues..............................................   $2,397,515         $1,941,109
Gross profit..............................................      675,172            574,265
Operating income..........................................      366,686            311,777
Income before income taxes and equity in income (loss) of
investees...............................................      215,904            147,140
Net income................................................      172,518            126,042
Earnings per share:
Basic net income per common share....................         1.14               0.90
Diluted net income per common share..................         1.10               0.89
Depreciation expense......................................      285,256            238,741
Amortization of goodwill and acquired intangibles.........       81,607             83,436

The pro forma adjustments exclude the effects of our investments in ASI.
Had we included pro forma adjustments for the year ended December 31, 2000 and
1999 related to our investments in ASI, pro forma net income would have been
$160.8 million and $64.9 million, respectively, and pro forma earnings per share
on a diluted basis would have been $1.02 and $0.46, respectively.

Financial Information for ASI

The following summary of consolidated financial information was derived
from the consolidated financial statements of ASI, reflecting ASI's packaging
and test operations as discontinued operations within their results of
operations. ASI's net income for the year ended December 31, 2000 includes a
$434.2 million gain on sale of K1, K2 and K3, which was eliminated for purposes
of calculating our equity in income of ASI.

FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
2000        1999        1998
--------    --------    --------
(IN THOUSANDS)

SUMMARY INCOME STATEMENT INFORMATION FOR ASI
Net revenues.......................................  $344,792    $285,925    $221,098
Gross profit.......................................    38,307      46,293      (9,380)
Loss from continuing operations....................   (19,703)   (169,759)   (957,165)
Net income.........................................   450,641     109,865    (847,533)

DECEMBER 31,    DECEMBER 31,
2000            1999
------------    ------------
(IN THOUSANDS)

SUMMARY BALANCE SHEET INFORMATION FOR ASI
Cash, including current portion of restricted cash and bank
deposits..................................................    $215,008       $  202,969
Property, plant and equipment, net..........................     816,779        1,037,935
Current assets..............................................     303,486          311,866
Noncurrent assets (including property, plant and
equipment)................................................     966,387        1,175,603
Current liabilities.........................................     165,665          301,785
Total debt..................................................     294,004        1,447,975
Noncurrent liabilities (including debt).....................     342,882        1,483,434
Total stockholders' equity (deficit)........................     761,326         (297,750)

46

48
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ASI's business had been severely affected by the economic crisis in Korea.
ASI has traditionally operated with a significant amount of debt relative to its
equity and has contractually guaranteed the debt obligations of certain
affiliates and subsidiaries. ASI was part of the Korean financial restructuring
program known as "Workout" beginning in October 1998. The Workout program was
the result of an accord among Korean financial institutions to assist in the
restructuring of Korean business enterprises. The process involved negotiation
between the related banks and ASI, and did not involve the judicial system. The
Workout process restructured the terms of ASI's bank debt, however, it did not
impact debts outstanding with trade creditors, including indebtedness with our
company. ASI's operations continued uninterrupted during the process. ASI was
released from workout with its Korean creditor banks on July 18, 2000.

We have a long-standing relationship with ASI. ASI was founded in 1956 by
Mr. H. S. Kim, the father of Mr. James Kim, our Chairman and Chief Executive
Officer. Through our supply agreements with ASI, we historically have had a
first right to substantially all of the packaging and test services capacity of
ASI and the exclusive right to all of the wafer output of ASI's wafer
fabrication facility. Beginning in May 2000 with our acquisition of K1, K2 and
K3, we no longer receive packaging and test services from ASI. Under the wafer
fabrication services supply agreement, we continue to have the exclusive right
to all of the wafer output of ASI's wafer fabrication facility, and we expect to
continue to purchase all of ASI's wafer fabrication services. Historically, we
have had other relationships with ASI affiliated companies for financial
services, construction services, materials and equipment. Total purchases from
ASI and its affiliates included in cost of revenue for the years ended December
31, 2000, 1999 and 1998 were $499.8 million, $714.5 million and $573.8 million.
Additionally, other services performed by ASI and its affiliates included in
interest expense for the years ended December 31, 2000, 1999 and 1998 were $1.6
million, $1.4 million and $2.2 million. Construction services and equipment
purchases received from ASI and its affiliates capitalized during the years
ended December 31, 2000, 1999 and 1998 were $38.8 million, $18.4 million and
$11.1 million.

3. ACCOUNTS RECEIVABLE SALE AGREEMENT

Effective July 1997 we entered into an agreement to sell receivables with
certain banks. The transaction qualified as a sale under the provisions of SFAS
No. 125 "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." Under the agreement, the participating banks
committed to purchase, with limited recourse, all right, title and interest in
selected accounts receivable, up to a maximum of $100.0 million. Losses on
receivables sold under the agreement were approximately $1.1 million, $4.3
million and $4.7 million in 2000, 1999 and 1998, respectively, and are included
in other expense, net. In March 2000, we terminated the agreement and
repurchased approximately $71.5 million of accounts receivable.

4. INVENTORIES

Inventories consist of raw materials and purchased components that are used
in the semiconductor packaging process. Inventories are located at our
facilities in the Philippines and Korea. Components of inventories follow:

DECEMBER 31,
-------------------
2000       1999
--------    -------
(IN THOUSANDS)

Raw materials and purchased components......................  $ 99,570    $81,379
Work-in-process.............................................     9,043     10,086
--------    -------
$108,613    $91,465
========    =======

47

49
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

DECEMBER 31,
------------------------
2000          1999
----------    ----------
(IN THOUSANDS)

Land........................................................  $   80,048    $   38,349
Buildings and improvements..................................     445,785       303,077
Machinery and equipment.....................................   1,506,774       883,057
Furniture, fixtures and other equipment.....................      79,691        52,866
Construction in progress....................................      70,753        47,393
----------    ----------
2,183,051     1,324,742
Less -- Accumulated depreciation and amortization...........    (704,541)     (464,974)
----------    ----------
$1,478,510    $  859,768
==========    ==========

6. INVESTMENTS

Investments include equity investments in affiliated companies and
noncurrent marketable securities as follows:

DECEMBER 31,
-------------------
2000       1999
--------    -------
(IN THOUSANDS)

Equity investments under the equity method:
ASI (ownership of 42% and 18%, respectively)..............  $478,943    $39,927
Other equity investments (20% -- 50% owned)
Taiwan Semiconductor Technology Corporation............    17,488     18,456
Other..................................................       664        860
--------    -------
Total equity investments..........................   497,095     59,243
Marketable securities classified as available for sale......     4,159      4,429
--------    -------
$501,254    $63,672
========    =======

On October 21, 1998, we entered into a joint venture, Taiwan Semiconductor
Technology Corporation ("TSTC"), with Taiwan Semiconductor Manufacturing
Corporation, Acer Inc., United Test Center and Chinfon Semiconductor &
Technology Company. TSTC, which commenced operations in 1999, provides packaging
services primarily for the Taiwan market and Taiwan foundry output. We committed
to invest an estimated total of $40.0 million in TSTC (See Note 16). As of
December 31, 2000, we own a 25% interest in TSTC and the total investment we
made was $20.0 million of which $10.0 million interest was acquired from ASI.
Our investment in TSTC is accounted for using the equity method of accounting.

48

50
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. DEBT

Following is a summary of short-term borrowings and long-term debt:

DECEMBER 31,
----------------------
2000         1999
----------    --------
(IN THOUSANDS)

Short-term borrowings.......................................  $       --    $  3,386
$900.0 million secured bank facility:
Term A loan, LIBOR plus 2.75% due March 2005..............     297,500          --
Term B loan, LIBOR plus 3% due September 2005.............     347,375          --
$200.0 million revolving line of credit, LIBOR plus 2.75%
due March 2005.........................................      80,000          --
Senior notes, 9.25%, due May 2006...........................     425,000     425,000
Senior subordinated notes, 10.5%, due May 2009..............     200,000     200,000
Convertible subordinated notes, 5.75%, due May 2003.........      50,191      53,435
Convertible subordinated notes, 5%, due March 2007..........     258,750          --
Note payable, interest at bank's prime, due in installments
with balance due April 2004...............................          --      11,472
Other, primarily capital lease obligations and other debt...         306         628
----------    --------
1,659,122     693,921
Less -- Short-term borrowings and current portion of
long-term debt............................................     (73,586)     (6,465)
----------    --------
$1,585,536    $687,456
==========    ========

In March 2000, we issued $258.8 million of convertible subordinated notes
due March 2007. The notes accrue interest at a rate of 5% per annum and are
convertible into Amkor common stock at any time at a conversion price of $57.34
per share. The 5.75% convertible subordinated notes due May 2003 are convertible
into Amkor common stock at any time at a conversion price of $13.50 per share.

