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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-K

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

1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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

10 1/2% SENIOR SUBORDINATED NOTES DUE 2009

9 1/4% SENIOR NOTES DUE 2006
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 $2,879,410,475 as of March 15, 2000.
The number of shares outstanding of each of the issuer's classes of common

equity, as of March 15, 2000, was as follows: 131,010,532 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 2000 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.................................................. 19



Item 3. LEGAL PROCEEDINGS........................................... 20



Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 20



PART II................................................................. 21



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

STOCKHOLDER MATTERS......................................... 21



Item 6. SELECTED FINANCIAL DATA..................................... 22



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

AND RESULTS OF OPERATIONS................................... 24



Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

RISK........................................................ 42



Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA................. 43



Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.................................... 81



PART III................................................................ 81



Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS;

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT........... 81



Item 11. EXECUTIVE COMPENSATION...................................... 81



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT.................................................. 81



Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............. 81



PART IV................................................................. 81



Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM

8-K......................................................... 81
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."
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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 packaging and test technology and our advanced manufacturing capabilities. We

also market the wafer fabrication services provided by Anam Semiconductor, Inc.

("ASI"). We have more than 190 customers, including 37 of the world's 40 largest

semiconductor companies, for whom we packaged more than 4.1 billion

semiconductor devices in 1999. Our customers include, among others, Advanced

Micro Devices, Inc., Intel Corporation, International Business Machines Corp.,

Lucent Technologies, Inc., Motorola, Inc., National Semiconductor Corp., Philips

Electronics N.V., ST Microelectronics PTE, Infineon Technologies AG and Texas

Instruments, Inc.
We provide packaging and test services through our three factories in the

Philippines and our factory in Korea known as K4, which we acquired from ASI in

May 1999. We currently source additional packaging and test services from three

factories, known as K1, K2 and K3, that are located in Korea and owned by ASI.

We intend to purchase the K1, K2 and K3 packaging and test facilities from ASI

during the second quarter of 2000 for a purchase price of approximately $950.0

million. These facilities constitute the remainder of ASI's packaging and test

business.
Our proposed acquisition of K1, K2 and K3 would eliminate our dependence on

ASI for packaging and test services. In 1999, we derived 45.0% of our net

revenues and 29.5% of our gross profit from sales of packaging and test services

performed by ASI. Historically, we have earned higher gross margins on the

packaging and test services performed by our company-owned facilities than on

the packaging and test services which we outsourced to ASI.
Following our acquisition of K1, K2 and K3, ASI's primary asset will be its

wafer fabrication facility. We currently purchase all of the output from this

wafer fabrication facility pursuant to a supply agreement. In 1999, we derived

15.3% of our net revenues and 8.8% of our gross profit from sales of wafer

fabrication services performed for us by ASI. In October 1999, we invested $41.6

million in ASI. We intend to make an additional investment of $459.0 million in

ASI. We expect ASI will use the proceeds from the sale of K1, K2 and K3 and our

investment to repay outstanding bank debt and for general corporate purposes. We

intend to finance the purchase of K1, K2 and K3 and the investment in ASI with

approximately $750.0 million of new secured bank debt, $410.0 million from a

private placement of our Series A preferred stock, cash on hand and the proceeds

from an offering of $225.0 million convertible subordinated notes ($258.8

million inclusive of the exercised over-allotment option).
Since April 1999, ASI has been subject to a debt restructuring arrangement

with its Korean creditor banks known as a "workout." ASI is negotiating with its

creditor banks to terminate its workout in connection
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with our proposed acquisition of K1, K2 and K3 and our proposed investment in

ASI. ASI currently anticipates that its creditor banks will convert up to W150

billion (approximately $132 million) of ASI's debt into equity of ASI, in

addition to approximately W98 billion (approximately $82 million) of debt that

was converted into equity in October 1999. ASI is negotiating with its creditor

banks to obtain further concessions relating to its debt. In October 1999, we

purchased 10 million shares of ASI's common stock at a price of W5,000 per share

for approximately $41.6 million. As a result of this investment and the

conversion of ASI's debt to equity by the creditor banks, we now own

approximately 18% of ASI's voting stock. If our proposed investment in ASI and

the additional conversion of debt to equity by ASI's creditor banks are

completed, we expect to own approximately 43% of ASI's outstanding voting stock,

we expect Mr. James Kim, our Chairman and CEO, and members of his family to

beneficially own approximately 6% of ASI's outstanding voting stock and we

expect ASI's creditor banks to own approximately 34% of ASI's outstanding voting

stock. In addition, Mr. Kim and members of his family will beneficially own

approximately 51% of our outstanding common and preferred voting stock.
Through our acquisition of K1, K2 and K3 and our investment in ASI, we

expect to be better positioned to capitalize on the anticipated growth in the

semiconductor industry and the increasing outsourcing of packaging and test

services by semiconductor manufacturers.
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.

According to industry estimates, the worldwide semiconductor market has expanded

at a compound annual growth rate of 13.0% over a period of six years from $65.3

billion in 1992 to $136.2 billion in 1998 and is expected to increase from

$155.4 billion in 1999 to $250.8 billion by 2002.
TRENDS TOWARD OUTSOURCING
Historically, semiconductor companies packaged semiconductors primarily in

their own factories and relied on independent providers to handle overflow

volume. Today, semiconductor companies are increasingly outsourcing 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

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.
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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
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