UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
Form 10-Q

 	 	 	
þ	 	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	For the Quarterly Period Ended June 30, 2013	
or	
o	 	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
 	 	For the transition period from          to          	

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)	
1900 South Price Road
Chandler, AZ 85286
(Address of principal executive offices and zip code)
(480) 821-5000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to filing requirements for the past 90 days.  Yes  þ   No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  þ   No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o	
 	(Do not check if a smaller reporting company)	

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No þ
The number of outstanding shares of the registrant’s Common Stock as of July 26, 2013 was 217,856,441.

 	

QUARTERLY REPORT ON FORM 10-Q
For the Quarter Ended June 30, 2013

TABLE OF CONTENTS

 	
 	 	 	
 	 	Page	
PART I. Financial Information	
Item 1.	Financial Statements (unaudited)	2	
 	Consolidated Statements of Income - Three and Six Months Ended June 30, 2013 and 2012	2	
 	Consolidated Statements of Comprehensive Income - Three and Six Months Ended June 30, 2013 and 2012	3	
 	Consolidated Balance Sheets - June 30, 2013 and December 31, 2012
	4	
 	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 30, 2013 and 2012
	5	
 	Notes to Consolidated Financial Statements	6	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38	
Item 4.	Controls and Procedures	40	
 	
PART II. Other Information	
Item 1.	Legal Proceedings	41	
Item 1A.	Risk Factors	41	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56	
Item 6.	Exhibits	56	
Signatures	57	

This report contains forward-looking statements within the meaning of the federal securities laws, including but not limited to statements regarding: (1) the amount, timing and focus of our expected capital investments in 2013 including expenditures for a new facility in Korea, (2) our ability to fund our operating activities for the next twelve months, (3) the effect of net sales or capacity utilization on our gross profit and gross margin, (4) the focus of our research and development activities, (5) the expiration of tax holidays in jurisdictions in which we operate and expectations regarding our effective tax rate, (6) the release of valuation allowances related to taxes in the future, (7) the expected use of future cash flows, if any, for the expansion of our business, capital expenditures, the repayment of debt and other corporate purposes, (8) our repurchase or repayment of outstanding debt or the conversion of debt in the future, (9) payment of dividends, (10) compliance with our covenants, (11) expected contributions to foreign pension plans, (12) liability for unrecognized tax benefits, (13) the effect of foreign currency exchange rate exposure on our financial results, (14) the volatility of the trading price of our common stock, (15) changes to our internal controls related to implementation of our enterprise resource planning (“ERP”) system and other systems, (16) funding for any payments due in conjunction with our litigation with Tessera and (17) 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,” “intend” 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 Part II, Item 1A of this Quarterly Report. You should read the following discussion in conjunction with Item 1 in this Quarterly Report as well as other reports we file with the Securities and Exchange Commission (“SEC”).

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Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.        Financial Statements

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

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands, except per share data)	
Net sales	$	746,059	
 	 	$	686,527	
 	 	$	1,433,588	
 	 	$	1,341,537	
 	
Cost of sales	607,680	
 	 	597,207	
 	 	1,180,256	
 	 	1,147,236	
 	
Gross profit	138,379	
 	 	89,320	
 	 	253,332	
 	 	194,301	
 	
Operating expenses:	 	 	 	 	 	

Selling, general and administrative	65,618	
 	 	53,489	
 	 	125,177	
 	 	110,744	
 	
Research and development	14,308	
 	 	13,867	
 	 	28,614	
 	 	27,292	
 	
Total operating expenses	79,926	
 	 	67,356	
 	 	153,791	
 	 	138,036	
 	
Operating income	58,453	
 	 	21,964	
 	 	99,541	
 	 	56,265	
 	
Other expense (income):	 	 	 	 	 	

Interest expense	23,739	
 	 	22,452	
 	 	45,817	
 	 	41,038	
 	
Interest expense, related party	3,192	
 	 	3,492	
 	 	6,684	
 	 	6,984	
 	
Interest income	(676	)	 	(828	)	 	(1,503	)	 	(1,717	)	
Foreign currency loss, net	2,041	
 	 	1,277	
 	 	875	
 	 	2,067	
 	
Loss on debt retirement, net	11,619	
 	 	—	
 	 	11,619	
 	 	—	
 	
Equity in earnings of unconsolidated affiliate	(1,445	)	 	(892	)	 	(1,500	)	 	(2,880	)	
Other income, net	(108	)	 	(518	)	 	(337	)	 	(1,152	)	
Total other expense, net	38,362	
 	 	24,983	
 	 	61,655	
 	 	44,340	
 	
Income (loss) before income taxes	20,091	
 	 	(3,019	)	 	37,886	
 	 	11,925	
 	
Income tax benefit	(10,238	)	 	(3,891	)	 	(6,209	)	 	(529	)	
Net income	30,329	
 	 	872	
 	 	44,095	
 	 	12,454	
 	
Net income attributable to noncontrolling interests	(602	)	 	(291	)	 	(986	)	 	(99	)	
Net income attributable to Amkor	$	29,727	
 	 	$	581	
 	 	$	43,109	
 	 	$	12,355	
 	
Net income attributable to Amkor per common share:	 	 	 	 	 	

Basic	$	0.18	
 	 	$	—	
 	 	$	0.27	
 	 	$	0.07	
 	
Diluted	$	0.14	
 	 	$	—	
 	 	$	0.21	
 	 	$	0.07	
 	
Shares used in computing per common share amounts:	 	 	 	 	 	
 	 	 	
Basic	160,886	
 	 	165,956	
 	 	156,672	
 	 	166,911	
 	
Diluted	235,111	
 	 	166,009	
 	 	235,099	
 	 	167,012	

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands)	
Net income	$	30,329	
 	 	$	872	
 	 	$	44,095	
 	 	$	12,454	
 	
Other comprehensive (loss) income, net of tax:	 	 	 	 	 	 	 	
Adjustments to unrealized components of defined benefit pension plans, net of tax of ($9), ($8), $49 and ($43)	75	
 	 	36	
 	 	217	
 	 	1,383	
 	
Cumulative translation adjustment, net of tax of ($1,087), ($586), $202 and $329	(2,899	)	 	1,659	
 	 	(7,151	)	 	(1,110	)	
Total other comprehensive (loss) income	(2,824	)	 	1,695	
 	 	(6,934	)	 	273	
 	
Comprehensive income	27,505	
 	 	2,567	
 	 	37,161	
 	 	12,727	
 	
Comprehensive income attributable to noncontrolling interests	(602	)	 	(291	)	 	(986	)	 	(99	)	
Comprehensive income attributable to Amkor	$	26,903	
 	 	$	2,276	
 	 	$	36,175	
 	 	$	12,628	

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

 	
 	 	 	 	 	 	 	 	
 	June 30,
2013	 	December 31,
2012	
 	(In thousands, except per share data)	
ASSETS	
Current assets:	 	

Cash and cash equivalents	$	636,007	
 	 	$	413,048	
 	
Restricted cash	2,681	
 	 	2,680	
 	
Accounts receivable:	 	 	 	
 	
Trade, net of allowances	411,699	
 	 	389,699	
 	
Other	4,463	
 	 	13,098	
 	
Inventories	231,974	
 	 	227,439	
 	
Other current assets	50,331	
 	 	45,444	
 	
Total current assets	1,337,155	
 	 	1,091,408	
 	
Property, plant and equipment, net	1,885,203	
 	 	1,819,969	
 	
Intangibles, net	5,009	
 	 	4,766	
 	
Investments	103,308	
 	 	38,690	
 	
Restricted cash	2,209	
 	 	2,308	
 	
Other assets	83,449	
 	 	68,074	
 	
Total assets	$	3,416,333	
 	 	$	3,025,215	
 	
LIABILITIES AND EQUITY	
Current liabilities:	 	

Short-term borrowings and current portion of long-term debt	$	56,350	
 	 	$	—	
 	
Trade accounts payable	499,508	
 	 	439,663	
 	
Accrued expenses	217,845	
 	 	212,964	
 	
Total current liabilities	773,703	
 	 	652,627	
 	
Long-term debt	1,519,661	
 	 	1,320,000	
 	
Long-term debt, related party	75,000	
 	 	225,000	
 	
Pension and severance obligations	137,115	
 	 	139,379	
 	
Other non-current liabilities	10,855	
 	 	21,415	
 	
Total liabilities	2,516,334	
 	 	2,358,421	
 	
Commitments and contingencies (Note 16)	

 	
 	
Equity:	 	

Amkor 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, 261,835 and 197,709 shares issued, and 216,486 and 152,397 shares outstanding, in 2013 and 2012, respectively	262	
 	 	198	
 	
Additional paid-in capital	1,810,295	
 	 	1,614,143	
 	
Accumulated deficit	(713,535	)	 	(756,644	)	
Accumulated other comprehensive income	4,307	
 	 	11,241	
 	
Treasury stock, at cost, 45,349 and 45,312 shares in 2013 and 2012, respectively	(211,155	)	 	(210,983	)	
Total Amkor stockholders’ equity	890,174	
 	 	657,955	
 	
Noncontrolling interests in subsidiaries	9,825	
 	 	8,839	
 	
Total equity	899,999	
 	 	666,794	
 	
Total liabilities and equity	$	3,416,333	
 	 	$	3,025,215	
 	
The accompanying notes are an integral part of these statements.

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

 	
 	 	 	 	 	 	 	 	
 	For the Six Months Ended
June 30,	
 	2013	 	2012	
 	(In thousands)	
Cash flows from operating activities:	 	

Net income	$	44,095	
 	 	$	12,454	
 	
Depreciation and amortization	195,785	
 	 	179,182	
 	
Loss on debt retirement, net	11,619	
 	 	—	
 	
Other operating activities and non-cash items	(13,947	)	 	(1,881	)	
Changes in assets and liabilities	(36,702	)	 	(47,292	)	
Net cash provided by operating activities	200,850	
 	 	142,463	
 	
Cash flows from investing activities:	 	

Purchases of property, plant and equipment	(222,674	)	 	(232,682	)	
Proceeds from the sale of property, plant and equipment	25,093	
 	 	998	
 	
Payments from unconsolidated affiliate	8,843	
 	 	9,688	
 	
Investment in unconsolidated affiliate	(67,372	)	 	—	
 	
Other investing activities	(2,032	)	 	1,533	
 	
Net cash used in investing activities	(258,142	)	 	(220,463	)	
Cash flows from financing activities:	 	

Borrowings under revolving credit facilities	5,000	
 	 	—	
 	
Payments under revolving credit facilities	(5,000	)	 	—	
 	
Borrowings under short-term debt	—	
 	 	30,000	
 	
Payments of short-term debt	—	
 	 	(20,000	)	
Proceeds from issuance of long-term debt	293,000	
 	 	187,528	
 	
Payments of long-term debt, net	—	
 	 	(165,165	)	
Payments for debt issuance costs	(3,357	)	 	(823	)	
Payments for the retirement of debt	(11,619	)	 	—	
 	
Payments for repurchase of common stock	—	
 	 	(35,652	)	
Proceeds from the issuance of stock through share-based compensation plans	—	
 	 	162	
 	
Payments of tax withholding for restricted shares	(172	)	 	(446	)	
Net cash provided by (used in) financing activities	277,852	
 	 	(4,396	)	
Effect of exchange rate fluctuations on cash and cash equivalents	2,399	
 	 	(1,052	)	
Net increase (decrease) in cash and cash equivalents	222,959	
 	 	(83,448	)	
Cash and cash equivalents, beginning of period	413,048	
 	 	434,631	
 	
Cash and cash equivalents, end of period	$	636,007	
 	 	$	351,183	
 	
Non cash investing and financing activities:	 	

Common stock issuance for exchange of 6.0% convertible senior subordinated notes due April 2014, $150 million related party	$	193,650	
 	 	$	—	

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.    Interim Financial Statements 

Basis of Presentation. The Consolidated Financial Statements and related disclosures as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012, are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The December 31, 2012, Consolidated Balance Sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S.”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. In our opinion, these financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These financial statements should be read in conjunction with the financial statements included in our Annual Report for the year ended December 31, 2012, filed on Form 10-K with the SEC on March 8, 2013. The results of operations for the three and six months ended June 30, 2013, are not necessarily indicative of the results to be expected for the full year. Unless the context otherwise requires, all references to “Amkor,” “we,” “us,” “our” or the “company” are to Amkor Technology, Inc. and our subsidiaries.