In May 2000, we incurred $750.0 million of secured bank debt related to our
acquisition of K1, K2 and K3 and investment in ASI. The secured bank debt
consists of a $900.0 million secured bank facility that includes a $200.0
million revolving credit line and two term loans with interest rates that vary
with LIBOR. The secured bank debt provides for amortization of the drawn amount
over a five to a five and one-half year period and quarterly principal and
interest payments. Under the terms of the secured bank facility, we are required
to make mandatory prepayments out of a portion of any excess cash flow, as
defined in the agreement, as well as out of net proceeds of certain asset sales
and the net proceeds of certain issuances of debt or equity securities, subject
to certain exceptions. The bank facility is secured by our domestic assets,
certain intercompany loans and our equity investment in ASI. The bank facility
includes financial covenants, as well as covenants restricting our ability to
incur debt, pay dividends, make certain investments and payments and encumber or
dispose of assets. Such covenants have been amended in 2000 and January 2001 to
provide for greater flexibility in making investments in acquisitions, joint
ventures and capital expenditures. The senior notes and senior subordinated
notes also contain restrictive covenants.

In connection with our issuance of the convertible notes due March 2007 and
our secured bank facility during the year ended December 31, 2000, we incurred
debt issuance costs of $9.3 million and $20.2 million. The debt issuance costs
have been deferred and amortized over the life of the associated debt and are
included, net of amortization, in other noncurrent assets in the consolidated
balance sheet.

During the fourth quarter of 1999 and continuing into 2000, we completed an
early conversion of the 5.75% convertible subordinated notes due May 2003.
During the year ended December 31, 2000, we exchanged approximately 248,000
shares of our common stock for $3.2 million of the convertible subordinated

49

51
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

notes. During the year ended December 31, 1999, we exchanged 12.1 million shares
of common stock for $153.6 million of convertible subordinated notes. The fair
value of the shares of common stock issued in excess of the shares required for
conversion of the notes was $0.3 million and $17.4 million for the year ended
December 31, 2000 and 1999, respectively, and such amounts were expensed and are
included in other expense in the accompanying consolidated statements of income.

At December 31, 1999, short-term borrowings consisted of various operating
lines of credit and working capital facilities which were repaid in their
entirety and no short-term facilities were outstanding as of December 31, 2000.
For 1999, the weighted average interest rate on these borrowings was 11.7%.

Interest expense related to short-term borrowings and long-term debt is
presented net of interest income of $14.2 million, $19.9 million and $9.1
million in 2000, 1999 and 1998, respectively, in the accompanying consolidated
statements of income. The principal payments required under long-term debt
borrowings at December 31, 2000 are as follows: 2001 -- $73.6 million,
2002 -- $73.6 million, 2003 -- $123.7 million, 2004 -- $238.1 million,
2005 -- $266.4 million and thereafter -- $883.8 million.

8. STOCKHOLDERS' EQUITY

In connection with a $410.0 million private equity offering in May 2000, we
issued 20.5 million shares of our common stock and granted warrants that expire
four years from issuance to purchase 3.9 million additional shares of our common
stock at $27.50 per share. The estimated fair value of the stock warrants of
$35.0 million is included in additional paid-in capital on our consolidated
balance sheet.

9. EMPLOYEE BENEFIT PLANS

U.S. Defined Contribution Plan

Our company has a defined contribution benefit plan covering substantially
all U.S. employees. Employees can contribute up to 13% of salary to the plan and
the company matches 75% of the employee's contributions up to a defined maximum
on an annual basis. The expense for this plan was $1.8 million, $1.8 million and
$1.4 million in 2000, 1999 and 1998, respectively.

Philippine Pension Plan

Our Philippine subsidiaries sponsor a defined benefit plan that covers
substantially all 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 the our Philippine defined
benefit plan are as follows:

YEAR ENDED DECEMBER 31,
----------------------------
2000       1999       1998
-------    -------    ------
(IN THOUSANDS)

Service cost of current period..........................  $ 1,862    $ 2,153    $1,618
Interest cost on projected benefit obligation...........    1,468      1,563     1,209
Expected return on plan assets..........................   (1,092)    (1,083)     (879)
Amortization of transition obligation and actuarial
gains/losses..........................................       66        137        79
-------    -------    ------
Total pension expense..............................  $ 2,304    $ 2,770    $2,027
=======    =======    ======

50

52
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

It is our policy to make contributions sufficient to meet the minimum
contributions required by law and regulation. The following table sets forth the
funded status of our Philippine defined benefit pension plan and the related
changes in the projected benefit obligation and plan assets:

2000       1999
-------    -------
(IN THOUSANDS)

Change in projected benefit obligation:
Projected benefit obligation at beginning of year.........  $15,384    $13,567
Service cost..............................................    1,862      2,153
Interest cost.............................................    1,468      1,563
Actuarial loss (gain).....................................    1,598       (356)
Foreign exchange gain.....................................   (2,982)      (388)
Benefits paid.............................................     (745)    (1,155)
-------    -------
Projected benefit obligation at end of year...............   16,585     15,384
-------    -------
Change in plan assets:
Fair value of plan assets at beginning of year............   10,669      8,204
Actual return on plan assets..............................    2,187      2,107
Employer contribution.....................................    1,542      1,748
Foreign exchange gain.....................................   (2,068)      (235)
Benefits paid.............................................     (745)    (1,155)
-------    -------
Fair value of plan assets at end of year..................   11,585     10,669
-------    -------
Funded status:
Projected benefit obligation in excess of plan assets.....    5,000      4,715
Unrecognized actuarial loss...............................   (1,369)    (1,011)
Unrecognized transition obligation........................     (601)      (826)
-------    -------
Accrued pension costs.....................................  $ 3,030    $ 2,878
=======    =======

The discount rate used in determining the projected benefit obligation was
12% as of December 31, 2000, 1999 and 1998. The rates of increase in future
compensation levels was and 11% as of December 31, 2000, 1999 and 1998. The
expected long-term rate of return on plan assets was 12% as of December 31,
2000, 1999 and 1998. These rates reflect economic and market conditions in the
Philippines. The fair value of plan assets include an investment in our common
stock of approximately $1.6 million at December 31, 2000.

Korean Severance Plan

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 national pension fund made under the National Pension Plan of
the Republic of Korea are deducted from accrued severance benefit liabilities.
Contributed amounts are

51

53
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

refunded from the National Pension Plan to employees on their retirement.
Accrued severance benefits are as follows:

DECEMBER 31,
2000
--------------
(IN THOUSANDS)

Balance at December 31, 1999................................     $ 1,794
Increase resulting from the acquisition of K1, K2 and K3....      23,195
Provision of severance benefits.............................      12,276
Severance payments..........................................      (1,894)
Gain on foreign currency translation........................      (3,925)
-------
31,446
Payments remaining with the Korean National Pension Fund....      (1,941)
-------
Balance at December 31, 2000................................     $29,505
=======

10. INCOME TAXES

The provision for income taxes includes federal, state and foreign taxes
currently payable and those deferred because of temporary differences between
the financial statement and the tax bases of assets and liabilities. The
components of the provision for income taxes follow:

FOR THE YEAR ENDED DECEMBER 31,
--------------------------------
2000        1999        1998
--------    --------    --------
(IN THOUSANDS)

Current:
Federal.............................................  $ 2,149     $ 9,928     $18,316
State...............................................     (159)      1,746       4,426
Foreign.............................................   28,550       5,508         724
-------     -------     -------
30,540      17,182      23,466
-------     -------     -------
Deferred:
Federal.............................................   (6,869)        532         282
Foreign.............................................   (1,386)      8,886         968
-------     -------     -------
(8,255)      9,418       1,250
-------     -------     -------
Total provision..................................  $22,285     $26,600     $24,716
=======     =======     =======

52

54
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The reconciliation between the taxes payable based upon the U.S. federal
statutory income tax rate and the recorded provision follows:

FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
2000        1999       1998
--------    --------    -------
(IN THOUSANDS)

