SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X]ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 (No Fee Required) for the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (No Fee Required)
COMMISSION FILE NUMBER: 000-29472
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
AMKOR TECHNOLOGY, INC., 401(K) PLAN
1900 S. PRICE ROAD
CHANDLER, AZ 85248
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
AMKOR TECHNOLOGY, INC.
1345 ENTERPRISE DRIVE
WEST CHESTER, PA 19380
FINANCIAL STATEMENTS AND EXHIBITS AS FOLLOWS:
Financial statements
- Report of Independent Accountants
- Statements of Net Assets Available for Benefits as of December
31, 2002 and December 31, 2001
- Statement of Changes in Net Assets Available for Benefits for
the year ended December 31, 2002
- Notes to Financial Statements
Exhibits
- Exhibit 23.1--Consent of Independent Accountants
- Exhibit 99.1--Certification of CEO in accordance with Section
906 of the Sarbanes-Oxley Act
- Exhibit 99.2--Certification of CFO in accordance with Section
906 of the Sarbanes-Oxley Act
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
administrator of the Amkor Technology, Inc., 401(K) Plan has duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
AMKOR TECHNOLOGY, INC., 401(K) PLAN
Date: June 26, 2003
By: /s/ Kenneth T. Joyce
------------------------------------
Name: Kenneth T. Joyce
Title: Chief Financial Officer,
Amkor Technology, Inc.
AMKOR TECHNOLOGY, INC. 401(k) PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL INFORMATION
AS OF DECEMBER 31, 2002 AND 2001 AND
FOR THE YEAR ENDED DECEMBER 31, 2002
I N D E X
Page
Number
------
Report of Independent Accountants F1
Statements of Net Assets Available for Benefits F2
Statement of Changes in Net Assets Available for Benefits F3
Notes to Financial Statements F4 - F8
Supplementary Financial Information:
Schedule G (Form 5500)
Part III, Schedule of Nonexempt Transactions F9
Schedule H (Form 5500)
Line 4i, Schedule of Assets Held at End of Year F10 - F11
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
the Amkor Technology, Inc., 401(K) Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Amkor Technology, Inc., 401(K) Plan (the "Plan") at December 31, 2002 and
2001, and the changes in net assets available for benefits for the year ended
December 31, 2002 in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audit. 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 provide a reasonable basis for our opinion.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of Nonexempt
Transactions and Assets Held at End of Year are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 13, 2003
F1
AMKOR TECHNOLOGY, INC. 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2002 AND 2001
2002 2001
--------------------------------------------------------------------------------------
Assets:
Investments, at fair value:
Amkor Technology, Inc. common stock $ 1,751,533 $ --
Shares of registered investment companies 27,112,649 29,526,875
Investment in commingled pool 3,128,183 2,410,577
Loans receivable - participants 806,127 652,214
----------- -----------
Total investments 32,798,492 32,589,666
----------- -----------
Receivables:
Employer's contribution receivable -- 67,935
Participants' contribution receivable -- 130,443
----------- -----------
Total receivables -- 198,378
----------- -----------
Total assets 32,798,492 32,788,044
Liabilities -- --
----------- -----------
Net assets available for benefits $32,798,492 $32,788,044
=========== ===========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F2
AMKOR TECHNOLOGY, INC. 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2002
2002
----------------------------------------------------------------------
ADDITIONS
Investment income:
Dividends $ 787,828
Net depreciation in fair value of investments (3,171,203)
Interest on participant loans 58,291
------------
Total investment income (2,325,084)
------------
Contributions:
Participants' 3,690,133
Employer's 2,253,423
Rollover 657,211
------------
Total contributions 6,600,767
------------
Total additions 4,275,683
------------
DEDUCTIONS
Benefits paid to participants (4,230,161)
Administrative expenses (35,074)
------------
Total deductions (4,265,235)
------------
Net increase 10,448
Net assets available for benefits - beginning of year 32,788,044
------------
Net assets available for benefits - end of year $ 32,798,492
============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
F3
AMKOR TECHNOLOGY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2002
(1) DESCRIPTION OF PLAN
The following description of the Amkor Technology, Inc., 401(K) Plan
(the Plan) provides only general information. Participants should refer
to the Plan document for a more complete description of the Plan's
provisions.
