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, 2003
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 Registered Public Accounting Firm
- Statements of Net Assets Available for Benefits as of December 31,
2003 and December 31, 2002
- Statement of Changes in Net Assets Available for Benefits for the
year ended December 31, 2003
- Notes to Financial Statements
Exhibits
- Exhibit 23.1 - Consent of Independent Accountants
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 25, 2004
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, 2003 AND 2002 AND
FOR THE YEAR ENDED DECEMBER 31, 2003
I N D E X
Page
Number
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits F2
Statement of Changes in Net Assets Available for Benefits F3
Notes to Financial Statements F4 - F7
SUPPLEMENTAL SCHEDULES
Schedule H, Form 5500, Part 4i, Schedule of Assets (Held at End of Year) F8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants and Administrator of
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 Amkor Technology, Inc. 401(K) Plan (the "Plan") at December 31, 2003 and
2002, and the changes in net assets available for benefits for the year ended
December 31, 2003 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 audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at year end) as of December 31, 2003 is presented for the purpose of additional
analysis and is 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 schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Pricewaterhouse Coopers
Philadelphia, PA
June 11, 2004
F1
AMKOR TECHNOLOGY, INC. 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 2003 AND 2002
2003 2002
ASSETS
Investments, at fair value
Amkor Technology, Inc. common stock $ 4,904,681 $ 1,751,533
Shares of registered investment companies 36,221,566 27,112,649
Investment in commingled pool 2,767,669 3,128,183
Money market account 206,398 --
Loans receivable - participants 672,635 806,127
------------ ------------
Total investments 44,772,949 32,798,492
------------ ------------
Total assets 44,772,949 32,798,492
------------ ------------
LIABILITIES -- --
------------ ------------
Net assets available for benefits $ 44,772,949 $ 32,798,492
============ ============
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, 2003
ADDITIONS TO (DEDUCTIONS FROM) NET ASSETS ATTRIBUTED TO
Investment income
Interest and dividends $ 853,267
Net appreciation in fair value of investments 10,828,036
Interest on participant loans 47,299
-----------
11,728,602
-----------
Contributions
Participants' 3,414,679
Employer's 1,827,420
Rollover 518,630
-----------
5,760,729
-----------
Total additions 17,489,331
-----------
DEDUCTIONS
Benefits paid to participants (5,464,845)
Administrative expenses (50,029)
-----------
Total deductions (5,514,874)
-----------
Net increase 11,974,457
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of year 32,798,492
-----------
End of year $44,772,949
===========
The accompanying notes are an integral part of these financial statements.
F3
AMKOR TECHNOLOGY, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
1. DESCRIPTION OF THE 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 contribute amounts representing eligible distributions from other
qualified plans.
Each plan year, the Employer contributes non-discretionary matching
deferral contributions in an amount equal to 75% of each participant's
deferral contributions to the Plan, not to exceed $6,000. Plan participants
must complete one year of service to be eligible for Employer matching
contributions. The Employer may also make annual discretionary matching
contributions, 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 contribution,
any qualified rollover contributions and allocations of (a) any Employer's
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
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% 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, 2003 and 2002, forfeited nonvested accounts totaled $44,072
and $133,559, respectively, and are available to reduce the Employer's cost
of future matching contributions. In 2003, the Employer used $100,000 of
forfeited nonvested accounts to reduce its matching contribution.
PAYMENT OF BENEFITS
On termination of service, a participant may generally 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.
F4
AMKOR TECHNOLOGY, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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, a money market
account, and 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 2003,
administrative expenses of the Plan paid from the plan assets amounted to
$50,029 and paid by the employer amounted to $43,450.
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.
INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of Amkor
Technology, Inc. are valued at quoted market prices. Shares of registered
investment companies (mutual funds) are valued at quoted market prices
which represent the net asset value of shares held by the Plan at year-end.
Investments in the open-ended commingled pool are stated at estimated fair
values, which have been determined based on the unit value of the fund.
Unit values are determined by Fidelity Management Trust Company by dividing
the fund's net assets at fair value by its units outstanding at the
valuation date. Participant loans receivable are valued at cost which
approximates fair value.
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.
RISKS AND UNCERTAINTIES
As described in Note 1, the Plan provides for 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% 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 balance in the participant's account and bear interest at a rate
commensurate with local prevailing market rates. Outstanding loans at
December 31,2003 carry interest rates ranging from 5% to 10.5%. Principal
and interest are paid
F5
AMKOR TECHNOLOGY, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
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% vested in their accounts.