Federal statutory rate......................................  $ 69,101    $ 36,162    $35,257
Deferred taxes established at termination of S Corp. status
of AEI....................................................        --          --     (1,954)
Income of foreign subsidiaries subject to tax holiday.......   (43,367)    (14,860)    (9,129)
Foreign exchange (losses) gains recognized for income
taxes.....................................................      (382)      8,023     12,602
Change in valuation allowance...............................     5,898     (11,084)    (8,079)
Difference in rates on foreign subsidiaries.................    (8,142)       (630)    (3,377)
State taxes, net of federal benefit.........................      (661)      2,028      2,877
Goodwill and other permanent differences....................      (162)      6,961      1,019
S Corp. status of AEI through April 28, 1998................        --          --     (4,500)
--------    --------    -------
Total..................................................  $ 22,285    $ 26,600    $24,716
========    ========    =======

The following is a summary of the significant components of the deferred
tax assets and liabilities:

FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2000        1999        1998
--------    --------    ---------
(IN THOUSANDS)

Deferred tax assets (liabilities):
Retirement benefits................................  $   378     $   463     $  1,038
Other accrued liabilities..........................    1,934       2,579        4,571
Receivables........................................      517         523        1,717
Inventories........................................    5,762       3,892        2,583
Property, plant and equipment......................   (3,607)     (2,539)      (2,139)
Unrealized foreign exchange losses.................    8,535         480       15,805
Unrealized foreign exchange gains..................   (2,013)     (2,175)      (3,530)
Loss on sale of investment in ASI..................      861       1,620        1,620
Net operating loss carryforward and carryback......    6,457          --        3,646
Minimum corporate income tax.......................       --          --        1,182
Equity in earnings of investees....................      943       1,148           --
Capital loss carryforward..........................      568          --           --
Other..............................................       --         191          191
-------     -------     --------
Net deferred tax asset.............................   20,335       6,182       26,684
Valuation allowance................................   (8,735)     (2,837)     (13,921)
-------     -------     --------
Net deferred tax asset.............................  $11,600     $ 3,345     $ 12,763
=======     =======     ========

As a result of our 2000 acquisition of K1, K2 and K3, we received the
benefit of a 100% tax holiday that applies for seven years from the acquisition
and then a 50% tax holiday for three additional years. During 2000 one of our
Philippine subsidiaries received a partial tax holiday. The 2000 granted tax
holidays are in addition to the previously granted holidays in Korea and the
Philippines. The foreign exchange (losses) gains recognized for income taxes
relate to unrecognized net foreign exchange (losses) gains on U.S. dollar
denominated monetary assets and liabilities. During 2000 our Philippine
subsidiary realized net foreign exchange gains and losses for book purposes
which are deferred for tax. Our ability to utilize these assets depends on the
timing of the settlement of the related assets or liabilities and the amount of
taxable income

53

55
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

recognized within the Philippine statutory carryforward limit of three years.
During 2000, our Philippine subsidiary established a valuation allowance for a
portion of the related deferred tax assets. During 2000 the company recognized
certain reductions in its current liability through additional tax credits
including a U.S. research and development credit and recognized certain
reductions from prior year tax accruals.

Our company has U.S. net operating losses for tax purposes totaling $16.1
million and $1.8 million for 2000 and 1999, available for carryback up to 2
years and carryforward up to 20 years, expiring in 2019 and 2020. Non-U.S.
income before taxes and minority interest was approximately $201 million, $74.0
million and $54.0 million in 2000, 1999 and 1998, respectively. At December 31,
2000, undistributed earnings of non-U.S. subsidiaries totaled approximately
$313.5 million. Deferred tax liabilities have not been recognized for these
undistributed earnings because it is our intention to reinvest such
undistributed earning outside the U.S. An estimated $72.4 million in U.S. income
and foreign withholding taxes would be due if these earnings were remitted as
dividends.

At December 31, 2000 and 1999 current deferred tax assets of $13.5 million
and $5.8 million, respectively, are included in other current assets and
noncurrent deferred tax assets of $2.3 million and $2.3 million, respectively,
are included in other assets in the consolidated balance sheet. The net deferred
tax assets include amounts, which, in our opinion, are more likely than not to
be realizable through future taxable income. In addition, at December 31, 2000
and 1999, noncurrent deferred tax liabilities of $4.2 million and $4.8 million,
respectively, are included in other noncurrent liabilities in the consolidated
balance sheet.

Our tax returns have been examined through 1994 in the Philippines and
through 1996 in the U.S. The tax returns for open years are subject to changes
upon final examination. 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.

11. EARNINGS PER SHARE

Statement of Financial Accounting Standards ("SFAS") of 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. The 5% convertible subordinated notes due 2007 and the warrants issued
May 2000 are antidilutive for the periods presented and therefore are not
included in the EPS calculation. The basic and diluted per share amounts for the
years presented, including unaudited pro forma earnings per share for December
31, 1998, are calculated as follows:

WEIGHTED
EARNINGS      AVERAGE SHARES    PER SHARE
(NUMERATOR)    (DENOMINATOR)      AMOUNT
-----------    --------------    ---------
(IN THOUSANDS)

Earnings per Share -- Year Ended December 31,
2000
Basic earnings per share......................   $154,153         145,806          $1.06
Impact of convertible notes...................      2,414           3,744
Dilutive effect of options....................         --           3,673
--------         -------          -----
Diluted earnings per share....................   $156,567         153,223          $1.02
========         =======          =====
Earnings per Share -- Year Ended December 31,
1999
Basic earnings per share......................   $ 76,719         119,341          $0.64
Impact of convertible notes...................      8,249          14,228
Dilutive effect of options....................         --           1,498
--------         -------          -----
Diluted earnings per share....................   $ 84,968         135,067          $0.63
========         =======          =====

54

56
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

WEIGHTED
EARNINGS      AVERAGE SHARES    PER SHARE
(NUMERATOR)    (DENOMINATOR)      AMOUNT
-----------    --------------    ---------
(IN THOUSANDS)

Pro forma Earnings per Share -- Year Ended
December 31, 1998 (unaudited):
Basic pro forma earnings per share............   $ 70,960         106,221          $0.67
Impact of convertible notes...................      5,672          10,334
Dilutive effect of options....................         --              41
--------         -------          -----
Diluted pro forma earnings per share..........   $ 76,632         116,596          $0.66
========         =======          =====
Earnings per Share -- Year Ended December 31,
1998
Basic earnings per share......................   $ 75,460         106,221          $0.71
Impact of convertible notes...................      5,672          10,334
Dilutive effect of options....................         --              41
--------         -------          -----
Diluted earnings per share....................   $ 81,132         116,596          $0.70
========         =======          =====

12. STOCK COMPENSATION PLANS

1998 Director Option Plan.  A total of 300,000 shares of common stock have
been reserved for issuance under the Director Plan. The option grants under the
Director Plan are automatic and non-discretionary. Generally, the Director Plan
provides for an initial grant of options to purchase 15,000 shares of common
stock to each new non-employee director of the company when such individual
first becomes an Outside Director. In addition, each non-employee director will
automatically be granted subsequent options to purchase 5,000 shares of common
stock on each date on which such director is re-elected by the stockholders of
the company, provided that as of such date such director has served on the Board
of Directors for at least six months. The exercise price of the options is 100%
of the fair market value of the common stock on the grant date. The term of each
option is ten years and each option granted to an non-employee director vests
over a three year period. The Director Plan will terminate in January 2008
unless sooner terminated by the Board of Directors.

1998 Stock Plan.  The 1998 Stock Plan generally provides for the grant to
employees, directors and consultants of stock options and stock purchase rights.
Unless terminated sooner, the 1998 Plan will terminate automatically in January
2008. A total of 5,000,000 shares have been reserved for issuance under the 1998
Stock Plan with provision for an annual replenishment to bring the share
reserved for issuance under the plan to 5,000,000 shares as of each January 1.

Unless determined otherwise by the Board of Directors or a committee
appointed by the Board of Directors, options and stock purchase rights granted
under the 1998 Plan are not transferable by the optionee. Generally, the
exercise price of all stock options granted under the 1998 Plan must be at least
equal to the fair market value of the shares on the date of grant. In general,
the options granted will vest over a four year period and the term of the
options granted under the 1998 Plan may not exceed ten years.