GENERAL
The Plan is a defined contribution plan covering substantially all
employees of Amkor Technology, Inc. (the Employer). The Plan is
intended to comply with the applicable requirements of the Internal
Revenue Code of 1986, as amended (the IRC) and the provisions of the
Employee Retirement Income Security Act of 1974, as amended (ERISA).
ADMINISTRATION
Under ERISA, the Employer is the designated administrator of the Plan.
The Employer has contracted with Fidelity Management Trust Company
(Fidelity Trust) and its affiliates to maintain participants' Plan
accounts and to provide certain other recordkeeping and administrative
services for the Plan, and with Fidelity Trust to act as the Plan's
trustee.
CONTRIBUTIONS
Participants may elect to defer up to 60% of their eligible
compensation (as defined in the Plan) each year, subject to IRC limits.
Participants may also rollover to the Plan amounts representing
eligible distributions from other qualified plans.
Each plan year, the Employer contributes non-discretionary matching
contributions in an amount equal to 75% of each eligible participant's
deferral contributions to the Plan, not to exceed the lesser of $6,000
or 16% of the participant's eligible compensation. Plan participants
must complete one year of service to be eligible for Employer matching
contributions. The Employer also may make additional matching Employer
contributions of a percent, if any, to be determined annually based on
a percentage of eligible participants' deferral contributions.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's deferral
contributions, any qualified rollover contributions and allocations of
(a) any Employer matching contributions and (b) Plan earnings or
losses, and charged with an allocation of administrative expenses, if
applicable. Allocations of Plan earnings or losses are based on
participant account balances. The benefit to which a participant is
entitled is the balance of the participant's vested account.
VESTING
Participants are immediately vested in their contributions plus actual
earnings (if any) thereon. Vesting in the Employer's matching
contribution portion of their accounts plus actual earnings (if any)
thereon is based on
F4
AMKOR TECHNOLOGY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2001 AND 2002
participants' years of credited service. A participant is 34% vested
after one year of credited service, 67% vested after two years of
credited service and 100 percent vested after three years of credited
service.
Active participants will become fully vested in the Employer's matching
contribution portion of their accounts if they reach normal retirement
age (age 65), become disabled (as defined in the Plan), or die.
FORFEITURES
At December 31, 2002 and 2001, forfeited nonvested accounts totaled
$133,559 and $123,382, respectively, and are available to reduce the
Employer's cost of future matching contributions. In 2002, the Employer
did not use forfeited nonvested accounts to reduce its matching
contributions.
PAYMENT OF BENEFITS
On termination of service, a participant generally may elect to leave
his or her account balance in the Plan or receive a lump-sum
distribution of his or her vested account balance. If a terminated
participant's vested account balance is $5,000 or less, a lump sum
distribution of the participant's vested account balance automatically
will be made without his or her consent.
INVESTMENT OPTIONS
Assets of the Plan are held by Fidelity Trust and are invested in the
investment options available under the Plan based on instructions
received from Plan participants. The Plan offers a number of options
for the investment of participants' Plan accounts, including various
mutual funds, an open-ended commingled pool sponsored by Fidelity Trust
and, effective January 1, 2002, an Employer common stock fund.
ADMINISTRATIVE EXPENSES
The Plan's administrative expenses are payable from Plan assets unless
paid by the Employer, as provided by the Plan document. During 2002,
administrative expenses of the Plan paid by the Employer amounted to
approximately $35,100.
(2) SUMMARY OF ACCOUNTING POLICIES
PRESENTATION
The financial statements of the Plan are presented on the accrual basis
of accounting.
ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of net assets
available for plan benefits and changes therein. Accordingly, actual
results could differ from those estimates.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
F5
AMKOR TECHNOLOGY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2001 AND 2002
RISKS AND UNCERTAINTIES
As described in Note 1, the Plan provides participants with various
investment options. Such investments are exposed to various risks, such
as interest rate, market and credit risks. Due to the level of risk
associated with certain investments and the level of uncertainty
related to changes in the value of certain investments, it is at least
reasonably possible that changes in risks in the near term would
materially affect participants' account balances and the amounts
reported in the statement of net assets available for benefits and the
statement of changes in net assets available for benefits.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
(3) PARTICIPANT LOANS RECEIVABLE
Participants may borrow from their accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 (less their highest outstanding
loan balance during the prior 12 months) or 50 percent of their vested
account balance. Loan transactions are treated as a transfer to (from)
the investment fund from (to) the Participant Loan Fund. Loan terms
range from 1-5 years or up to 10 years for the purchase of a primary
residence. The loans are secured by the vested balance in the
participant's account and bear interest at a rate commensurate with
local prevailing market rates. Outstanding loans at December 31, 2002
carry interest rates ranging from 6% to 10.67%. Principal and interest
generally are paid ratably through monthly payroll deductions. Loans
are payable in full upon a participant's termination of employment with
the Employer.