Use of Estimates. The Consolidated Financial Statements have been prepared in conformity with U.S. GAAP, using management’s best estimates and judgments where appropriate. These estimates and judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ materially from these estimates and judgments.

2.    New Accounting Standards 

Recently Adopted Standards

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Topic 220) . ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required to be reclassified in its entirety in the same reporting period. For amounts that are not required to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures that provide additional details about those amounts. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in the financial statements. This ASU is effective for reporting periods beginning after December 15, 2012. ASU 2013-02 was adopted on January 1, 2013 and did not have a significant impact on our financial statements.

Recently Issued Standards

In March 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (Topic 405) . ASU 2013-04 provides guidance for the recognition, measurement and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in ASU 2013-04 also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. This ASU is effective for reporting periods beginning after December 15, 2013. ASU 2013-04 is not expected to have a significant effect on our financial statements.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

In March 2013, the FASB issued ASU 2013-05, Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (Topic 830) . ASU 2013-05 provides guidance to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment when a company sells or ceases to hold a controlling interest in a subsidiary or group of assets within a foreign entity. This ASU is effective for reporting periods beginning after December 15, 2013. ASU 2013-05 may affect our financial statements to the extent we sell or cease to hold a controlling interest in subsidiaries or groups of assets within a foreign entity.

In July 2013, the FASB issued ASU 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Topic 740) . ASU 2013-11 requires that unrecognized tax benefits be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain circumstances. When those circumstances exist, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU is effective prospectively for reporting periods beginning after December 15, 2013. Early adoption is permitted. ASU 2013-11 is not expected to have a significant impact on our financial statement presentation.

3.    Share-Based Compensation Plans 

The following table presents share-based compensation expense attributable to stock options and restricted shares.

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands)	
Stock options	$	151	
 	 	$	267	
 	 	$	255	
 	 	$	657	
 	
Restricted shares	497	
 	 	368	
 	 	927	
 	 	780	
 	
Total share-based compensation expense	$	648	
 	 	$	635	
 	 	$	1,182	
 	 	$	1,437	

The following table presents share-based compensation expense as included in the Consolidated Statements of Income:

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands)	
Selling, general and administrative	$	565	
 	 	$	552	
 	 	1,030	
 	 	1,251	
 	
Research and development	83	
 	 	83	
 	 	152	
 	 	186	
 	
Total share-based compensation expense	$	648	
 	 	$	635	
 	 	$	1,182	
 	 	$	1,437	

There is no corresponding deferred income tax benefit for stock options or restricted shares.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Stock Options

The following table summarizes our stock option activity for the six months ended June 30, 2013:

 	Number of
Shares
(In thousands)	 	Weighted Average
Exercise Price
Per Share	 	Weighted Average
Remaining
Contractual
Term (Years)	 	Aggregate
Intrinsic
Value
(In thousands)	
Outstanding at December 31, 2012	4,893	
 	 	$	9.52	

Granted	870	
 	 	4.50	

Exercised	—	
 	 	—	

Forfeited or expired	(1,875	)	 	11.72	

Outstanding at June 30, 2013	3,888	
 	 	$	7.33	
 	 	4.76	 	$	43	
 	
Fully vested at June 30, 2013 and expected to vest thereafter	3,869	
 	 	$	7.35	
 	 	4.74	 	$	43	
 	
Exercisable at June 30, 2013	2,918	
 	 	$	8.25	
 	 	3.12	 	$	43	

The following assumptions were used to calculate weighted average fair values of the options granted in the three and six months ended June 30, 2013 and 2012:

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
Expected life (in years)	6.2	
 	 	6.0	
 	 	6.2	
 	 	6.0	
 	
Risk-free interest rate	1.0	%	 	1.0	%	 	1.0	%	 	1.0	%	
Volatility	60	%	 	65	%	 	60	%	 	65	%	
Dividend yield	—	
 	 	—	
 	 	—	
 	 	—	
 	
Weighted average grant date fair value per option granted	$	2.53	
 	 	$	2.68	
 	 	$	2.53	
 	 	$	2.68	

The intrinsic value of options exercised for the three and six months ended June 30, 2012, was less than $0.1 million and $0.1 million, respectively. For the six months ended June 30, 2012, cash received under all share-based payment arrangements was $0.2 million. The related cash receipts are included in financing activities in the accompanying Condensed Consolidated Statements of Cash Flows. Total unrecognized compensation expense from stock options, net of a forfeiture estimate, was approximately $2.3 million as of June 30, 2013, which is expected to be recognized over a weighted-average period of 3.5 years beginning July 1, 2013. To the extent the actual forfeiture rate is different than what we have anticipated, share-based compensation expense related to these options will be different from our expectations.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Restricted Shares

The following table summarizes our restricted share activity for the six months ended June 30, 2013:

 	Number of
Shares
(In thousands)	 	Weighted
Average
Grant-Date
Fair Value
(Per share)	
Nonvested at December 31, 2012	816	
 	 	$	5.61	
 	
Awards granted	750	
 	 	4.50	
 	
Awards vested	(99	)	 	7.13	
 	
Awards forfeited	(95	)	 	4.80	
 	
Nonvested at June 30, 2013	1,372	
 	 	$	4.95	

The fair value of shares vested during the six months ended June 30, 2013, was $0.5 million.

Unrecognized compensation cost, net of a forfeiture estimate, was $5.5 million as of June 30, 2013, which is expected to be recognized over a weighted average period of approximately 3.3 years beginning July 1, 2013. To the extent that the actual forfeiture rate is different than what we have anticipated, the share-based compensation expense related to these awards will be different from our expectations.

4.    Income Taxes 

Our income tax benefit of $6.2 million for the six months ended June 30, 2013, primarily reflects $9.6 million of expense related to income taxes at certain of our foreign operations and foreign withholding taxes incurred by both our U.S. and foreign operations offset by a $9.2 million benefit for the reversal of a deferred tax liability associated with the undistributed earnings from our investment in J-Devices Corporation (“J-Devices”) and by a $6.6 million release of a valuation allowance on deferred tax assets at one of our foreign jurisdictions. Our income tax expense also reflects income taxed in foreign jurisdictions where we benefit from tax holidays. At June 30, 2013, we had U.S. net operating loss carryforwards totaling $336.9 million, which expire at various times through 2031. Additionally, at June 30, 2013, we had $90.5 million of non-U.S. net operating loss carryforwards, which expire at various times through 2023.

During the three months ended June 30, 2013, we recognized an $8.6 million tax benefit from the reversal of a deferred tax liability as a result of a change in the ownership structure of our investment in J-Devices. We also recognized a $0.6 million tax benefit as a result of revaluing the deferred tax liability associated with our investment in J-Devices during the three months ended March 31, 2013.

We maintain a valuation allowance on all of our U.S. net deferred tax assets, including our net operating loss carryforwards. We also have valuation allowances on deferred tax assets in certain foreign jurisdictions. Such valuation allowances are released as the related tax benefits are realized or when sufficient net positive evidence exists to conclude it is more likely than not that the deferred tax assets will be realized. During the three months ended June 30, 2013, we concluded that sufficient net positive evidence existed to release the valuation allowance against the deferred tax assets at one of our foreign jurisdictions. The recent trend of improving taxable operating results in this jurisdiction continued in the three months ended June 30, 2013, and we now believe this recent history of earnings is sustainable and sufficient to fully realize the deferred tax assets in this jurisdiction. We had $10.6 million of net deferred tax assets at June 30, 2013, in this jurisdiction, $4.0 million of which we estimate will be realized in the current year and $6.6 million we estimate will be realized after December 31, 2013. The release of the valuation allowance related to this $6.6 million net deferred tax asset is included as a discrete tax benefit for the three months ended June 30, 2013.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Our gross unrecognized tax benefits increased from $8.2 million at December 31, 2012, to $9.4 million as of June 30, 2013, primarily because of a $2.5 million addition related to the application of a law change in a foreign jurisdiction. This addition was partially offset by $1.3 million of net reductions related to the settlement of contested prior year deductions in a foreign jurisdiction. At June 30, 2013, all of our unrecognized tax benefits would reduce our effective tax rate, if recognized. Our unrecognized tax benefits are subject to change as examinations of tax years are completed. Tax return examinations involve uncertainties, and there can be no assurances that the outcome of examinations will be favorable.

5.    Earnings Per Share 

Basic earnings per share (“EPS”) is computed by dividing net income attributable to Amkor common shareholders by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding includes restricted shares held by retirement eligible recipients and is reduced for treasury stock. Unvested share-based compensation awards that contain nonforfeitable rights to dividends or dividend equivalents are considered participating securities and are included in the computation of EPS pursuant to the two-class method. We grant restricted shares which entitle recipients to voting and nonforfeitable dividend rights from the date of grant. As a result, we have applied the two-class method to determine EPS.

Diluted EPS is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Dilutive potential common shares include outstanding stock options, unvested restricted shares and convertible debt. The following table summarizes the computation of basic and diluted EPS:

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands,
 except per share data)	
Net income attributable to Amkor	$	29,727	
 	 	$	581	
 	 	$	43,109	
 	 	$	12,355	
 	
Income allocated to participating securities	(251	)	 	(2	)	 	(374	)	 	(33	)	
Net income available to Amkor common stockholders	29,476	
 	 	579	
 	 	42,735	
 	 	12,322	
 	
Adjustment for dilutive securities on net income:	 	

 	 	 	
 	
Net income reallocated to participating securities	58	
 	 	2	
 	 	80	
 	 	33	
 	
Interest on 6.0% convertible notes due 2014, net of tax	3,609	
 	 	—	
 	 	7,626	
 	 	—	
 	
Net income attributable to Amkor — diluted	$	33,143	
 	 	$	581	
 	 	$	50,441	
 	 	$	12,355	

Weighted average shares outstanding — basic	160,886	
 	 	165,956	
 	 	156,672	
 	 	166,911	
 	
Effect of dilutive securities:	 	

 	 	 	
 	
Stock options and restricted share awards	10	
 	 	53	
 	 	14	
 	 	101	
 	
6.0% convertible notes due 2014	74,215	
 	 	—	
 	 	78,413	
 	 	—	
 	
Weighted average shares outstanding — diluted	235,111	
 	 	166,009	
 	 	235,099	
 	 	167,012	
 	
Net income attributable to Amkor per common share:	 	

 	 	 	
 	
Basic	$	0.18	
 	 	$	—	
 	 	$	0.27	
 	 	$	0.07	
 	
Diluted	0.14	
 	 	—	
 	 	0.21	
 	 	0.07	

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The following table summarizes the potential shares of common stock that were excluded from diluted EPS, because the effect of including these potential shares was antidilutive:

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands)	
Stock options and restricted share awards	4,092	
 	 	4,737	
 	 	4,165	
 	 	4,506	
 	
6.0% convertible notes due 2014	—	
 	 	82,658	
 	 	—	
 	 	82,658	
 	
Total potentially dilutive shares	4,092	
 	 	87,395	
 	 	4,165	
 	 	87,164	

6.    Equity and Accumulated Other Comprehensive Income 

The following table reflects the changes in equity attributable to both Amkor and the noncontrolling interests:

 	Attributable
to Amkor	 	Attributable to
Noncontrolling
Interests	 	Total	
 	(In thousands)	
Equity at December 31, 2012	$	657,955	
 	 	$	8,839	
 	 	$	666,794	
 	
Net income	43,109	
 	 	986	
 	 	44,095	
 	
Other comprehensive loss	(6,934	)	 	—	
 	 	(6,934	)	
Treasury stock acquired through surrender of shares for tax withholding	(172	)	 	—	
 	 	(172	)	
Share-based compensation expense	1,182	
 	 	—	
 	 	1,182	
 	
Exchange of debt for common stock	195,034	
 	 	—	
 	 	195,034	
 	
Equity at June 30, 2013	$	890,174	
 	 	$	9,825	
 	 	$	899,999	

 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Attributable
to Amkor	 	Attributable to
Noncontrolling
Interests	 	Total	
 	(In thousands)	
Equity at December 31, 2011	$	693,266	
 	 	$	7,955	
 	 	$	701,221	
 	
Net income	12,355	
 	 	99	
 	 	12,454	
 	
Other comprehensive income	273	
 	 	—	
 	 	273	
 	
Issuance of stock through employee share-based compensation plans	162	
 	 	—	
 	 	162	
 	
Treasury stock acquired through surrender of shares for tax withholding	(446	)	 	—	
 	 	(446	)	
Share-based compensation expense	1,437	
 	 	—	
 	 	1,437	
 	
Repurchase of common stock	(37,834	)	 	—	
 	 	(37,834	)	
Equity at June 30, 2012	$	669,213	
 	 	$	8,054	
 	 	$	677,267	

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The following table reflects the changes in accumulated other comprehensive income, net of tax:

 	Defined Benefit Pension	 	Foreign Currency	 	Total	
 	(In thousands)	
Accumulated other comprehensive (loss) income at December 31, 2012	$	(5,373	)	 	$	16,614	
 	 	$	11,241	
 	
Other comprehensive loss before reclassifications	—	
 	 	(7,151	)	 	(7,151	)	
Amounts reclassified from accumulated other comprehensive (loss) income	217	
 	 	—	
 	 	217	
 	
Other comprehensive income (loss)	217	
 	 	(7,151	)	 	(6,934	)	
Accumulated other comprehensive (loss) income at June 30, 2013	$	(5,156	)	 	$	9,463	
 	 	$	4,307	

 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Defined Benefit Pension	 	Foreign Currency	 	Total	
 	(In thousands)	
Accumulated other comprehensive (loss) income at December 31, 2011	$	(10,510	)	 	$	21,359	
 	 	$	10,849	
 	
Other comprehensive income (loss) before reclassifications	1,294	
 	 	(1,110	)	 	184	
 	
Amounts reclassified from accumulated other comprehensive (loss) income	89	
 	 	—	
 	 	89	
 	
Other comprehensive income (loss)	1,383	
 	 	(1,110	)	 	273	
 	
Accumulated other comprehensive (loss) income at June 30, 2012	$	(9,127	)	 	$	20,249	
 	 	$	11,122	

Amounts reclassified out of accumulated other comprehensive income are included as a component of net periodic pension cost (Note 13).

7.    Inventories 

Inventories consist of the following:

 	June 30,
2013	 	December 31, 2012	
 	(In thousands)	
Raw materials and purchased components	$	171,607	
 	 	$	166,691	
 	
Work-in-process	60,367	
 	 	60,748	
 	
Total inventories	$	231,974	
 	 	$	227,439	

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

8.    Property, Plant and Equipment 

Property, plant and equipment consist of the following:

 	June 30,
2013	 	December 31, 2012	
 	(In thousands)	
Land	$	103,992	
 	 	$	106,338	
 	
Land use rights	19,945	
 	 	19,945	
 	
Buildings and improvements	887,420	
 	 	904,919	
 	
Machinery and equipment	3,499,724	
 	 	3,332,855	
 	
Software and computer equipment	191,680	
 	 	191,132	
 	
Furniture, fixtures and other equipment	17,241	
 	 	19,194	
 	
Construction in progress	32,525	
 	 	24,670	
 	
 	4,752,527	
 	 	4,599,053	
 	
Less accumulated depreciation and amortization	(2,867,324	)	 	(2,779,084	)	
Total property, plant and equipment, net	$	1,885,203	
 	 	$	1,819,969	

In January 2013, we sold office space and land located in Chandler, Arizona for $22.8 million, net of selling costs of $1.2 million.

The following table presents depreciation expense as included in the Consolidated Statements of Income:

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands)	
Cost of sales	$	90,805	
 	 	$	81,891	
 	 	$	179,973	
 	 	$	161,988	
 	
Selling, general and administrative	3,860	
 	 	5,289	
 	 	7,995	
 	 	10,396	
 	
Research and development	3,114	
 	 	2,697	
 	 	6,109	
 	 	4,777	
 	
Total depreciation expense	$	97,779	
 	 	$	89,877	
 	 	$	194,077	
 	 	$	177,161	

The following table reconciles our activity related to property, plant and equipment additions as presented on the Consolidated Balance Sheets to purchases of property, plant and equipment as presented on the Condensed Consolidated Statements of Cash Flows:

 	For the Six Months Ended
June 30,	
 	2013	 	2012	
 	(In thousands)	
Property, plant and equipment additions	$	283,124	
 	 	$	273,350	
 	
Net change in related accounts payable and deposits	(60,450	)	 	(40,668	)	
Purchases of property, plant and equipment	$	222,674	
 	 	$	232,682	

In February 2013, we entered into an agreement for the purchase of land for a factory and research and development center in Korea. The agreement to purchase the land for the facility is subject to our compliance with various construction, investment, hiring, regulatory and other requirements. We made a non-refundable deposit of ₩10.9 billion (approximately $10 million) at signing and have two remaining payments of ₩43.4 billion (approximately $38 million) and ₩54.2 billion (approximately $47 million) due in August 2013 and November 2013, respectively. As of June 30, 2013, the deposit is recorded in other assets on our Consolidated Balance Sheets.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

9.    Intangible Assets 

Intangibles as of June 30, 2013, consist of the following:

 	Gross	 	Accumulated
Amortization	 	Net	
 	(In thousands)	
Patents and technology rights	$	24,114	
 	 	$	(20,221	)	 	$	3,893	
 	
Customer relationships	8,000	
 	 	(6,884	)	 	1,116	
 	
Total intangibles	$	32,114	
 	 	$	(27,105	)	 	$	5,009	

Intangibles as of December 31, 2012, consist of the following:

 	Gross	 	Accumulated
Amortization	 	Net	
 	(In thousands)	
Patents and technology rights	$	22,169	
 	 	$	(19,636	)	 	$	2,533	
 	
Customer relationships	8,000	
 	 	(5,767	)	 	2,233	
 	
Total intangibles	$	30,169	
 	 	$	(25,403	)	 	$	4,766	

Amortization of identifiable intangible assets for the three and six months ended June 30, 2013, was $0.9 million and $1.7 million, respectively. Amortization of identifiable intangible assets for the three and six months ended June 30, 2012, was $0.8 million and $2.0 million, respectively. Based on the amortizing assets recognized in our balance sheet at June 30, 2013, amortization for each of the next five years is estimated as follows:

 	Amortization	
 	(In thousands)	
2013 remaining	$	1,967	
 	
2014	1,230	
 	
2015	938	
 	
2016	466	
 	
2017	178	
 	
Thereafter	230	
 	
Total amortization	$	5,009	

10.    Investments 

Investments consist of the following:

 	June 30,
2013	 	December 31,
2012	
 	Carrying
Value
(In thousands)	 	Ownership
Percentage	 	Carrying
Value
(In thousands)	 	Ownership
Percentage	
Investment in unconsolidated affiliate	$	103,308	
 	 	60.0	%	 	$	38,690	
 	 	30.0	%	

J-Devices Corporation

In October 2009, Amkor and Toshiba Corporation (“Toshiba”) invested in Nakaya Microdevices Corporation (“NMD”) and formed a joint venture to provide semiconductor packaging and test services in Japan. As a result of the transaction, NMD changed its name to J-Devices Corporation. In April 2013, we completed the exercise of our option to increase our ownership

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

interest in J-Devices from 30% to 60% for an aggregate purchase price of ¥6.7 billion ($67.4 million). J-Devices is now owned 60% by Amkor, 34% by the former shareholders of NMD and 6% by Toshiba.

At June 30, 2013, our investment includes our 60% equity interest and options to acquire additional equity interests. The options are exercisable at our discretion and permit us to increase our ownership interest in J-Devices up to 66% in 2014 by purchasing shares owned by Toshiba and up to 80% in 2015 by purchasing shares owned by the other shareholders. In 2014 and beyond, Toshiba has the option, at its discretion, to sell shares it owns to us. If we decline Toshiba's offer to sell their shares to us, then J-Devices shall have the obligation to purchase the shares. If J-Devices fails to purchase the shares offered by Toshiba, then we will be obligated to purchase the shares offered by Toshiba. The options in 2014 and 2015 become exercisable in the fourth quarter of such year, and if exercised, we would expect closing to occur in the first half of the following year, subject to regulatory approval. After we own 80% or more shares, the original shareholders of NMD have a put option which allows them to sell their shares to us. The exercise price for all options is payable in cash and is determined using a formula based upon the net book value and a multiple of earnings before interest, taxes, depreciation and amortization of J-Devices.

J-Devices is a separate business and is not integrated with our Japan-based businesses. The governance provisions currently applicable to J-Devices restrict our ability, even with our majority ownership, to cause J-Devices to take certain actions without the consent of the other investors. Accordingly, we account for our investment in J-Devices using the equity method of accounting. Under the equity method of accounting, we recognize our proportionate share of J-Devices' net income or loss, which is after J-Devices' income taxes in Japan, during each accounting period as a change in our investment in unconsolidated affiliate. In addition, we record equity method adjustments as a change in our investment in unconsolidated affiliate. Because our incremental proportionate share of J-Devices' equity exceeded the cost of our additional investment, these adjustments include the amortization of a $5.1 million basis difference. For the three and six months ended June 30, 2013, our equity in earnings in J-Devices, net of J-Devices' income taxes in Japan, was $1.4 million and $1.5 million, respectively. For the three and six months ended June 30, 2012, our equity in earnings in J-Devices, net of J-Devices' income taxes in Japan, was $0.9 million and $2.9 million, respectively.

In conjunction with entering into the joint venture, one of our subsidiaries in Japan purchased packaging and test equipment from Toshiba and leased the equipment to J-Devices under an agreement which was accounted for as a direct financing lease. At the end of the lease in October 2012, J-Devices exercised an option to purchase the remaining packaging and test equipment for ¥761.4 million. In January 2013, we received payment of ¥761.4 million (approximately $8.8 million) for the purchased equipment.