5. TAX STATUS
The Plan obtained its latest determination letter on October 9, 2003, 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
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.
6. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets as of
December 31, 2003 and 2002 are separately identified as follows:
2003 2002
Fidelity Managed Income Portfolio $ 2,767,669 $ 3,128,183
Fidelity Low Priced Stock Fund 4,309,461 2,555,850
Fidelity Dividend Growth Fund 5,679,506 4,262,569
Fidelity Equity Income Fund 2,762,341 1,717,294
Fidelity Freedom Funds 3,795,513 2,977,164
Spartan U.S. Equity Index Fund 3,455,952 2,613,224
Janus Worldwide Fund -- 2,273,991
Amkor Technology, Inc. Common Stock 4,904,681 1,751,533
Fidelity Investment Grade Bond Fund 5,638,502 6,314,285
Fidelity Mid Cap Stock Fund 3,245,057 1,728,222
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$36,558,682 $29,322,315
=========== ===========
During 2003, the Plan's investments (including gains and losses on
investments bought and sold as well as held during the year) appreciated as
follows:
Investments at fair value as determined by quoted market price:
Amkor Technology, Inc. common stock $ 4,952,685
Shares of registered investment companies 5,875,351
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$ 10,828,036
============
7. RELATED PARTY TRANSACTIONS
Certain Plan investments are managed by Fidelity Management Trust Co., the
Plan's trustee and, therefore, these transactions qualify as
party-in-interest. Such transactions are permitted under the provisions of
the
F6
AMKOR TECHNOLOGY, INC. 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
Plan and are exempt from the prohibition of the party-in-interest
transactions under ERISA.
During 2003, the Plan paid $50,029 to Fidelity for administrative expenses.
As allowed by the Plan, participants may elect to invest a portion of their
accounts in Amkor Technology, Inc. Stock Fund (the "Stock Fund"), which
invests solely in shares of the Employer's common stock. Investments in the
stock are at the direction of the Plan participants. The shares of Amkor
Technology, Inc. common stock are traded in the open market. Participants
purchased 168,133 shares at a cost of $1,525,092 in 2003 and sold 265,723
shares with a market value of $3,324,629 in 2003.
8. PLAN AMENDMENTS
Effective January 1, 2003, the Employer matching contribution for each
participant is limited to $6,000 annually.
The Employer added the Fidelity Retirement Money Market Portfolio as an
investment option on March 1, 2003.
Effective July 1, 2003, participants may increase or decrease their
contribution percentage at the beginning of each payroll period.
Previously, participants could only make changes at the beginning of every
month.
Effective September 1, 2003, non-active participant balances $5,000 or less
will be automatically refunded within 110 days of the end of the calendar
year.
F7
AMKOR TECHNOLOGY, INC. 401(K) PLAN
SCHEDULE H, PART 4(I) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2003
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT COST** VALUE
* Fidelity Investment Funds Managed Income Portfolio $2,767,669
* Fidelity Investment Funds Investment Grade Bond Fund 5,638,502
* Fidelity Investment Funds Puritan Fund 1,379,670
* Fidelity Investment Funds Equity Income Fund 2,762,341
* Fidelity Investment Funds Dividend Growth Fund 5,679,506
* Fidelity Investment Funds Low Priced Stock Fund 4,309,461
* Fidelity Investment Funds Diversified International Fund 1,901,646
* Fidelity Investment Funds Mid-Cap Stock Fund 3,245,057
* Fidelity Investment Funds Freedom Funds - asset allocation 3,795,513
* Fidelity Investment Funds Retirement Money Market Portfolio 206,398
Neuberger & Berman Genesis Trust Small Cap Value Fund 1,776,056
Spartan Total Market Index Large Blend Equity Fund 3,455,952
MSIFT Value Portfolio Mid-Value Domestic Equity Fund 670,862
Janus Worldwide Funds Global Equity Fund 1,607,000
* Amkor Technology, Inc. Common stock of the Plan's sponsor 4,904,681
* Participant loans Loans, interest rates 5% - 10.5% 672,635
* Party-in-interest
** All investments are participant directed; therefore, disclosure of cost is
not required.
F8
Exhibit Index
Exhibit No. Document
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23.1 Consent of Pricewaterhouse Coopers