1998 Stock Option Plan for French Employees.  Unless terminated sooner, the
French Plan will continue in existence until 2003. The French Plan provides for
the granting of options to employees of our French subsidiaries. A total of
250,000 shares of common stock have been reserved for issuance under the French
Plan with provision for an annual replenishment to bring the share reserved for
issuance under the plan to 250,000 shares as of each January 1. In general,
stock options granted under the French Plan vest over a four year period, the
exercise price for each option granted under the French Plan shall be 100% of
the fair market value of the shares of common stock on the date the option is
granted and the maximum term of the option must not exceed ten years. Shares
subject to the options granted under the French Plan may not be

55

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AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

transferred, assigned or hypothecated in any manner other than by will or the
laws of descent or distribution before the date which is five years after the
date of grant.

A summary of the status of the stock option plans follows:

WEIGHTED AVERAGE
NUMBER       EXERCISE PRICE
OF SHARES       PER SHARE
---------    ----------------

Balance at January 1, 1998..................         --             --
Granted.....................................  3,974,200         $10.01
Exercised...................................         --             --
Cancelled...................................    150,300         $11.00
---------         ------
Balance at December 31, 1998................  3,823,900         $ 9.97
Granted.....................................  1,468,450         $10.62
Exercised...................................     75,534         $10.49
Cancelled...................................    151,268         $ 9.91
---------         ------
Balance at December 31, 1999................  5,065,548         $10.15
Granted.....................................  5,168,950         $40.15
Exercised...................................    418,388         $10.32
Cancelled...................................    545,909         $33.87
---------         ------
Balance at December 31, 2000................  9,270,201         $25.48
=========         ======
Options exercisable at:
December 31, 1998...........................         --             --
December 31, 1999...........................  1,363,644         $ 9.82
December 31, 2000...........................  2,827,380         $10.23

Significant option groups outstanding at December 31, 2000 and the related
weighted average exercise price and remaining contractual life information are
as follows:

OUTSTANDING            EXERCISABLE
--------------------   --------------------     WEIGHTED
WEIGHTED               WEIGHTED     AVERAGE
AVERAGE                AVERAGE     REMAINING
SHARES      PRICE      SHARES      PRICE     LIFE (YEARS)
---------   --------   ---------   --------   ------------

Options with Exercise Price of:
$50.438 - $62.75..................     99,150    $52.79           --    $   --        9.3
$33.563 - $49.50..................  3,760,800    $42.98           --    $   --        9.2
$22.125 - $32.31..................    621,100    $29.76        9,750    $28.04        9.5
$14.438 - $21.563.................    535,641    $17.83       64,142    $18.17        9.4
$9.06 - $13.375...................  3,585,620    $10.45    2,381,659    $10.65        7.6
$5.66 - $8.06.....................    667,890    $ 5.69      371,829    $ 5.69        7.9
---------              ---------
Options outstanding at December 31,
2000..............................  9,270,201              2,827,380
=========              =========

56

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AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A summary of the weighted average fair value of options at grant date
granted during the year ended December 31, 2000, 1999 and 1998 follows:

WEIGHTED AVERAGE   WEIGHTED AVERAGE
NUMBER      EXERCISE PRICE       GRANT DATE
OF SHARES      PER SHARE         FAIR VALUES
---------   ----------------   ----------------

Options granted during 2000:
Options whose exercise price equals market
price on grant date.....................  5,168,950        $40.15             $22.46
=========        ======             ======
Options granted during 1999:
Options whose exercise price equals market
price on grant date.....................  1,468,450        $10.62             $ 6.33
=========        ======             ======
Options granted during 1998:
Options whose exercise price is greater
than the market price on grant date.....     42,600        $11.00             $ 2.22
---------        ------             ------
Options whose exercise price equals market
price on grant date.....................  3,901,600        $ 9.99             $ 4.31
---------        ------             ------
Options whose exercise price is less than
the market price on grant date..........     30,000        $10.34             $ 4.97
=========        ======             ======

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

FOR THE YEAR ENDED
DECEMBER 31,
--------------------
2000    1999    1998
----    ----    ----

Expected life (in years)................................    4       4       4
Risk-free interest rate.................................  6.8%    5.5%    5.4%
Volatility..............................................   66%     75%     47%
Dividend yield..........................................   --      --      --

1998 Employee Stock Purchase Plan.  A total of 1,000,000 shares of common
stock have been made available for sale under the Stock Purchase Plan and an
annual increase is to be added on each anniversary date of the adoption of the
Purchase Plan. Employees (including officers and employee directors of the
company but excluding 5% or greater stockholders) are eligible to participate if
they are customarily employed for at least 20 hours per week. The Stock Purchase
Plan permits eligible employees to purchase common stock through payroll
deductions, which may not exceed 15% of the compensation an employee receives on
each payday. Each participant will be granted an option on the first day of a
two year offering period, and shares of common stock will be purchased on four
purchase dates within the offering period. The purchase price of the common
stock under the Purchase Plan will be equal to 85% of the lesser of the fair
market value per share of common stock on the start date of the offering period
or on the purchase date. Employees may end their participation in an offering
period at any time, and participation ends automatically on termination of
employment with the company. The Purchase Plan will terminate in January 2008,
unless sooner terminated by the Board of Directors.

For the years ended December 31, 2000, 1999 and 1998, employees purchased
common stock shares under the stock purchase plan of 263,498, 586,755 and 0,
respectively. The average estimated fair values of the purchase rights granted
during the years ended December 31 2000, 1999 and 1998 based on the
Black-Scholes

57

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AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

option pricing model were $12.17, $5.65 and $1.38, respectively. The following
weighted average assumptions were used:

FOR THE YEAR ENDED
DECEMBER 31,
--------------------
2000    1999    1998
----    ----    ----

Expected life (in years)................................  0.5     0.5     0.6
Risk-free interest rate.................................  6.8%    5.4%    5.5%
Volatility..............................................   66%     75%     47%
Dividend yield..........................................   --      --      --

We account for our stock-based compensation plans in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and the Financial Accounting Standards Board Interpretation No. 44,
"Accounting for Certain Transactions Involving Stock Compensation, an
Interpretation of APB No. 25." Accordingly, compensation cost for stock-based
plans is generally measured as the excess, if any, of the quoted market price of
our company's stock at the date of the grant over the amount an employee must
pay to acquire the stock. Had we recorded compensation expense for our stock
compensation plans, as provided by SFAS No. 123, "Accounting for Stock-Based
Compensation," our reported net income and basic and diluted earnings per share,
which reflects pro forma adjustments for income taxes for 1998, would have been
reduced to the pro forma amounts indicated below:

FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2000         1999        1998
---------    --------    --------
(IN THOUSANDS EXCEPT PER SHARE)

Net Income:
As reported................................  $154,153     $76,719     $70,960
Pro forma..................................  $127,581     $72,033     $69,313
Earnings per share:
Basic:
As reported.............................  $   1.06     $  0.64     $  0.67
Pro forma...............................  $   0.88     $  0.60     $  0.65
Diluted:
As reported.............................  $   1.02     $  0.63     $  0.66
Pro forma...............................  $   0.85     $  0.59     $  0.64

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair value of financial instruments has been determined using
available market information and appropriate methodologies; however,
considerable judgment is required in interpreting market data to develop the
estimates for fair value. Accordingly, these estimates are not necessarily
indicative of the amounts that we could realize in a current market exchange.
Certain of these financial instruments are with major financial institutions and
expose us to market and credit risks and may at times be concentrated with
certain counterparties or groups of counterparties. The creditworthiness of
counterparties is continually reviewed, and full performance is anticipated.

The carrying amounts reported in the balance sheet for short-term
investments, due from affiliates, other accounts receivable, due to affiliates,
accrued expenses and accrued income taxes approximate fair value due

58

60
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

to the short-term nature of these instruments. The methods and assumptions used
to estimate the fair value of other significant classes of financial instruments
is set forth below:

Cash and Cash Equivalents.  Cash and cash equivalents are due on
demand or carry a maturity date of less than three months when purchased.
The carrying amount of these financial instruments is a reasonable estimate
of fair value.

Available for sale investments.  The fair value of these financial
instruments was estimated based on market quotes, recent offerings of
similar securities, current and projected financial performance of the
company and net asset positions.

Long-term debt.  The carrying amount of our total long-term debt as
December 31, 2000 was $1,586 million and the fair value based on available
market quotes is estimated to be $1,483 million.

14. COMMITMENTS AND CONTINGENCIES

We are involved in various claims incidental to the conduct of our
business. Based on consultation with legal counsel, management does not believe
that any claims, either individually or in the aggregate, to which we are a
party will have a material adverse effect on our financial condition or results
of operations.