11.    Accrued Expenses 

Accrued expenses consist of the following:

 	June 30,
2013	 	December 31,
2012	
 	(In thousands)	
Payroll and benefits	$	60,907	
 	 	$	56,651	
 	
Deferred revenue and customer advances	48,637	
 	 	52,773	
 	
Accrued royalties (Note 16)	33,324	
 	 	33,324	
 	
Accrued interest	20,837	
 	 	19,048	
 	
Income taxes payable	10,565	
 	 	8,341	
 	
Accrued severance plan obligations (Note 13)	9,468	
 	 	9,516	
 	
Other accrued expenses	34,107	
 	 	33,311	
 	
Total accrued expenses	$	217,845	
 	 	$	212,964	

Accrued royalties relate to our estimate of royalties due as a result of our pending patent license arbitration (Note 16).

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

12.    Debt 

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

 	June 30,
2013	 	December 31,
2012	
 	(In thousands)	
Debt of Amkor Technology, Inc.:	 	

Senior secured credit facilities:	 	

$150 million revolving credit facility, LIBOR plus 1.5%-2.25%, due June 2017	$	—	
 	 	$	—	
 	
Senior notes:	 	

7.375% Senior notes, due May 2018	345,000	
 	 	345,000	
 	
6.625% Senior notes, due June 2021, $75 million related party	400,000	
 	 	400,000	
 	
6.375% Senior notes, due October 2022 (1)	525,000	
 	 	300,000	
 	
Senior subordinated notes:	 	

6.0% Convertible senior subordinated notes (2)	56,350	
 	 	250,000	
 	
Debt of subsidiaries:	 	

Amkor Technology Korea, Inc.:	 	 	 	
$41 million revolving credit facility, foreign currency funding-linked base rate plus 2.00%, due June 2016 (3)	—	
 	 	—	
 	
Term loan, foreign currency funding-linked base rate plus 2.30%, due March 2015	100,000	
 	 	100,000	
 	
Term loan, LIBOR plus 3.80%, due June 2016 (4)	10,000	
 	 	—	
 	
Term loan, LIBOR plus 3.90% or 3.94%, due July 2017	150,000	
 	 	137,000	
 	
Term loan, foreign currency funding-linked base rate plus 1.75%, due September 2017 (5)	10,000	
 	 	—	
 	
Term loan, LIBOR plus 3.70%, due December 2019 (6)	48,000	
 	 	13,000	
 	
Other:	 	 	 	
Revolving credit facility, TAIFX plus a bank-determined spread, due April 2015 (Taiwan) (7)	—	
 	 	—	
 	
 	1,644,350	
 	 	1,545,000	
 	
Add: Unamortized premium (1)	6,661	
 	 	—	
 	
Less: Short-term borrowings and current portion of long-term debt	(56,350	)	 	—	
 	
Long-term debt (including related party)	$	1,594,661	
 	 	$	1,545,000	

(1)	In September 2012, ATI issued $300.0 million of 6.375% Senior Notes due October 2022 (the “2022 Notes”). The 2022 Notes were issued at par and are senior unsecured obligations. Interest is payable semi-annually on April 1 and October 1 of each year, and commenced April 1, 2013. In May 2013, we issued an additional $225.0 million of 6.375% Senior Notes due October 2022 (the “Additional 2022 Notes”) under the same terms as the 2022 Notes. The Additional 2022 Notes were issued at a premium of 103% or $6.8 million. The net proceeds from the issuance of the Additional 2022 Notes were designated for general corporate purposes. We incurred $3.4 million of debt issuance costs associated with the Additional 2022 Notes.	
 	 	
(2)	In April 2009, we issued $250 million of our 6.0% Convertible Senior Subordinated Notes due April 2014 (the “2014 Notes”). The 2014 Notes are convertible at any time prior to the maturity date into our common stock at a price of approximately $3.02 per share, subject to adjustment. The 2014 Notes are subordinated to the prior payment in full of all of our senior debt. The 2014 Notes were purchased by certain qualified institutional buyers and an entity controlled by Mr. James J. Kim, our Executive Chairman of the Board of Directors. Mr. Kim's affiliate	

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

purchased $150.0 million of the 2014 Notes. In June 2013, we completed a tender offer for the 2014 Notes and exchanged $193.7 million of the 2014 Notes, including the $150.0 million held by Mr. Kim's affiliate, for an aggregate 64.0 million shares of our common stock and a cash payment of $11.6 million. The cash payment was equivalent to the remaining coupons for the tendered notes and was recorded as a charge in our Consolidated Statements of Income for the three and six months ended June 30, 2013.
 	 	
(3)	In June 2012, Amkor Technology Korea, Inc., a Korean subsidiary (“ATK”) entered into a $41.0 million revolving credit facility with a Korean Bank with a term of 12 months. Principal is payable upon maturity and interest is paid monthly. The loan is collateralized with substantially all the land, factories and equipment at our ATK facilities. In June 2013, the facility was amended by extending the term by three years to June 2016. The facility now bears interest at the foreign currency funding-linked base rate plus 2.00% (3.97% as of June 30, 2013). As of June 30, 2013, $41.0 million was available to be borrowed for general working capital purposes.	
 	 	
(4)	In April 2013, ATK entered into a loan agreement with a Korean bank pursuant to which ATK may borrow up to $150.0 million for a term of three years. The loan is collateralized by substantially all the land, factories and equipment located at our ATK facilities. Principal is payable at maturity. Interest is due quarterly beginning three months after the first draw down date. Interest is payable at a rate of LIBOR plus 3.80% (4.07% as of June 30, 2013). As of June 30, 2013, $140.0 million was available to be borrowed for general working capital purposes and the repayment of inter-company debt.	
 	 	
(5)	In March 2013, ATK entered into a loan agreement with a Korean bank pursuant to which ATK may borrow up to $150.0 million for a term of four and a half years. The loan is collateralized by substantially all the land, factories and equipment located at our ATK facilities. Principal is payable in quarterly installments of $5.0 million each starting in December 2014, with the remaining balance due at maturity. Interest is paid quarterly, at a foreign currency funding-linked base rate plus 1.75% (3.85% as of June 30, 2013). As of June 30, 2013, $140.0 million was available to be borrowed for capital expenditures.	
 	 	
(6)	In November 2012, ATK entered into a loan agreement with a Korean Bank pursuant to which ATK may borrow up to $100.0 million by November 2013 for a term of seven years. The loan is collateralized by substantially all the land, factories and equipment located at our ATK facilities. Principal is payable upon maturity. Interest is payable quarterly in arrears, at LIBOR plus 3.70% (3.98% as of June 30, 2013). As of June 30, 2013, $52.0 million was available to be borrowed for capital expenditures.	
 	 	
(7)	In September 2012, Amkor Technology Taiwan Ltd, a subsidiary in Taiwan, entered into a revolving credit facility. The credit facility bears interest at the Taipei Foreign Exchange ("TAIFX") six month U.S. dollar rate plus a bank-determined spread. Availability under the revolving credit facility was originally $44.0 million and subsequent availability steps down $5.0 million every six months from the original available balance. Principal is payable at maturity. As of June 30, 2013, $34.0 million was available to be drawn for general corporate purposes and capital expenditures.	
The debt of Amkor Technology, Inc. is structurally subordinated in right of payment to all existing and future debt and other liabilities of our subsidiaries. Our collateralized bank debt agreements and the indentures governing our senior and senior subordinated notes contain a number of affirmative and negative covenants which could restrict our operations. We were in compliance with all of our covenants as of June 30, 2013.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

13.    Pension and Severance Plans 

Foreign Defined Benefit Pension Plans

Our subsidiaries in Japan, the Philippines and Taiwan sponsor defined benefit pension plans that cover substantially all of their respective employees who are not covered by statutory plans. Charges to expense are based upon actuarial analyses. The components of net periodic pension cost for these defined benefit plans are as follows:

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands)	
Components of net periodic pension cost and total pension expense:	 	

 	 	 	
 	
Service cost	$	1,399	
 	 	$	1,528	
 	 	$	2,873	
 	 	$	3,229	
 	
Interest cost	746	
 	 	802	
 	 	1,521	
 	 	1,622	
 	
Expected return on plan assets	(883	)	 	(787	)	 	(1,794	)	 	(1,570	)	
Amortization of transition obligation	2	
 	 	2	
 	 	4	
 	 	4	
 	
Amortization of prior service cost	49	
 	 	54	
 	 	98	
 	 	125	
 	
Recognized actuarial loss	33	
 	 	52	
 	 	66	
 	 	103	
 	
Net periodic pension cost	1,346	
 	 	1,651	
 	 	2,768	
 	 	3,513	
 	
Curtailment loss	—	
 	 	—	
 	 	—	
 	 	1,089	
 	
Settlement gain	—	
 	 	—	
 	 	—	
 	 	(100	)	
Total pension expense	$	1,346	
 	 	$	1,651	
 	 	$	2,768	
 	 	$	4,502	

During the six months ended June 30, 2012, we recognized net curtailment and settlement losses of $1.0 million, resulting from the remeasurement of our defined benefit plan in Japan due to reductions in workforce (Note 18).

For the three and six months ended June 30, 2013, we contributed $0.1 million and $0.2 million to the defined benefit pension plans, respectively. We expect to contribute approximately $2.1 million to the pension plans during the remainder of 2013. For the three and six months ended June 30, 2012, we contributed $0.1 million and $0.2 million to the defined benefit pension plans, respectively.

Korean Severance Plan

Our subsidiary in Korea participates in an accrued severance plan that covers employees with at least one year of service. To the extent eligible employees are terminated, our subsidiary in Korea would be required to make lump-sum severance payments on behalf of these eligible employees based on their length of service, seniority 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. Our contributions to the National Pension Plan of the Republic of Korea are deducted from accrued severance benefit liabilities.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The provision recorded for severance benefits for the three and six months ended June 30, 2013, was $7.3 million and $12.8 million, respectively. The provision recorded for severance benefits for the three and six months ended June 30, 2012, was $7.2 million and $7.6 million, respectively. The balance of our Korean severance obligation consists of the following:

 	June 30,
2013	 	December 31,
2012	
 	(In thousands)	
Current (Accrued expenses)	$	9,468	
 	 	$	9,516	
 	
Non-current (Pension and severance obligations)	115,141	
 	 	116,997	
 	
Total Korean severance obligation	$	124,609	
 	 	$	126,513	

14.    Treasury Stock 

Stock Repurchase Program

Our Board of Directors previously authorized the repurchase of up to $300.0 million of our common stock, exclusive of any fees, commissions or other expenses. The purchase of stock under the program may be made in the open market or through privately negotiated transactions. Since inception of the program, we have purchased a total of 45.0 million shares at an aggregate purchase price of $208.4 million, net of $0.9 million of commissions. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will depend upon a variety of factors including economic and market conditions, the cash needs and investment opportunities for the business, price, applicable legal requirements and other factors. Our stock repurchase program has been and is expected to be funded with available cash and may be suspended or discontinued at any time.

During the three and six months ended June 30, 2013, we made no purchases under the stock repurchase program. During the three and six months ended June 30, 2012, we purchased 7.1 million and 8.1 million shares of common stock for an aggregate purchase price of $33.2 million and $37.7 million, respectively, net of $0.1 million and $0.2 million of commissions, respectively, for an average price of $4.66 and $4.65, respectively. At June 30, 2013, there were no unsettled shares, and there was approximately $91.6 million available to repurchase common stock pursuant to the stock repurchase program.