(4) PLAN TERMINATION
Although it has not expressed any interest to do so, the Employer has
the right under the Plan to terminate or modify the Plan at any time
and for any reason, subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100 percent vested in their
accounts.
(5) TAX STATUS
The Plan obtained its latest determination letter on December 5, 2001,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
IRC. The Plan has been amended since receiving the determination letter
to bring it into compliance with applicable law and to make other
desired changes. The Plan administrator believes that the Plan
continues to be designed and is being operated in compliance with the
applicable requirements of the IRC. Therefore, no provision for income
taxes has been included in the Plan's financial statements.
F6
AMKOR TECHNOLOGY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2001 AND 2002
(6) INVESTMENTS
Investments that represent 5% or more of the Plan's net assets as of
December 31, 2002 and 2001 are separately identified as follows:
2002 2001
Fair Value Fair Value
----------- -----------
Fidelity Managed Income Portfolio $ 3,128,183 $ 2,410,577
Fidelity Low Priced Stock 2,555,850 1,697,054
Fidelity Growth & Income Portfolio -- 3,533,258
Fidelity Dividend Growth Fund 4,262,569 5,263,172
Fidelity Equity Income Fund 1,717,294 1,928,396
Fidelity Freedom Funds 2,977,164 3,182,670
Spartan U. S. Equity Index Fund 2,613,224 3,227,918
Janus Worldwide Fund 2,273,991 3,254,140
Baron Asset Fund -- 2,115,281
Amkor Technology, Inc. common stock 1,751,533 --
Fidelity Investment Grade Bond Fund 6,314,285 --
Fidelity Mid Cap Stock Fund 1,728,222 --
----------- -----------
$29,304,058 $26,612,466
=========== ===========
During 2002 the Plan's investments, including investments bought, sold
and held during the year, appreciated (depreciated) as follows:
Amkor Technology, Inc. common stock $ 198,817
Shares of registered investment companies (3,517,960)
Investment in commingled pool 147,940
-----------
$(3,171,203)
===========
(7) RELATED PARTY TRANSACTIONS
Certain Plan investments are managed by Fidelity Trust, the Plan's
trustee, or an affiliate of Fidelity Trust. Any purchases and sales
of these funds are performed in the open market at fair value. Such
transactions, while considered to be party-in-interest transactions
under ERISA, are permitted under the provisions of the Plan and are
specifically exempt from the prohibition of party-in-interest
transactions under ERISA.
During 2002, the Plan paid $35,074 to Fidelity for administrative
expenses.
As allowed by the Plan, participants may elect to invest their accounts
in the Amkor Technology, Inc. Stock Fund (the Stock Fund), which
invests solely in shares of the Employer's common stock. Investments in
the Stock Fund are at the direction of the Plan participants. The
shares of Amkor Technology, Inc. common stock are traded in the open
market. Participants purchased 367,969 shares at a cost of $1,552,716
in 2002.
F7
AMKOR TECHNOLOGY, INC. 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
DECEMBER 31, 2001 AND 2002
(8) PLAN AMENDMENTS
Effective January 1, 2002, the following Plan amendments were adopted
by the Employer:
- The percentage of eligible compensation that participants may
elect to defer increased from 13% to 60%, subject to IRC
limits;
- The maximum quarterly employer matching contributions per
participant of $1,500 was eliminated. The maximum annual
employer matching contributions per participant was changed to
be the lesser of $6,000 or 16% of eligible compensation;
- The vesting schedule for the Plan was reduced from a five-year
graded schedule to a three-year graded schedule;
- Discretionary Employer profit-sharing contributions were
eliminated from the Plan;
- Distributions from the Plan may now be taken as lump sum only;
and
- The Plan added the stock of the Employer (Amkor Technology,
Inc.) as an investment option.
- The age requirement for participation in the Plan was
eliminated.