We are disputing certain amounts due under a technology license agreement
with a third party. To date, this dispute has not involved the judicial systems.
We have accrued our estimate of amounts due under this agreement. However,
depending on the outcome of this dispute, the ultimate amount payable by us, as
of December 31, 2000, could be up to $12.6 million.

Net future minimum lease payments under operating leases that have initial
or remaining noncancelable lease terms in excess of one year are:

DECEMBER 31,
2000
--------------
(IN THOUSANDS)

2001...................................................     $ 14,548
2002...................................................       12,627
2003...................................................        9,130
2004...................................................        5,935
2005...................................................        4,817
Thereafter.............................................       98,869
--------
Total (net of minimum sublease income of
$4,403).........................................     $145,926
========

Rent expense amounted to $13.7 million, $10.4 million and $7.8 million for
2000, 1999 and 1998, respectively. We lease office space in West Chester,
Pennsylvania from certain of our stockholders. The lease expires in 2006. We
have the option to extend the lease for an additional 10 years through 2016.
Amounts paid for this lease in 2000, 1999 and 1998 were $1.2 million, $1.1
million and $1.1 million, respectively.

We have various purchase commitments for materials, supplies and capital
equipment incidental to the ordinary conduct of business. As of December 31,
2000 we had commitments for capital equipment of approximately $63 million. In
the aggregate, such commitments are not at prices in excess of current market.

15. SEGMENT INFORMATION

In accordance with SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," we have two reportable segments, packaging
and test services and wafer fabrication services.

59

61
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

These segments are managed separately because the services provided by each
segment require different technology and marketing strategies.

Packaging and Test Services.  Through our four factories located in the
Philippines and our four factories located in Korea, we offer a complete and
integrated set of packaging and test services including IC packaging design,
leadframe and substrate design, IC package assembly, final testing, burn-in,
reliability testing and thermal and electrical characterization.

Wafer Fabrication Services.  Through our wafer fabrication services
division, we provide marketing, engineering and support services of ASI's deep
submicron CMOS foundry, under a long-term supply agreement.

We derive substantially all of our wafer fabrication revenues from Texas
Instruments (TI). Total net revenues derived from TI accounted for 14.1% and
16.5% of net revenues in 2000 and 1999, respectively. Total net revenues for
services provided to TI prior to 1999 were less than 10%. Intel Corporation,
accounted for approximately 14.1% and 20.6% of net revenues in 1999 and 1998,
respectively. Revenues for services provided to Intel for 2000 did not exceed
10%. Our company's five largest customers collectively accounted for 34.8%,
43.6% and 41.6% of net revenues in 2000, 1999 and 1998, respectively. The
companies that constitute our five largest customers have varied from year to
year.

The accounting policies for segment reporting are the same as those
described in Note 1 of Notes to Consolidated Financial Statements. We evaluate
our operating segments based on operating income. Summarized financial
information concerning our reportable segments is shown in the following table.
The "Other" column includes the elimination of inter-segment balances and
corporate assets which include cash and cash equivalents, non-operating balances
due from affiliates, investment in ASI and TSTC and other investments.

60

62
AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PACKAGING        WAFER
AND TEST     FABRICATION     OTHER        TOTAL
----------    -----------    --------    ----------
(IN THOUSANDS)

2000
Net revenues..............................  $2,009,701     $377,593      $     --    $2,387,294
Gross profit..............................     567,381       37,755            --       605,136
Operating income..........................     299,101       24,275            --       323,376
Depreciation and amortization including
debt issue costs.......................     330,824        2,085            --       332,909
Capital expenditures including by
acquisition............................     883,752        1,124            --       884,876
Total assets..............................   2,732,733       46,231       614,320     3,393,284
1999
Net revenues..............................  $1,617,235     $292,737      $     --    $1,909,972
Gross profit..............................     319,877       29,279            --       349,156
Operating income..........................     158,283       17,794            --       176,077
Depreciation and amortization including
debt issue costs.......................     178,771        1,561            --       180,332
Capital expenditures including by
acquisition............................     603,173        2,536            --       605,709
Total assets..............................   1,391,105       37,011       326,973     1,755,089
1998
Net revenues..............................  $1,452,285     $115,698      $     --    $1,567,983
Gross profit..............................     243,479       17,354            --       260,833
Operating income..........................     124,462        8,274            --       132,736
Depreciation and amortization including
debt issue costs.......................     118,676          563            --       119,239
Capital expenditures......................     102,142        5,747            --       107,889
Total assets..............................     655,695       65,941       281,961     1,003,597

The following table presents net revenues by country based on the location
of the customer:

NET REVENUES
----------------------------------------
2000           1999           1998
----------    ------------    ----------
(IN THOUSANDS)

United States.................................  $1,280,896     $1,316,147     $1,124,764
Foreign countries.............................   1,106,398        593,825        443,219
----------     ----------     ----------
Consolidated..................................  $2,387,294     $1,909,972     $1,567,983
==========     ==========     ==========

The following table presents property, plant and equipment based on the
location of the asset:

PROPERTY, PLANT AND EQUIPMENT
----------------------------------
2000         1999        1998
----------    --------    --------
(IN THOUSANDS)

United States.....................................  $   84,351    $ 48,438    $ 48,851
Philippines.......................................     579,619     448,644     366,717
Korea.............................................     813,983     362,144          --
Other foreign countries...........................         557         542         543
----------    --------    --------
Consolidated......................................  $1,478,510    $859,768    $416,111
==========    ========    ========

61

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AMKOR TECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following supplementary information presents net revenues allocated by
product family for the packaging and test segment:

NET REVENUES
----------------------------------------
2000           1999           1998
----------    ------------    ----------
(IN THOUSANDS)

Traditional leadframe.........................  $  647,872     $  559,563     $  603,222
Advanced leadframe............................     508,544        412,395        342,866
Laminates.....................................     719,576        561,181        438,034
Test and other................................     133,709         84,096         68,163
----------     ----------     ----------
Consolidated..................................  $2,009,701     $1,617,235     $1,452,285
==========     ==========     ==========

16. SUBSEQUENT EVENT (UNAUDITED)

Joint Venture with Toshiba Corporation.  In January 2001, we began
operating a joint venture with Toshiba Corporation providing semiconductor
assembly and test services in Japan. We own 60% of the joint venture company and
will acquire the remaining 40% by the end of the third year of the joint venture
operation for a price to be determined based on the performance of the joint
venture during the three year period but at a purchase price which can not
exceed approximately $40 million subject to exchange rate fluctuations. The
joint venture took over the operations of the existing assembly facility at a
Toshiba facility and continues to provide packaging and test services for
Toshiba under a long-term agreement.

Offering of Senior Notes.  In February 2001, we sold $500.0 million
principal amount of our 9.25% senior notes due 2008 in a private placement. We
used $387.5 million of the $490.0 million of the net proceeds of this offering
to repay amounts outstanding under our secured bank facilities, and the balance
of the net proceeds was available to be used for general corporate and working
capital purposes. In March 2001, we amended the secured bank facilities to relax
certain of the covenants and to provide us with additional operating
flexibility.

Acquisitions in Taiwan.  On March 7, 2001, we announced that in separate
transactions, that we will acquire Taiwan Semiconductor Corporation (TSTC) and
Sampo Semiconductor Corporation (SSC) in Taiwan. Both TSTC and SSC signed
letters of intent enabling negotiations to proceed. Both agreements are expected
to be finalized in April 2001. The purchase price will be paid principally
through the issuance of additional shares of our common stock.

62

64

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

The Stockholders and the Board of Directors
Amkor Technology Philippines (P1/P2), Inc. and
Amkor Technology Philippines (P3/P4), Inc.

We have audited the combined balance sheet of Amkor Technology Philippines
(P1/P2), Inc. and Amkor Technology Philippines (P3/P4), Inc., (formerly
Amkor/Anam Pilipinas, Inc. and Amkor/Anam Advanced Packaging, Inc.,
respectively, companies incorporated under the laws of the Republic of the
Philippines and collectively referred to as the "Companies") as of December 31,
2000, and the related combined statements of income, stockholders' equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Companies' management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of Amkor
Technology Philippines (P1/P2), Inc. and Amkor Technology Philippines (P3/P4),
Inc. as of December 31, 2000, and the combined results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.