15.    Fair Value Measurements 

The accounting framework for determining fair value includes a hierarchy for ranking the quality and reliability of the information used to measure fair value, which enables the reader of the financial statements to assess the inputs used to develop those measurements. The fair value hierarchy consists of three tiers as follows: Level 1, defined as quoted market prices in active markets for identical assets or liabilities; Level 2, defined as inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, model-based valuation techniques for which all significant assumptions are observable in the market or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities and Level 3, defined as unobservable inputs that are not corroborated by market data.

Our assets and liabilities recorded at fair value on a recurring basis include cash equivalent money market funds, restricted cash money market funds and foreign currency forward contracts. Cash equivalent money market funds and restricted cash money market funds are invested in U.S. money market funds and various U.S. and foreign bank operating and time deposit accounts, which are due on demand or carry a maturity date of less than three months when purchased. No restrictions have been imposed on us regarding withdrawal of balances with respect to our cash equivalents as a result of liquidity or other credit market issues affecting the money market funds we invest in or the counterparty financial institutions holding our deposits. Money market funds are valued using quoted market prices in active markets for identical assets.

Our forward contracts are not traded on an exchange and are therefore valued using conventional calculations or models that are primarily based on observable inputs such as foreign currency exchange rates. During the six months ended June 30, 2013, we entered into foreign currency forward contracts to serve as an economic hedge for the payments related to the agreement to purchase land in Korea (see Note 8). The forward contracts are not designated as hedges for accounting

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

purposes and changes in the fair value of these forward contracts are recorded immediately in earnings in foreign currency loss, net in our Consolidated Statements of Income. As of June 30, 2013, the total notional value was $88.7 million. The fair value of the forward contracts at June 30, 2013, results in a liability of $3.8 million and is recorded in accrued expenses in our Consolidated Balance Sheets.

We also measure certain assets and liabilities, including property, plant and equipment, intangible assets and an equity investment, at fair value on a nonrecurring basis. For the three and six months ended June 30, 2013 and 2012, such measurements included the consideration of third party valuation reports based on a combination of market and cost approach valuation techniques. The valuation reports contained various inputs including semiconductor industry data, replacement costs, price lists and general information regarding the assets being evaluated. Nonrecurring fair value measurements related to property, plant and equipment impairments reflect the fair value of the assets at the dates the impairments were taken during the period. Our fair value measurements consist of the following:

 	June 30,
2013	 	December 31, 2012	
 	(In thousands)	
Recurring fair value measurements:	 	 	 	
Assets:	 	 	 	
Cash equivalent money market funds (Level 1)	$	372,417	
 	 	$	151,066	
 	
Restricted cash money market funds (Level 1)	2,681	
 	 	2,680	
 	
Liabilities:	 	 	 	
Foreign currency forward contracts (Level 2)	3,843	
 	 	—	

 	 	 	 	
Nonrecurring fair value measurements:	 	 	 	
Long-lived assets held for use or disposal (Level 3)	$	199	
 	 	$	868	

 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
 	(In thousands)	
Nonrecurring fair value measurements:	 	 	 	 	 	 	 	
Losses on long-lived assets held for use or disposal (Level 3)	$	388	
 	 	$	101	
 	 	$	868	
 	 	$	336	

For the three and six months ended June 30, 2013 and 2012, impairment losses on property, plant and equipment were recorded in cost of sales with the exception of $0.3 million recorded in research and development expenses for the three and six months ended June 30, 2013.

We measure the fair value of our debt on a quarterly basis for disclosure purposes. The following table presents the fair value of financial instruments that are not recorded at fair value on a recurring basis:

 	June 30, 2013	 	December 31, 2012	
 	Fair
Value	 	Carrying
Value	 	Fair
Value	 	Carrying
Value	
 	(In thousands)	
Senior notes (Level 1)	$	1,272,962	
 	 	$	1,270,000	
 	 	$	1,061,945	
 	 	$	1,045,000	
 	
Convertible senior subordinated notes (Level 1)	82,423	
 	 	56,350	
 	 	371,975	
 	 	250,000	
 	
Subsidiary revolvers and term loans (Level 2)	302,349	
 	 	318,000	
 	 	269,200	
 	 	250,000	
 	
Total debt	$	1,657,734	
 	 	$	1,644,350	
 	 	$	1,703,120	
 	 	$	1,545,000	

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

The estimated fair value of the debt is based primarily on quoted market prices reported on or near the respective balance sheet dates for our senior and senior subordinated notes. The estimated fair value for the debt of our subsidiaries was calculated using a discounted cash flow analysis, which utilized market based assumptions including bond and credit default swap indices and was adjusted for credit risk.

16.    Commitments and Contingencies 

We have a letter of credit sub-facility of $25.0 million under our $150.0 million senior secured revolving credit facility that matures in June 2017. As of June 30, 2013, we had $0.3 million of standby letters of credit outstanding and had an additional $24.7 million available for letters of credit. Such standby letters of credit are used in the ordinary course of our business and are collateralized by our cash balances.

We generally warrant that our services will be performed in a professional and workmanlike manner and in compliance with our customers' specifications. We accrue costs for known warranty issues. Historically, our warranty costs have been immaterial.

Legal Proceedings

We are involved in claims and legal proceedings and may become involved in other legal matters arising in the ordinary course of our business. We evaluate these claims and legal matters on a case-by-case basis to make a determination as to the impact, if any, on our business, liquidity, results of operations, financial condition or cash flows. Except as indicated below, we believe that the ultimate outcome of these claims and proceedings, individually and in the aggregate, will not have a material adverse impact to us. Our evaluation of the potential impact of these claims and legal proceedings on our business, liquidity, results of operations, financial condition or cash flows could change in the future.

In accordance with the accounting guidance for loss contingencies, including legal proceedings, lawsuits, pending claims and other legal matters, we accrue for a loss contingency when we conclude that the likelihood of a loss is probable and the amount of the loss can be reasonably estimated. When the reasonable estimate of the loss is within a range of amounts, and no amount in the range constitutes a better estimate than any other amount, we accrue for the amount at the low end of the range. We adjust our accruals from time to time as we receive additional information, but the loss we incur may be significantly greater than or less than the amount we have accrued. We disclose loss contingencies if there is at least a reasonable possibility that a loss has been incurred. Attorney fees related to legal matters are expensed as incurred.

Arbitration Proceedings with Tessera, Inc.

On March 2, 2006, Tessera, Inc. (“Tessera”) filed a request for arbitration with the International Court of Arbitration of the International Chamber of Commerce (the “ICC”), captioned Tessera, Inc. v. Amkor Technology, Inc. (the "First Tessera Arbitration"). The subject matter of the arbitration was a license agreement (“License Agreement”) entered into between Tessera and our predecessor in 1996. In its rulings in 2008 and 2009, the arbitration panel in the First Tessera Arbitration found that most of the packages accused by Tessera were not subject to the patent royalty provisions of the License Agreement, awarded Tessera $60.6 million as damages for some infringing packages for the period March 2, 2002, through December 1, 2008, and denied Tessera's request to terminate the License Agreement. The final award, plus interest and the royalties through December 2008 amounting to $64.7 million, was expensed in 2008 and paid when due in February 2009.

Following Tessera's favorable decision in the U.S International Trade Commission (the “ITC”) in May 2009 against some of our customers, Tessera began making repeated statements to customers and others claiming that we were in breach of the royalty provisions of the License Agreement. We informed Tessera that we believed we were in full compliance with the License Agreement and of our intent to continue making the royalty payments when due in accordance with the terms of the License Agreement.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

On August 7, 2009, we filed a request for arbitration in the ICC against Tessera, captioned Amkor Technology, Inc. v. Tessera, Inc. (the “Second Tessera Arbitration”). We instituted the action in order to obtain declaratory relief confirming that we were a licensee in good standing under our 1996 License Agreement with Tessera and that the License Agreement remained in effect.

On November 2, 2009, Tessera filed an answer to our request for arbitration and counterclaims in the ICC. In the answer and counterclaims, Tessera denied Amkor's claims, alleged breach of contract, sought termination of the License Agreement and asserted that Amkor owed Tessera additional royalties under the License Agreement, including royalties for use of thirteen U.S. and six foreign patents that Tessera did not assert in the First Tessera Arbitration. Tessera later dropped its claims on five of those patents. On February 17, 2011, Tessera sent Amkor a notice of termination of the License Agreement.

In May 2011, Tessera filed a new request for arbitration against Amkor with the ICC captioned Tessera, Inc. v. Amkor Technology, Inc. (the "Third Tessera Arbitration") seeking undisclosed damages and a declaration that the License Agreement had been terminated.

In July 2011, the panel issued its decision in the first phase of the Second Tessera Arbitration. The panel found that we did not owe any of the approximately $18 million of additional royalties claimed by Tessera for packages assembled by us for customers who had been involved in proceedings with Tessera before the ITC. Our request for a declaration confirming that we were in compliance with the License Agreement and that our royalty calculations from the First Tessera Arbitration were correct was denied. The panel found that we had materially breached the License Agreement by not paying the full amount of royalties due and by failing to satisfy the audit provisions of the License Agreement. The final amount of royalties and interest owed relating to the first phase of the Second Tessera Arbitration was approximately $0.5 million, which has been fully paid.

In July 2012, the panel issued an interim order in the second phase of the Second Tessera Arbitration finding that royalties are due to Tessera on three of the ten asserted U.S. patents remaining at issue but not on the other seven, royalties are due on four foreign patents related to U.S. patents that the panel found to be royalty bearing in the First Tessera Arbitration and that the License Agreement was terminated by Tessera as of February 17, 2011. We do not believe the termination of the License Agreement will interfere in any significant way with our ability to use our technology, conduct our business or service our customers. The panel also raised the question of whether Tessera intends to pursue its allegations regarding other patents which have not yet been addressed by the panel, and in July 2012, Tessera informed the panel that it intends to proceed on its claims related to three additional U.S. patents.

In February 2013, the panel issued another interim order in the second phase of the Second Tessera Arbitration. In the latest ruling, the panel determined that flip chip only packages and pin grid array only packages are not royalty bearing but that certain other packages, principally certain wirebond and combination flip chip wirebond packages are royalty bearing. The panel reserved for later decision the issues of the amount of royalties and pre-judgment interest due, and the allocation of costs. In February 2013, Tessera publicly announced its intention to seek an amount in excess of $150 million in the arbitration.

As a result of the interim orders issued by the panel, we recorded a charge in 2012 of $56.0 million based on our estimates of the damages and interest due to date in respect of the Second Tessera Arbitration. We believe that $56.0 million of damages and interest is a reasonable estimate of the low end of the possible range of loss up to the amount claimed by Tessera. Because we believe that no amount in the range constitutes a better estimate than any other amount, we recorded the $56.0 million estimate. Of the total charge, $50.0 million was recorded as cost of goods sold and $6.0 million was recorded as interest expense. The ultimate amount of damages and interest is subject to determination by the panel based on a number of complex factors, including the panel's determination of which package families the patents apply to, whether those packages meet criteria previously laid out by the panel, overlaps among the packages, the final date through which royalties are applicable and other factors. The final award could be more than the amount recognized, and we expect to record our estimate of interest accruing with the passage of time and may record additional charges as information develops or upon the issuance of the final award.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

In August 2012, we paid $19.9 million to Tessera representing the undisputed amount and related interest that we owe in connection with the Second Tessera Arbitration.