F8
AMKOR TECHNOLOGY, INC., 401(k) PLAN
Plan Sponsor: Amkor Technology, Inc.
Plan Sponsor EIN: 23-1722724
Plan Number: 001
Schedule G, Part III - Schedule of Nonexempt Transactions
Year Ended December 31, 2002
Relationship
to Plan Current
Employee, or Expense Value of
Identity of other Description Incurred Asset on Net Gain or
Party party-in- of Purchase Selling Lease with Cost of Transaction (Loss) on
Involved interest Transaction Price Price Rental Transaction Asset Date Transaction
-----------------------------------------------------------------------------------------------------------------------------------
Amkor Late
Technology Inc. Plan sponsor contribution $-- $-- $-- $-- $16,000 $16,000 $--
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS SCHEDULE.
F9
AMKOR TECHNOLOGY, INC., 401(k) PLAN
Plan Sponsor: Amkor Technology, Inc.
Plan Sponsor EIN: 23-1722724
Plan Number: 001
Line 4i of Schedule H - Schedule of Assets Held for Investment Purposes
at End of Year As of December 31, 2002
Identity of issue, borrower, Current
lessor, or similar party Description of investment value
* Fidelity Investment Funds Managed Income Portfolio $3,128,184
* Fidelity Investment Funds Investment Grade Bond Fund 6,314,285
* Fidelity Investment Funds Puritan Fund - Balanced Equity Fund 893,809
* Fidelity Investment Funds Equity - Income Fund 1,717,294
* Fidelity Investment Funds Dividend Growth Fund 4,262,569
* Fidelity Investment Funds Low-Priced Stock Fund 2,555,850
* Fidelity Investment Funds Diversified International Fund 520,898
* Fidelity Investment Funds Mid-Cap Stock Fund 1,728,222
* Fidelity Investment Funds Freedom Funds - Asset Allocation 2,977,164
Neuberger & Berman
Genesis Trust Small-Cap Value Fund 932,472
Spartan Total Market 2,613,224
Index Large Blend Equity Fund
MSIFT Value Portfolio Mid-Value Domestic Equity Fund 322,870
Janus Worldwide Funds Global Equity Fund 2,273,991
* Amkor Technology, Inc. Common stock of Plan sponsor 1,751,533
* Participant Loans Loans, interest rates 6% - 10.67% 806,127
* Party-in-interest
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS SCHEDULE.
F10
AMKOR TECHNOLOGY, INC., 401(k) PLAN
Plan Sponsor: Amkor Technology, Inc.
Plan Sponsor EIN: 23-1722724
Plan Number: 001
Line 4i of Schedule H - Schedule of Assets Held for Investment Purposes
at End of Year As of December 31, 2001
Identity of issue, borrower, Current
lessor, or similar party Description of investment value
* Fidelity Investment Funds Managed Income Portfolio $2,410,577
* Fidelity Investment Funds Investment Grade Bond Fund 1,122,107
* Fidelity Investment Funds Puritan Fund - Balanced Equity Fund 1,148,549
* Fidelity Investment Funds Equity - Income Fund 1,928,396
* Fidelity Investment Funds Growth & Income Portfolio 3,533,258
* Fidelity Investment Funds Dividend Growth Fund 5,263,172
* Fidelity Investment Funds Low-Priced Stock Fund 1,697,054
* Fidelity Investment Funds Diversified International Fund 513,047
* Fidelity Investment Funds Freedom Funds - Asset Allocation 3,182,670
Neuberger & Berman
Genesis Trust Small-Cap Value Fund 478,448
Neuberger & Berman
Partners Trust Domestic Equity Fund 230,284
Spartan U. S. Equity
Index Fund Large Blend Equity Fund 3,227,918
Dreyfus Founders
Growth Fund Growth Equity Fund 1,328,424
MSIFT Value Portfolio Mid-Value Domestic Equity Fund 504,127
Janus Worldwide Fund Global Equity Fund 3,254,140
Baron Asset Fund Domestic Equity Fund 2,115,281
* Participant Loans Loans, interest rates 6% - 10.67% 652,214
* Party-in-interest
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS SCHEDULE.
F11
Exhibit Index
Exhibit No. Document
----------- ----------------------------------------------------
23.1 Consent of Pricewaterhouse Coopers
99.1 Section 906 Certification of Chief Executive Officer
99.2 Section 906 Certification of Chief Financial Officer