/s/ SYCIP GORRES VELAYO & CO.

Makati City, Philippines
January 18, 2001

63

65

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Amkor Technology, Inc.:

We have audited the accompanying consolidated balance sheet of Amkor
Technology, Inc. and its subsidiaries as of December 31, 1999, and the related
consolidated statements of income, stockholders' equity and cash flows for the
years ended December 31, 1998 and 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits. We did not audit the
financial statements of Anam Semiconductor, Inc. ("ASI") (See Note 2), the
investment in which is reflected in the accompanying 1999 financial statements
using the equity method of accounting. The investment in ASI represents 2% of
total assets at December 31, 1999 and the equity in its net loss represents 2%
of net income before the equity in loss of investees in 1999. In addition, we
did not audit the financial statements of Amkor Technology Korea, Inc., ("ATK"),
a wholly-owned subsidiary, which statements reflect total assets and total
operating income of 35% and 6%, respectively, of the related consolidated totals
in 1999. The statements of ASI and ATK were audited by other auditors whose
reports have been furnished to us and our opinion, insofar as it relates to
amounts included for ASI and ATK, is based solely on the reports of the other
auditors.

We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, based upon our audits and the reports of other auditors,
the financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Amkor Technology, Inc. and its
subsidiaries as of December 31, 1999, and the results of their operations and
their cash flows for the years ended December 31, 1998 and 1999, in conformity
with accounting principles generally accepted in the United States.

/s/ ARTHUR ANDERSEN LLP
Philadelphia, Pennsylvania
February 3, 2000

64

66

REPORT OF INDEPENDENT ACCOUNTANTS

To the Shareholder and Board of Directors of
Amkor Technology Korea, Inc.

We have audited the accompanying balance sheet of Amkor Technology Korea,
Inc. (the "Company") as of December 31, 1999, and the related statements of
operations, stockholder's equity, and cash flows for the period from February 19
(date of incorporation) to December 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Amkor Technology Korea, Inc.
as of December 31, 1999, and the results of its operations and its cash flows
for the period from February 19 (date of incorporation) to December 31, 1999 in
conformity with generally accepted accounting principles in the United States of
America.

/s/ SAMIL ACCOUNTING CORPORATION

Seoul, Korea
January 15, 2000

65

67

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Amkor Technology, Inc.:

We have audited in accordance with generally accepted auditing standards in
the United States, the Consolidated Financial Statements of Amkor Technology,
Inc. and its subsidiaries as of December 31, 1999 and for the years ended
December 31, 1999 and 1998 included in this Form 10-K and have issued our report
thereon dated February 3, 2000. Our audits were made for the purpose of forming
an opinion on the basic financial statements taken as a whole. The schedule
listed in the index above is the responsibility of the Company's management and
is presented for the purpose of complying with the Securities an Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audits of
the basic financial statements for the years ended December 31, 1999 and 1998,
and in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania
February 3, 2000

66

68

AMKOR TECHNOLOGY, INC. AND SUBSIDIARIES

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

ADDITIONS
BALANCE AT     CHARGED
BEGINNING        TO                                BALANCE AT
OF PERIOD      EXPENSE     WRITE-OFFS    OTHER    END OF PERIOD
----------    ---------    ----------    -----    -------------
(IN THOUSANDS)

Year ended December 31, 1998:
Allowance for doubtful accounts......    $4,234       $ 1,720        $ (2)       --         $5,952
Year ended December 31, 1999:
Allowance for doubtful accounts......    $5,952       $(3,500)       $ (9)       --         $2,443
Year ended December 31, 2000:
Allowance for doubtful accounts......    $2,443       $   (17)       $ --        --         $2,426

67

69

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Reference is made to the information required by Item 304 of Regulation S-K
and Item 9 of Form 10-K regarding our change in our certifying accountants filed
in a Current Report on Form 8-K on September 18, 2000 dated September 11, 2000,
which information is hereby incorporated by reference.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT

DIRECTORS AND EXECUTIVE OFFICERS

Reference is made to the information regarding our directors and officers
under the heading "Directors and Officers" in our proxy statement to be
delivered to stockholders in connection with the 2001 annual meeting of
stockholders, which information is hereby incorporated by reference.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires a company's
officers and directors, and persons who own more than ten percent of a
registered class of the company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities
and Exchange Commission (the "SEC") and the National Association of Securities
Dealers, Inc. Such officers, directors and ten-percent stockholders are also
required by SEC rules to furnish the company with copies of all forms that they
file pursuant to Section 16(a). Based solely on our review of the copies of such
forms received by us, or written representations from certain reporting persons
that no other reports were required for such persons, we believe that all
Section 16(a) filing requirements applicable to our officers, directors and
ten-percent stockholders were complied with in a timely fashion.

ITEM 11.  EXECUTIVE COMPENSATION

Reference is made to the information regarding executive compensation
appearing under the heading "Executive Compensation" in our proxy statement to
be delivered to stockholders in connection with the 2001 annual meeting of
stockholders, which information is hereby incorporated by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Reference is made to the information regarding security ownership under the
heading "Security Ownership of Certain Beneficial Owners and Management" in our
proxy statement to be delivered to stockholders in connection with the 2001
annual meeting of stockholders, which information is hereby incorporated by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Reference is made to the information regarding relationships and related
transactions under the heading "Certain Relationships and Related Transactions"
in our proxy statement to be delivered to stockholders in connection with the
2001 annual meeting of stockholders, which information is hereby incorporated by
reference.

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)Financial Statements and Financial Statement Schedules.  The financial
statements and schedule filed as part of this Annual Report on Form 10-K are
listed in the index under Item 8.

68

70

(b) REPORTS ON FORM 8-K

We filed with the Securities and Exchange Commission the following report
on Form 8-K during the fourth quarter of the fiscal year ended December 31,
2000:

Current Reports on Form 8-K/A dated May 2, 2000 (filed October 30, 2000)
related to the acquisition of K1, K2 and K3 and our investment in Anam
Semiconductor, Inc. and the financing transactions related to the acquisition
and investment.

Current Report on Form 8-K dated October 31, 2000 (filed November 6, 2000)
related to a press release dated October 31, 2000 announcing our financial
results for the third quarter ended September 30, 2000.

(c) EXHIBITS

2.1   Asset Purchase Agreement by and between Amkor Technology
Korea, Inc. and Anam Semiconductor, Inc., dated January 14,
2000.(7)
2.2   Amendment to Asset Purchase Agreement by and between Amkor
Technology Korea, Inc. and Anam Semiconductor, Inc., dated
as of February 25, 2000.(7)
3.1   Certificate of Incorporation.(1)
3.2   Certificate of Correction to Certificate of
Incorporation.(2)
3.3   Restated Bylaws.(2)
4.1   Specimen Common Stock Certificate.(1)
4.2   Convertible Subordinated Notes Indenture dated as of May 6,
1998 between the Registrant and State Street Bank and Trust
Company, including form of 5 3/4% Convertible Subordinated
Notes due 2003.(1)
4.3   Senior Notes Indenture dated as of May 6, 1999 between the
Registrant and State Street Bank and Trust Company,
including form of 9 1/4% Senior Note Due 2006.(4)
4.4   Senior Subordinated Notes Indenture dated as of May 6, 1999
between the Registrant and State Street Bank and Trust
Company, including form of 10 1/2% Senior Subordinated Note
Due 2009.(4)
4.5   Convertible Subordinated Notes Indenture dated as of March
22, 2000 between the Registrant and State Street Bank and
Trust Company, including form of 5% Convertible Subordinated
Notes due 2007.(6)
4.6   Registration Agreement between the Registrant and the
Initial Purchasers named therein dated as of March 22,
2000.(1)
10.1   Form of Indemnification Agreement for directors and
officers.(1)
10.2   1998 Stock Plan and form of agreement thereunder.(1)
10.3   Form of Tax Indemnification Agreement between Amkor
Technology, Inc., Amkor Electronics, Inc. and certain
stockholders of Amkor Technology, Inc.(1)
10.4   Commercial Office Lease between the 12/31/87 Trusts of Susan
Y., David D. and John T. Kim and Amkor Electronics, Inc.,
dated October 1, 1996.(1)
10.5   Commercial Office Lease between the 12/31/87 Trusts of Susan
Y., David D., and John T. Kim and Amkor Electronics, Inc.,
dated June 14, 1996.(1)
10.6   Contract of Lease between Corinthian Commercial Corporation
and Amkor/Anam Pilipinas Inc., dated October 1, 1990.(1)
10.7   Contract of Lease between Salcedo Sunvar Realty Corporation
and Automated Microelectronics, Inc., dated May 6, 1994.(1)
10.8   Lease Contract between AAP Realty Corporation and Amkor/Anam
Advanced Packaging, Inc., dated November 6, 1996.(1)
10.9   Immunity Agreement between Amkor Electronics, Inc. and
Motorola, Inc., dated June 30, 1993.(1)
10.10  1998 Director Option Plan and form of agreement
thereunder.(1)