In July 2012, Tessera filed a complaint in the U.S. District Court for the District of Delaware. The complaint seeks injunctive relief and damages with respect to Amkor's alleged infringement of one of the U.S. patents that the panel found to be royalty bearing in the Second Tessera Arbitration. We strongly dispute Tessera's claims and intend to vigorously defend against them. However, the outcome of this matter is uncertain, and an adverse decision could have a material adverse effect on our results of operations, financial condition and cash flows.

Amkor Technology, Inc. v. Carsem (M) Sdn Bhd, Carsem Semiconductor Sdn Bhd, and Carsem Inc.

On November 17, 2003, we filed a complaint against Carsem (M) Sdn Bhd, Carsem Semiconductor Sdn Bhd, and Carsem Inc. (collectively “Carsem”) with the ITC in Washington, D.C., alleging infringement of our United States Patent Nos. 6,433,277; 6,455,356 and 6,630,728 (collectively the “Amkor Patents”) and seeking, under Section 337 of the Tariff Act of 1930, an exclusion order barring the importation by Carsem of infringing products. We allege that by making, using, selling, offering for sale or importing into the U.S. the Carsem Dual and Quad Flat No-Lead Packages, Carsem has infringed on one or more of our  Micro LeadFrame packaging technology claims in the Amkor Patents.

On November 18, 2003, we also filed a complaint in the U.S. District Court for the Northern District of California, alleging infringement of the Amkor Patents and seeking an injunction enjoining Carsem from further infringing the Amkor Patents, compensatory damages and treble damages due to willful infringement plus interest, costs and attorney's fees. This District Court action has been stayed pending resolution of the ITC case.

The ITC Administrative Law Judge (“ALJ”) conducted an evidentiary hearing during July and August of 2004 in Washington D.C. and, on November 18, 2004, issued an Initial Determination that Carsem infringed some of our patent claims relating to our  Micro LeadFrame package technology, that some of our 21 asserted patent claims are valid, that we have a domestic industry in our patents and that all of our asserted patent claims are enforceable. However, the ALJ did not find a statutory violation of Section 337 of the Tariff Act.

We filed a petition in November 2004 to have the ALJ's ruling reviewed by the full ITC. On March 31, 2005, the ITC ordered a new claims construction related to various disputed claim terms and remanded the case to the ALJ for further proceedings. On November 9, 2005, the ALJ issued an Initial Determination on remand finding that Carsem infringed some of our patent claims and that Carsem had violated Section 337 of the Tariff Act.

On remand, the ITC had also authorized the ALJ to reopen the record on certain discovery issues related to a subpoena of documents from a third party. An order by the U.S. District Court for the District of Columbia enforcing the subpoena became final on January 9, 2009, and the third party produced documents pursuant to the subpoena.

On July 1, 2009, the ITC remanded the investigation for a second time to the ALJ to reopen the record to admit into evidence documents and related discovery obtained from the enforcement of the above-referenced third-party subpoena.

Following a two-day hearing, on October 30, 2009, the ALJ issued an Initial Determination reaffirming his prior ruling that the Carsem Dual and Quad Flat No-Lead Packages infringe some of Amkor's patent claims relating to  Micro LeadFrame package technology, that all of Amkor's asserted patent claims are valid and that Carsem violated Section 337 of the Tariff Act.

On December 16, 2009, the ITC ordered a review of the ALJ's Initial Determination. On February 18, 2010, the Commission reversed a finding by the ALJ on the issue of whether a certain invention constitutes prior art to Amkor's asserted patents. The ITC remanded the investigation to the ALJ to make further findings in light of the ITC's ruling. On March 22, 2010, the ALJ issued a Supplemental Initial Determination. Although the ALJ's ruling did not disturb the prior finding that certain Carsem Dual and Quad Flat No-Lead Packages infringe some patent claims of Amkor's U.S. Patent No. 6,433,277 (the "277 Patent"), the ALJ found that these infringed claims are invalid and, as a result, the ALJ did not find a statutory violation of the Tariff Act. On July 20, 2010, the ITC issued a Notice of Commission Final Determination, in which the ITC determined

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

that there is no violation of Section 337 of the Tariff Act and terminated the investigation. We appealed the ITC's ruling of invalidity for the claims of the 277 Patent to the U.S. Court of Appeals for the Federal Circuit (the "Federal Circuit"), and oral arguments were heard in November 2011.

On August 22, 2012, the Federal Circuit issued a favorable ruling in Amkor's appeal in its patent infringement case against Carsem before the ITC. In its ruling, the Federal Circuit reversed the ITC's determination of invalidity on the 277 Patent, and remanded the matter to the ITC for further proceedings consistent with its opinion. On October 5, 2012, Carsem filed a Petition for Rehearing requesting the Federal Circuit to vacate its decision and affirm the ITC's determination of no violation of Section 337 of the Tariff Act. The Federal Circuit denied Carsem's petition on December 7, 2012, and remanded the matter to the ITC for further action consistent with its August 22, 2012 ruling.

In September 2012, Carsem, Inc. filed requests for Inter Partes Reexamination of the 277 Patent with the United States Patent and Trademark Office (“Patent Office”). In December 2012, the Patent Office granted the requests for Reexamination. On January 10, 2012, the Patent Office issued an Office Action rejecting all of the 277 Patent claims over certain prior art references. Amkor believes that all of the 277 Patent claims are valid and filed a response to the Office Action in March 2013.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

17.    Business Segments 

We have two reportable segments, packaging and test. Packaging and test are integral steps in the process of manufacturing semiconductor devices, and our customers may engage with us for both packaging and test services, or for packaging or test services individually. We have concluded that our packaging and test services constitute a group of similar services within each reportable segment.

The accounting policies for segment reporting are the same as those for our Consolidated Financial Statements as a whole. We evaluate our operating segments based on gross profit and gross property, plant and equipment. We do not specifically identify and allocate total assets by operating segment. Summarized financial information concerning reportable segments is shown in the following table. The “other” column includes corporate adjustments, gross property, plant and equipment of our corporate and sales offices and capital additions that do not directly support manufacturing operations, such as research and development and infrastructure projects.

 	Packaging	 	Test	 	Other	 	Total	
 	(In thousands)	
Three months ended June 30, 2013	 	 	 	 	 	 	 	
Net sales	$	646,793	
 	 	$	99,266	
 	 	$	—	
 	 	$	746,059	
 	
Depreciation expense	62,711	
 	 	28,094	
 	 	—	
 	 	90,805	
 	
Gross profit	107,207	
 	 	31,172	
 	 	—	
 	 	138,379	
 	
Capital additions	106,243	
 	 	39,681	
 	 	12,930	
 	 	158,854	
 	
Three months ended June 30, 2012	 	 	 	 	 	 	 	
Net sales	$	610,667	
 	 	$	75,860	
 	 	$	—	
 	 	$	686,527	
 	
Depreciation expense	58,881	
 	 	23,010	
 	 	—	
 	 	81,891	
 	
Gross profit	67,998	
 	 	21,322	
 	 	—	
 	 	89,320	
 	
Capital additions	67,303	
 	 	35,147	
 	 	46,965	
 	 	149,415	
 	
Six months ended June 30, 2013	 	 	 	 	 	 	 	
Net sales	$	1,240,168	
 	 	$	193,420	
 	 	$	—	
 	 	$	1,433,588	
 	
Depreciation expense	124,364	
 	 	55,609	
 	 	—	
 	 	179,973	
 	
Gross profit	190,708	
 	 	62,624	
 	 	—	
 	 	253,332	
 	
Capital additions	169,906	
 	 	79,847	
 	 	33,371	
 	 	283,124	
 	
Six months ended June 30, 2012	 	 	 	 	 	 	 	
Net sales	$	1,192,178	
 	 	$	149,359	
 	 	$	—	
 	 	$	1,341,537	
 	
Depreciation expense	116,801	
 	 	45,187	
 	 	—	
 	 	161,988	
 	
Gross profit	155,301	
 	 	39,000	
 	 	—	
 	 	194,301	
 	
Capital additions	120,854	
 	 	84,229	
 	 	68,267	
 	 	273,350	
 	
Gross property, plant and equipment	 	 	 	 	 	 	 	
June 30, 2013	$	3,499,459	
 	 	$	1,136,553	
 	 	$	116,515	
 	 	$	4,752,527	
 	
December 31, 2012	3,372,071	
 	 	1,076,513	
 	 	150,469	
 	 	4,599,053	

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

18.    Exit Activities and Reductions in Force 

As part of our ongoing efforts to improve our manufacturing operations and manage costs, we regularly evaluate our staffing levels and facility requirements compared to business needs. The following table summarizes our exit activities and reduction in force initiatives associated with these efforts. “Charges” represents the initial charge related to the exit activity. “Cash Payments” consists of the utilization of “Charges.” “Non-cash Amounts” consists of asset impairments, pension plan curtailments and settlements and foreign currency adjustments.

 	Employee
Separation Costs	
 	(In thousands)	
Accrual at December 31, 2012	$	1,607	
 	
Charges	5,988	
 	
Cash Payments	(7,609	)	
Non-cash Amounts	14	
 	
Accrual at June 30, 2013	$	—	

 	
 	 	 	 	
 	Employee
Separation Costs	
 	(In thousands)	
Accrual at December 31, 2011	$	—	
 	
Charges	7,160	
 	
Cash Payments	(6,112	)	
Non-cash Amounts	(951	)	
Accrual at June 30, 2012	$	97	

Reductions in Force

During the three and six months ended June 30, 2013, we reduced our workforce through voluntary retirement and other workforce reduction programs. During the three months ended June 30, 2013, we recorded $2.0 million in charges for termination benefits, of which $1.7 million and $0.3 million were charged to cost of sales and selling, general and administrative expenses, respectively. During the six months ended June 30, 2013, we recorded $6.0 million in charges for termination benefits, of which $5.2 million, $0.5 million and $0.3 million were charged to cost of sales; selling, general and administrative expenses and research and development expenses, respectively. All amounts were paid as of June 30, 2013.

During the six months ended June 30, 2012, we reduced our workforce at one of our manufacturing operations. We recorded $7.2 million in charges for termination benefits including $1.0 million in net curtailment and settlement charges, of which $5.5 million, $1.6 million and $0.1 million were charged to cost of sales; selling, general and administrative expenses and research and development expenses, respectively. All amounts were paid as of December 31, 2012.

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AMKOR TECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

19.    Subsequent Event 

On July 31, 2013, we completed the purchase of 100% of the shares of Toshiba Electronics Malaysia Sdn. Bhd. (“TEM”), Toshiba’s power discrete semiconductor packaging and test operation in Malaysia. The total price for the shares was approximately $60 million, based on the estimated net asset value of TEM at closing. The price for the shares is subject to adjustment to the extent the actual net asset value of TEM at closing was more or less than the estimate. We paid $43 million at closing and are obligated to pay the remaining $17 million by March 31, 2014. In connection with the purchase of TEM, we were also granted a non-exclusive, royalty bearing license by Toshiba to certain intellectual property rights for providing packaging and test services for power discrete and certain other semiconductor products, subject to a royalty cap of ¥1.5 billion (approximately $15 million).