69

71

10.11  1998 Employee Stock Purchase Plan.(1)
10.12  Foundry Services Agreement by and among Amkor Electronics, Inc., C.I.L. Limited, Anam Industries Co., Ltd.
and Anam USA dated as of January 1, 1998.(1)
10.13  Technical Assistance Agreement by and between Texas Instruments Incorporated and Anam Industrial Co., Ltd.
dated as of July 1, 2000.(8)+
10.14  Amended Manufacturing and Purchase Agreement by and between Texas Instruments Incorporated, Anam
Industrial Co., Ltd. and Amkor Electronics, Inc., dated as of July 1, 2000.(8)+
10.15  1998 Stock Option Plan for French Employees.(1)
10.16  Loan Agreement between Amkor Electronics, Inc. and John Boruch dated January 30, 1998.(3)
10.17  Shareholders Agreement, dated April 10, 1998, by and among Amkor Electronics, Inc., Anam Industrial Co.
Ltd., Scientek International Investment Co. Ltd., Chinfon Semiconductor & Technology Co., Ltd., Taiwan
Semiconductor Manufacturing Company Ltd., and Acer Incorporated.(6)+
10.18  Intellectual Property Transfer and License Agreement by and between Amkor Technology, Inc. and Anam
Semiconductor, Inc.(5)
12.1   Calculation of Ratio of Earnings to Fixed Charges.
21.1   List of Subsidiaries of the Registrant.
23.1   Consent of PricewaterhouseCoopers LLP.
23.2   Consent of Sycip Gorres Velayo & Co.
23.3   Consent of Samil Accounting Corporation.
23.4   Consent of Arthur Andersen LLP.
23.5   Consent of Siana Carr & O'Connor, LLP.
23.6   Consent of Ahn Kwon & Company.

---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 filed October 6, 1997, as amended (File No. 333-37235).

(2) Incorporated by reference to the Company's Registration Statement on Form
S-1 filed August 26, 1998, as amended (File No. 333-49645).

(3) Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 31, 1999, as amended.

(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed May 17, 1999.

(5) Incorporated by reference to the Company's Report on Form 8-K dated October
26, 1999.

(6) Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 30, 2000, as amended.

(7) Incorporated by reference to the Company's Report on Form 8-K dated May 2,
2000, as amended.

(8) To be filed by amendment.

+  Confidential Treatment requested as to certain portions of this exhibit.

70

72

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report on Form
10-K to be signed, on its behalf by the undersigned, thereunto duly authorized.

AMKOR TECHNOLOGY, INC.

By: /s/     JAMES J. KIM
------------------------------------
James J. Kim
Chairman and Chief Executive Officer

Date: March 30, 2001

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James J. Kim and Kenneth Joyce, and each
of them, his attorneys-in-fact, and agents, each with the power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments to this Report on Form 10-K, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and conforming all that said
attorneys-in-fact and agents of any of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

NAME                                        TITLE                     DATE
----                                        -----                     ----

/s/ JAMES J. KIM                    Chief Executive Officer and        March 30, 2001
---------------------------------------------------    Chairman
James J. Kim

/s/ JOHN N. BORUCH                   President and Director             March 30, 2001
---------------------------------------------------
John N. Boruch

/s/ KENNETH JOYCE                   Chief Financial Officer            March 30, 2001
---------------------------------------------------    (Principal Financial and
Kenneth Joyce                       Accounting Officer)

/s/ WINSTON J. CHURCHILL                Director                           March 30, 2001
---------------------------------------------------
Winston J. Churchill

/s/ THOMAS D. GEORGE                  Director                           March 30, 2001
---------------------------------------------------
Thomas D. George

71

73

NAME                                        TITLE                     DATE
----                                        -----                     ----

/s/ GREGORY K. HINCKLEY                Director                           March 30, 2001
---------------------------------------------------
Gregory K. Hinckley

/s/ JOHN B. NEFF                    Director                           March 30, 2001
---------------------------------------------------
John B. Neff

/s/ JURGEN KNORR                    Director                           March 30, 2001
---------------------------------------------------
Jurgen Knorr

72

74

EXHIBIT INDEX

EXHIBIT
NUMBER                      DESCRIPTION OF DOCUMENT
-------                     -----------------------

2.1      Asset Purchase Agreement by and between Amkor Technology
Korea, Inc. and Anam Semiconductor, Inc., dated January 14,
2000.(7)
2.2      Amendment to Asset Purchase Agreement by and between Amkor
Technology Korea, Inc. and Anam Semiconductor, Inc., dated
as of February 25, 2000.(7)
3.1      Certificate of Incorporation.(1)
3.2      Certificate of Correction to Certificate of
Incorporation.(2)
3.3      Restated Bylaws.(2)
4.1      Specimen Common Stock Certificate.(1)
4.2      Convertible Subordinated Notes Indenture dated as of May 6,
1998 between the Registrant and State Street Bank and Trust
Company, including form of 5 3/4% Convertible Subordinated
Notes due 2003.(1)
4.3      Senior Notes Indenture dated as of May 6, 1999 between the
Registrant and State Street Bank and Trust Company,
including form of 9 1/4% Senior Note Due 2006.(4)
4.4      Senior Subordinated Notes Indenture dated as of May 6, 1999
between the Registrant and State Street Bank and Trust
Company, including form of 10 1/2% Senior Subordinated Note
Due 2009.(4)
4.5      Convertible Subordinated Notes Indenture dated as of March
22, 2000 between the Registrant and State Street Bank and
Trust Company, including form of 5% Convertible Subordinated
Notes due 2007.(6)
4.6      Registration Agreement between the Registrant and the
Initial Purchasers named therein dated as of March 22,
2000.(1)
10.1      Form of Indemnification Agreement for directors and
officers.(1)
10.2      1998 Stock Plan and form of agreement thereunder.(1)
10.3      Form of Tax Indemnification Agreement between Amkor
Technology, Inc., Amkor Electronics, Inc. and certain
stockholders of Amkor Technology, Inc.(1)
10.4      Commercial Office Lease between the 12/31/87 Trusts of Susan
Y., David D. and John T. Kim and Amkor Electronics, Inc.,
dated October 1, 1996.(1)
10.5      Commercial Office Lease between the 12/31/87 Trusts of Susan
Y., David D., and John T. Kim and Amkor Electronics, Inc.,
dated June 14, 1996.(1)
10.6      Contract of Lease between Corinthian Commercial Corporation
and Amkor/Anam Pilipinas Inc., dated October 1, 1990.(1)
10.7      Contract of Lease between Salcedo Sunvar Realty Corporation
and Automated Microelectronics, Inc., dated May 6, 1994.(1)
10.8      Lease Contract between AAP Realty Corporation and Amkor/Anam
Advanced Packaging, Inc., dated November 6, 1996.(1)
10.9      Immunity Agreement between Amkor Electronics, Inc. and
Motorola, Inc., dated June 30, 1993.(1)
10.10     1998 Director Option Plan and form of agreement
thereunder.(1)
10.11     1998 Employee Stock Purchase Plan.(1)
10.12     Foundry Services Agreement by and among Amkor Electronics,
Inc., C.I.L. Limited, Anam Industries Co., Ltd. and Anam USA
dated as of January 1, 1998.(1)
10.13     Technical Assistance Agreement by and between Texas
Instruments Incorporated and Anam Industrial Co., Ltd. dated
as of July 1, 2000.(8)+

75

EXHIBIT
NUMBER                      DESCRIPTION OF DOCUMENT
-------                     -----------------------

10.14     Amended Manufacturing and Purchase Agreement by and between
Texas Instruments Incorporated, Anam Industrial Co., Ltd.
and Amkor Electronics, Inc., dated as of July 1, 2000.(8)+
10.15     1998 Stock Option Plan for French Employees.(1)
10.16     Loan Agreement between Amkor Electronics, Inc. and John
Boruch dated January 30, 1998.(3)
10.17     Shareholders Agreement, dated April 10, 1998, by and among
Amkor Electronics, Inc., Anam Industrial Co. Ltd., Scientek
International Investment Co. Ltd., Chinfon Semiconductor &
Technology Co., Ltd., Taiwan Semiconductor Manufacturing
Company Ltd., and Acer Incorporated.(6)+
10.18     Intellectual Property Transfer and License Agreement by and
between Amkor Technology, Inc. and Anam Semiconductor,
Inc.(5)
12.1      Calculation of Ratio of Earnings to Fixed Charges.
21.1      List of Subsidiaries of the Registrant.
23.1      Consent of PricewaterhouseCoopers LLP.
23.2      Consent of Sycip Gorres Vegato & Co.
23.3      Consent of Samil Accounting Corporation.
23.4      Consent of Arthur Andersen LLP.
23.5      Consent of Siana Carr & O'Connor, LLP.
23.6      Consent of Ahn Kwon & Company.