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Item 2.         Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Amkor is one of the world's leading providers of outsourced semiconductor packaging and test services. Packaging and test are integral steps in the process of manufacturing semiconductor devices. The semiconductor manufacturing process begins with the fabrication of individual transistors, or multiple transistors and other electronic elements combined into an integrated circuit (generally known as a “chip” or “die”), onto semiconductor material such as a silicon wafer. Each chip on the wafer is probe tested. The good chips are identified and the wafer is then separated into individual die. Each good die is then assembled into a package that typically encapsulates the die for protection and creates the electrical connections used to connect the package to a printed circuit board, module or other part of the electronic device. In some packages, chips are attached to a substrate or leadframe carrier through wirebonding or flip chip interconnects and then encased in a protective material. Or, for a wafer-level package, the electrical interconnections are created directly on the surface of the die (while the wafer is still intact) so that the chip may be attached directly to other parts of an electronic device without a substrate or leadframe. The packages are then tested using sophisticated equipment to ensure that each packaged chip meets its design and performance specifications. The test services we offer include probe testing and final testing.

Our packaging services are designed to meet application and chip specific requirements including the type of interconnect technology employed; size; thickness and electrical, mechanical and thermal performance. We are able to provide turnkey packaging and test services including semiconductor wafer bump, wafer probe, wafer backgrind, package design, packaging, test and drop shipment services.

Our business is impacted by market conditions in the semiconductor industry, which is cyclical by nature and impacted by broad economic factors, such as world-wide gross domestic product and consumer spending. Historical trends indicate there has been a strong correlation between world-wide gross domestic product levels, consumer spending and semiconductor industry cycles. The semiconductor industry has experienced significant and sometimes prolonged cyclical downturns in the past. We cannot predict the timing, strength or duration of any economic slowdown or subsequent economic recovery.

Our net sales, gross profit, operating income, cash flows, liquidity and capital resources have historically fluctuated significantly from quarter to quarter as a result of many factors, including the seasonality of our business, the cyclical nature of the semiconductor industry and other factors discussed in Part II, Item 1A of this Quarterly Report.

Our net sales increased $59.5 million or 8.7% to $746.1 million for the three months ended June 30, 2013, from $686.5 million for the three months ended June 30, 2012. The increase was driven by a $36.1 million or 5.9% increase in packaging net sales as well as a $23.4 million or 30.9% increase in test net sales. The increases in packaging and test net sales were driven by strong demand for flip chip and wafer-level processing and test services supporting mobile communications products and our continued investments in support of this end market. This increase was partially offset by a decrease in net sales of packaging services related to products for the consumer and computing end markets.

Gross margin for the three months ended June 30, 2013, increased to 18.5% from 13.0% for the three months ended June 30, 2012. The increase was mainly attributable to the $30.0 million charge related to our pending patent license arbitration that was recorded during the three months ended June 30, 2012. The increase was also driven by higher net sales of wafer-level processing and test services supporting mobile communications products, partially offset by weakness in demand for products for the consumer and computing end markets.

We operate in a capital intensive industry and have a significant level of debt. Servicing our current and future customers requires that we incur significant operating expenses and continue to make significant capital expenditures, which are generally made in advance of the related revenues and without any firm customer commitments. We fund our operations, including capital expenditures and debt service requirements, with cash flows from operations, existing cash and cash equivalents, borrowings under available credit facilities and proceeds from any additional financing. Maintaining an appropriate level of liquidity is important to our business and depends on, among other things, the performance of our business, our capital expenditure levels and our ability to repay debt out of our operating cash flows or proceeds from debt or equity financings.

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Driven by continued customer demand for services supporting mobile communications products, our capital additions totaled $283.1 million or 19.7% of net sales for the six months ended June 30, 2013, compared to $273.4 million or 20.4% of net sales for the six months ended June 30, 2012. During the six months ended June 30, 2013, 60.0% of our capital additions were made in packaging, 28.2% in test and 11.8% in research and development and infrastructure projects. During the six months ended June 30, 2012, 44.2% of our capital additions were made in packaging, 30.8% in test and 25.0% in research and development and infrastructure projects.

Net cash provided by operating activities was $200.9 million for the six months ended June 30, 2013, compared to $142.5 million for the six months ended June 30, 2012. For the six months ended June 30, 2013, we experienced negative free cash flow of $21.8 million, primarily due to our capital purchases to support anticipated customer demand for packaging and test services related to mobile communications. We define free cash flow as net cash provided by operating activities less purchases of property, plant and equipment. Free cash flow is not defined by U.S. generally accepted accounting principles (“U.S. GAAP”), and a reconciliation of free cash flow to net cash provided by operating activities is set forth under the caption “Cash Flows” below.

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Results of Operations

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

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	2013	 	2012	
Net sales	100.0	%	 	100.0	 %	 	100.0	%	 	100.0	%	
Materials	41.7	%	 	43.2	 %	 	42.1	%	 	44.0	%	
Labor	14.0	%	 	14.4	 %	 	14.4	%	 	14.2	%	
Other manufacturing costs	25.8	%	 	29.4	 %	 	25.8	%	 	27.3	%	
Gross margin	18.5	%	 	13.0	 %	 	17.7	%	 	14.5	%	
Depreciation and amortization	13.2	%	 	13.2	 %	 	13.7	%	 	13.4	%	
Operating income	7.8	%	 	3.2	 %	 	6.9	%	 	4.2	%	
Income (loss) before income taxes	2.7	%	 	(0.4	)%	 	2.6	%	 	0.9	%	
Net income attributable to Amkor	4.0	%	 	0.1	 %	 	3.0	%	 	0.9	%	

Net Sales

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Net sales	$	746,059	
 	 	$	686,527	
 	 	$	59,532	
 	 	8.7	%	 	$	1,433,588	
 	 	$	1,341,537	
 	 	$	92,051	
 	 	6.9	%	
Packaging net sales	646,793	
 	 	610,667	
 	 	36,126	
 	 	5.9	%	 	1,240,168	
 	 	1,192,178	
 	 	47,990	
 	 	4.0	%	
Test net sales	99,266	
 	 	75,860	
 	 	23,406	
 	 	30.9	%	 	193,420	
 	 	149,359	
 	 	44,061	
 	 	29.5	%	

Net Sales. Net sales in the three and six months ended June 30, 2013, increased compared to the three and six months ended June 30, 2012, as a result of higher net sales of our packaging and test services.

Packaging Net Sales. The increase in packaging net sales for the three and six months ended June 30, 2013 was primarily driven by strong demand for flip chip, wafer-level processing and certain wirebond services supporting mobile communications products, such as 28 nanometer chipsets and NAND memory. Our continued investments supporting mobile communications have provided opportunities for growth in this end market. These increases in net sales were partially offset by weakness in demand for products in the consumer end market, including gaming and home electronics, and by a decrease in the computing end market as net sales in the prior year benefitted from incremental demand from customers whose supply chains were disrupted by the flooding in Thailand.

Packaging unit volume increased to 2.7 billion units during the three months ended June 30, 2013, compared to 2.1 billion units during the three months ended June 30, 2012. Packaging unit volume increased to 5.0 billion units during the six months ended June 30, 2013, compared to 4.0 billion units during the six months ended June 30, 2012. The increase for the three and six months ended June 30, 2013, was primarily due to an increase in wafer-level processing services for mobile communications.

Test Net Sales. The increase in test net sales in the three and six months ended June 30, 2013 was primarily attributable to higher demand for test services for mobile communications products and our continued investments in support of this end market as many of our mobile communications customers require turnkey packaging and test solutions.

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Cost of Sales

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Cost of sales	$	607,680	
 	 	$	597,207	
 	 	$	10,473	
 	 	1.8	%	 	$	1,180,256	
 	 	$	1,147,236	
 	 	$	33,020	
 	 	2.9	%	

Our cost of sales consists principally of materials, labor, depreciation and manufacturing overhead. Since a substantial portion of the costs at our factories is fixed, relatively modest increases or decreases in capacity utilization rates can have a significant effect on our gross margin.

Material costs as a percentage of net sales decreased to 41.7% and 42.1% for the three and six months ended June 30, 2013, from 43.2% and 44.0% for the three and six months ended June 30, 2012. The decrease as a percentage of sales was primarily due to increased net sales related to wafer-level processing and test services, which have lower material costs as a percentage of net sales. Material costs in absolute dollars for the three and six months ended June 30, 2013, increased compared to the three and six months ended June 30, 2012, as a result of the increased net sales of packaging services.

Labor costs as a percentage of net sales of 14.0% and 14.4% for the three and six months ended June 30, 2013, remained consistent with labor costs as a percentage of net sales of 14.4% and 14.2% for the three and six months ended June 30, 2012. Labor costs in absolute dollars increased primarily due to increased compensation expense and headcount at certain foreign manufacturing locations along with unfavorable foreign currency exchange rate movements as substantially all of our manufacturing operations' workforce is paid in local currencies.

Other manufacturing costs as a percentage of net sales decreased to 25.8% for the three and six months ended June 30, 2013, from 29.4% and 27.3% for the three and six months ended June 30, 2012. The decrease in other manufacturing costs as a percentage of sales, and in absolute dollars, was attributable to the $30.0 million charge relating to our pending patent license arbitration that was recorded during the three months ended June 30, 2012. This decrease was partially offset by increased depreciation expense due to our continued investments in property, plant and equipment to service the demand of our customers.

Gross Profit

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Gross profit	$	138,379	
 	 	$	89,320	
 	 	$	49,059	
 	 	$	253,332	
 	 	$	194,301	
 	 	$	59,031	
 	
Gross margin	18.5	%	 	13.0	%	 	5.5	%	 	17.7	%	 	14.5	%	 	3.2	%	

Gross profit and gross margin for the three and six months ended June 30, 2013, increased compared to the three and six months ended June 30, 2012. The increase in gross profit and gross margin was primarily the result of the $30.0 million charge relating to our pending patent license arbitration that was recorded during the three months ended June 30, 2012. The increase was also the result of higher net sales of wafer-level processing and test services supporting mobile communications, partially offset by weakness in demand for products in the consumer and computing end markets.

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Packaging gross profit	$	107,207	
 	 	$	67,998	
 	 	$	39,209	
 	 	$	190,708	
 	 	$	155,301	
 	 	$	35,407	
 	
Packaging gross margin	16.6	%	 	11.1	%	 	5.5	%	 	15.4	%	 	13.0	%	 	2.4	%	

Packaging Gross Profit.  Gross profit and gross margin for packaging net sales for the three and six months ended June 30, 2013, increased compared to the three and six months ended June 30, 2012. The increase in gross profit and gross margin

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was primarily attributable to the pending patent license arbitration charge discussed above, which relates entirely to the packaging segment. The increase in gross profit and gross margin was also the result of higher net sales of wafer-level processing services supporting mobile communications. These increases were partially offset by weakness in demand for products in the consumer end market as well as lower demand for products in the computing end market as net sales in the prior year benefitted from incremental demand from customers whose supply chains were disrupted by the flooding in Thailand.

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Test gross profit	$	31,172	
 	 	$	21,322	
 	 	$	9,850	
 	 	$	62,624	
 	 	$	39,000	
 	 	$	23,624	
 	
Test gross margin	31.4	%	 	28.1	%	 	3.3	%	 	32.4	%	 	26.1	%	 	6.3	%	

Test Gross Profit.  Gross profit and gross margin for test net sales for the three and six months ended June 30, 2013, increased compared to the three and six months ended June 30, 2012. The increase in gross profit and margin was driven by higher test net sales in support of mobile communications. Costs of sales for test services are primarily fixed in nature and have relatively low material content. Accordingly, increases in net sales or utilization generally result in increased gross profit and gross margin due to the high degree of operating leverage for these services.