---------------
(1) Incorporated by reference to the Company's Registration Statement on Form
S-1 filed October 6, 1997, as amended (File No. 333-37235).

(2) Incorporated by reference to the Company's Registration Statement on Form
S-1 filed August 26, 1998, as amended (File No. 333-49645).

(3) Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 31, 1999, as amended.

(4) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
filed May 17, 1999.

(5) Incorporated by reference to the Company's Report on Form 8-K dated October
26, 1999.

(6) Incorporated by reference to the Company's Annual Report on Form 10-K filed
March 30, 2000, as amended.

(7) Incorporated by reference to the Company's Report on Form 8-K dated May 2,
2000, as amended.

(8) To be filed by amendment.

+  Confidential Treatment requested as to certain portions of this exhibit.

1

EXHIBIT 12.1

AMKOR TECHNOLOGY, INC.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

YEAR ENDED DECEMBER 31,
-------------------------------------------------------
1996        1997        1998        1999        2000
-------    --------    --------    --------    --------
(IN THOUSANDS EXCEPT RATIO DATA)

Earnings
Income before income taxes and
equity in income (loss) of
investees.......................  $43,012    $ 61,006    $100,735    $105,288    $197,429
Interest expense...................   27,716      37,993      25,860      61,803     127,027
Amortization of debt issuance
costs...........................       --          --       1,217       3,466       7,013
Interest portion of rent...........    1,822       2,236       2,584       3,481       4,567
Less (earnings) loss of
affiliates......................     (661)       (512)         --       2,622          --
-------    --------    --------    --------    --------
$71,889    $100,723    $130,396    $176,660    $336,036
=======    ========    ========    ========    ========
Fixed Charges
Interest expense...................   27,716      37,993      25,860      61,803     127,027
Amortization of debt issuance
costs...........................       --          --       1,217       3,466       7,013
Interest portion of rent...........    1,822       2,236       2,584       3,481       4,567
-------    --------    --------    --------    --------
$29,538    $ 40,229    $ 29,661    $ 68,750    $138,607
=======    ========    ========    ========    ========
Ratio of earnings to fixed charges...      2.4x        2.5x        4.4x        2.6x        2.4x
=======    ========    ========    ========    ========

1

EXHIBIT 21.1

AMKOR TECHNOLOGY, INC.

LIST OF SUBSIDIARIES

A. Amkor Technology Hong Kong, Ltd. a limited liability corporation organized
under the laws of Hong Kong (incorporated 11/01/00).

B. Wafer Fabrication Services SARL, a corporation organized under the laws of
France.

C. 60% ownership in Amkor/Iwate, KK, a corporation incorporated under the laws
of Japan.

D. Guardian Assets, Inc., a Delaware corporation, and its wholly owned
subsidiaries:

1. Amkor Technology Euroservices SARL, a corporation organized under the
laws of France.

2. Amkor Technology Japan, KK., A Corporation Organized under the laws of
Japan (Incorporated 07/23/99).

3. Amkor International Holdings, a corporation organized under the laws of
the British Cayman Islands, and its wholly owned subsidiary:

(a) First Amkor Caymans, Inc., a corporation organized under the laws of
the British Cayman Islands, and its wholly owned subsidiaries:

(i) P-Four, Inc., a corporation organized under the laws of the
Philippines and its subsidiary:

(A) 60% ownership of Amkor Technology Philippines (P3/P4), Inc.,
both of which are corporations organized under the laws of
the Philippines (40% ownership by Amkor Technology Limited):

(1) Amkor Anam Precision Machine Corporation, a corporation
organized under the laws of Philippines, effective
07/01/99.

(B) 60% ownership of Amkor Technology Philippines (P1/P2) Inc.,
organized under the laws of the Philippines (40% ownership by
Amkor Technology, Limited).

(ii) Amkor Technology, Limited (100% wholly owned), a corporation
organized under the laws of the British Cayman Islands; and its
subsidiary:

(A) AT Korea (100% wholly owned), a corporation organized under
the laws of the Republic of Korea.

(B) SemiSys Co., Ltd. (100% wholly owned), a corporation
organized under the laws of the Republic of Korea.

(C) 40% ownership of Amkor Technology Philippines (P1/P2) Inc.,
organized under the laws of the Philippines (60% ownership by
P-Four, Inc.).

(D) 40% ownership of Amkor Technology Philippines (P3/P4), Inc.,
incorporated organized under the laws of the Philippines:

(1) Amkor Anam Precision Machine Corporation, a corporation
organized under the laws of the Philippines, effective
07/01/99.

1
EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-3 (File # 333-39642) and Form S-8 filings (File # 333-62891 
and File #333-86161) of Amkor Technology, Inc. of our report dated February 2, 
2001 relating to the financial statements and financial statement schedule, 
which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
March 30, 2001

1
Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 (File #333-39642) and Form S-8 filings (File #333-62891
and File #333-86161) of Amkor Technology, Inc. of our report dated January 18,
2001 relating to the financial statements of Amkor Technology Philippines
(P1/P2), Inc. and Amkor Technologies Philippines (P3/P4), Inc. (formerly
Amkor/Anam Pilipinas, Inc. and Amkor/Advanced Packaging, Inc., respectively),
which appears in this Form 10-K.

SyCip Gorres Velayo & Co.

Makati City, Philippines
March 29, 2001

1
EXHIBIT 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration 
Statement on Form S-3 (File #333-39642) and Form S-8 filings (File #333-62891 
and File #333-86161) of Amkor Technology, Inc. of our following reports:

-  dated January 15, 2000 relating to the financial statements of Amkor 
Technology Korea, Inc., which appears in this Form 10-K

-  dated January 19, 2001 relating to the consolidated financial statements of 
Anam Semiconductor, Inc. and its subsidiary which appears in this Current 
Report on Form 8-K.

Samil Accounting Corporation

Seoul, Korea
March 29, 2001

1
Exhibit 23.4

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Amkor Technology, Inc.

As independent public accountants, we hereby consent to the inclusion in this
Form 10-K of our reports dated February 3, 2000, and to the incorporation of our
reports into the Company's previously filed Registration Statements on Form S-8
File No. 333-62891 and No. 333-86161 and on Form S-3 File No. 333-39642. It
should be noted that we have not audited any financial statements or schedules
of the Company subsequent to December 31, 1999 or performed any audit procedures
subsequent to the date of our report.

/s/ ARTHUR ANDERSEN LLP
-------------------------
Arthur Andersen LLP

March 30, 2001

1
Exhibit 23.5

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of and
incorporation by reference of our report and to all references to our Firm
included in or made a part of this Amkor Technology, Inc. Form 10-K and into the
Company's previously filed Form S-8 Registration Statements File Numbers
333-62891 and 333-86161 and Form S-3 Registration Statement File Number
333-39642.

Siana Carr and O'Connor, LLP

Paoli, PA
March 29, 2001

1
Exhibit 23.6

CONSENT OF INDEPENDENT ACCOUNTANTS

As independent public accountants, we hereby consent to the use of and
incorporation by reference of our reports and to all references to our Firm
included in or made a part of this Amkor Technology, Inc. Form 10-K and into the
Company's previously filed Form S-8 Registration Statements File Numbers
333-62891 and 333-86161 and Form S-3 Registration Statement File Number
333-39642.

Ahn Kwon & Co.

Seoul, Korea
March 29, 2001