Selling, General and Administrative Expenses

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Selling, general and administrative	$	65,618	
 	 	$	53,489	
 	 	$	12,129	
 	 	22.7	%	 	$	125,177	
 	 	$	110,744	
 	 	$	14,433	
 	 	13.0	%	

Selling, general and administrative expenses for the three and six months ended June 30, 2013, increased compared to the three and six months ended June 30, 2012. The increase for the three and six months ended June 30, 2013, was attributable to higher professional fees associated with acquisitions, investments and pending litigation. The increase was also attributable to the additional costs associated with our CEO succession.

Research and Development

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Research and development	$	14,308	
 	 	$	13,867	
 	 	$	441	
 	 	3.2	%	 	$	28,614	
 	 	$	27,292	
 	 	$	1,322	
 	 	4.8	%	

Research and development activities are focused on developing new packaging interconnect and test services and improving the efficiency and capabilities of our existing production processes. Areas of focus include 3D packaging, including embedded die, silicon interposers and Through Silicon Via technologies, fine pitch copper pillar packaging and wafer-level processing. The increase in research and development expenses for the three and six months ended June 30, 2013, compared to the three and six months ended June 30, 2012, was primarily attributable to increased depreciation as a result of our continued investments in research and development initiatives.

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Other Expense, Net

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Interest expense, net	$	26,255	
 	 	$	25,116	
 	 	$	1,139	
 	 	4.5	 %	 	$	50,998	
 	 	$	46,305	
 	 	$	4,693	
 	 	10.1	 %	
Foreign currency loss, net	2,041	
 	 	1,277	
 	 	764	
 	 	(59.8	)%	 	875	
 	 	2,067	
 	 	(1,192	)	 	(57.7	)%	
Loss on debt retirement, net	11,619	
 	 	—	
 	 	11,619	
 	 	100.0	 %	 	11,619	
 	 	—	
 	 	11,619	
 	 	100.0	 %	
Equity in earnings of unconsolidated affiliate	(1,445	)	 	(892	)	 	(553	)	 	62.0	 %	 	(1,500	)	 	(2,880	)	 	1,380	
 	 	(47.9	)%	
Other income, net	(108	)	 	(518	)	 	410	
 	 	(79.2	)%	 	(337	)	 	(1,152	)	 	815	
 	 	(70.7	)%	
Total other expense, net	$	38,362	
 	 	$	24,983	
 	 	$	13,379	
 	 	53.6	 %	 	$	61,655	
 	 	$	44,340	
 	 	$	17,315	
 	 	39.1	 %	

Interest expense for the three and six months ended June 30, 2013, increased compared to the three and six months ended June 30, 2012, due to additional interest expense from higher levels of long-term debt. In June 2013, we completed a tender offer for our Convertible Senior Subordinated Notes due 2014 and exchanged $193.7 million of these notes for shares of our common stock. As a result of this transaction, we recorded a charge of $11.6 million related to the cash payment we made to holders of the notes.

During the three months ended June 30, 2013, we increased our ownership interest in J-Devices Corporation ("J-Devices") from 30% to 60%, and J-Devices completed its acquisition of three packaging and test factories from Renesas. J-Devices experienced lower customer demand during the three months ended June 30, 2013, as well as increased costs related to these acquisitions and ongoing integration efforts. These factors constrained J-Devices' profitability and lowered our equity in earnings during the six months ended June 30, 2013.

Income Tax Benefit

 	For the Three Months Ended
June 30,	 	For the Six Months Ended
June 30,	
 	2013	 	2012	 	Change	 	2013	 	2012	 	Change	
 	(In thousands, except percentages)	
Income tax benefit	$	(10,238	)	 	$	(3,891	)	 	$	(6,347	)	 	163.1	%	 	$	(6,209	)	 	$	(529	)	 	$	(5,680	)	 	1,073.7	%	

Generally, our effective tax rate is below the U.S. federal tax rate of 35% because we have experienced taxable losses in the U.S. and our income is taxed in foreign jurisdictions where we benefit from tax holidays or tax rates lower than the U.S. statutory rate. Our income tax benefits for the three and six months ended June 30, 2013 and 2012, were attributable to income tax on profits earned in certain foreign jurisdictions and foreign withholding taxes fully offset by discrete income tax benefits. During the three and six months ended June 30, 2013, we recorded a discrete income tax benefit of $8.6 million for the reversal of a deferred tax liability associated with the undistributed earnings from our investment in J-Devices and a discrete income tax benefit of $6.6 million for the release of a valuation allowance on deferred tax assets at one of our foreign jurisdictions. During the three and six months ended June 30, 2012, we recorded discrete income tax benefits consisting primarily of a $4.0 million reduction in unrecognized tax benefits associated with a favorable ruling related to revenue attribution.

During 2013, our subsidiaries in Korea, the Philippines and Taiwan have operated under tax holidays which will continue to expire in whole or in part at various dates through 2017. We expect our effective tax rate to increase as the tax holidays expire as income earned in these jurisdictions will be subject to higher statutory income tax rates.

At June 30, 2013, we had U.S. net operating loss carryforwards totaling $336.9 million, which expire at various times through 2031. Additionally, at June 30, 2013, we had $90.5 million of non-U.S. net operating loss carryforwards, which expire at various times through 2023. We maintain a valuation allowance on all of our U.S. net deferred tax assets, including our net operating loss carryforwards, and on deferred tax assets in certain foreign jurisdictions. We will release such valuation allowances as the related tax benefits are realized or when sufficient net positive evidence exists to conclude that it is more likely than not that the deferred tax assets will be realized.

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Liquidity and Capital Resources

We assess our liquidity based on our current expectations regarding sales, operating expenses, capital spending and debt service requirements. Based on this assessment, we believe that our cash flow from operating activities, together with existing cash and cash equivalents and availability under our revolving credit facilities, will be sufficient to fund our working capital, capital expenditure and debt service requirements for at least the next twelve months. Thereafter, our liquidity will continue to be affected by, among other things, volatility in the global economy and credit markets, the performance of our business, our capital expenditure levels, other uses of our cash including the final amount of payments due in our disputes with Tessera, any purchases of stock under our stock repurchase program, any investments in joint ventures or acquisitions and our ability to either repay debt out of operating cash flow or refinance at or prior to maturity with the proceeds of debt or equity offerings. There can be no assurance that we will generate the necessary net income or operating cash flows to meet the funding needs of our business beyond the next twelve months due to a variety of factors, including the cyclical nature of the semiconductor industry and other factors discussed in Part II, Item 1A of this Quarterly Report.

Our primary source of cash and the source of funds for our operations are cash flows from operations, current cash and cash equivalents, borrowings under available debt facilities and proceeds from any additional debt or equity financings. As of June 30, 2013, we had cash and cash equivalents of $636.0 million, $1,651.0 million of debt and availability of $149.7 million under our $150.0 million first lien senior secured revolving credit facility. Additionally, our foreign subsidiaries had $75.0 million available to be drawn under secured revolving credit facilities for general corporate purposes, general working capital purposes and capital expenditures and $332.0 million available to be borrowed under secured term loan credit facilities for general working capital purposes, capital expenditures and the repayment of inter-company debt.

Included in our cash balance as of June 30, 2013, is $260.8 million held offshore by our foreign subsidiaries. If we were to distribute this offshore cash to the U.S. as repatriated earnings of our foreign subsidiaries, we would incur foreign withholding taxes; however, we would not incur a significant amount of U.S. federal income taxes, due to the availability of tax loss carryovers and foreign tax credits.

We sponsor an accrued severance plan for our subsidiary in Korea, which under existing tax laws in Korea, limits our ability to currently deduct related severance expenses accrued under that plan. The purpose of these limitations is to encourage companies to migrate to a defined contribution or defined benefit plan. If we retain our existing severance plan, the deduction for severance expenses will be limited to severance payments made to retired employees, which results in a larger current income tax liability in Korea. If we decide to adopt a new plan, we would be required to fund a significant portion of the existing liability, which would provide a current tax deduction upon funding. Our Korean severance liability was $124.6 million as of June 30, 2013.

We refer you to Note 16 to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for a discussion of the pending arbitration relating to Amkor's license agreement with Tessera. We expect to use cash on hand, proceeds from borrowings under our existing lines of credit or other sources to make any payments due in connection with our litigation with Tessera.

We operate in a capital intensive industry. Servicing our current and future customers may require that we incur significant operating expenses and make significant investments in equipment and facilities, which are generally made in advance of the related revenues and without any firm customer commitments. Additionally, in April 2013 we completed the exercise of our option to increase our ownership interest of J-Devices, and in July 2013, we acquired Toshiba Electronics Malaysia Sdn. Bhd. We refer you to "Investments" below for further discussion.

In January 2013, we sold office space and land located in Chandler, Arizona for $22.8 million, net of selling costs of $1.2 million.

In May 2013, we issued an additional $225.0 million of 6.375% Senior Notes due October 2022 (the “Additional 2022 Notes”) under the same terms as the original $300.0 million of 6.375% Senior Notes due October 2022. The Additional 2022 Notes were issued at a premium of 103% or $6.8 million. The net proceeds from the issuance of the Additional 2022 Notes were designated for general corporate purposes.

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In June 2013, we completed a tender offer for the 6.0% Convertible Senior Subordinated Notes due April 2014 (the “2014 Notes”) and exchanged $193.7 million of the 2014 Notes, including the $150.0 million held by Mr. Kim's affiliate, for an aggregate 64.0 million shares of our common stock and a cash payment of $11.6 million. The cash payment was equivalent to the remaining coupons for the tendered notes.

Our scheduled principal repayments on debt include $61.4 million due in 2014, $105.0 million due in 2015, $10.0 million due in 2016, $150.0 million due in 2017 and $1,318.0 million due thereafter. We were in compliance with all of our debt covenants at June 30, 2013, and expect to remain in compliance with these covenants for at least the next twelve months.

In order to reduce leverage and future cash interest payments, we may from time to time repurchase our outstanding notes for cash or exchange shares of our common stock for our outstanding notes. Any such transaction may be made in the open market, through privately negotiated transactions or otherwise and is subject to the terms of our indentures and other debt agreements, market conditions and other factors.

Certain debt agreements have restrictions on dividend payments and the repurchase of stock and subordinated securities, including our convertible notes. These restrictions are determined by calculations based upon cumulative net income. We have never paid a dividend to our stockholders, and we do not have any present plans for doing so. Amkor Technology, Inc. also guarantees certain debt of our subsidiaries.

Our Board of Directors previously authorized the repurchase of up to $300.0 million of our common stock, exclusive of any fees, commissions or other expenses. We did not purchase any stock under the plan for the three months ended June 30, 2013. Since inception of the program, we have purchased a total of 45.0 million shares at an aggregate purchase price of $208.4 million, net of $0.9 million of commissions. At June 30, 2013, approximately $91.6 million was available to repurchase common stock pursuant to the stock repurchase program. The purchase of stock may be made in the open market or through privately negotiated transactions. The timing, manner, price and amount of any repurchases will be determined by us at our discretion and will depend upon a variety of factors including economic and market conditions, the cash needs and investment opportunities for the business, price, applicable legal requirements and other factors. Our stock repurchase program may be suspended or discontinued at any time.

Investments

We expect that our 2013 capital additions will be approximately $450 million, in addition to $140 million of spending for the acquisition of land and preparation for construction relating to our new factory and research and development center in Korea. We refer you below for further discussion. Our expected capital additions for 2013 primarily support customer demand for packaging and test services related to mobile communications. During the six months ended June 30, 2013, our capital additions were $283.1 million. Of this total, approximately 60.0% of our capital additions were made in packaging, 28.2% in test and 11.8% in research and development and infrastructure projects. Ultimately, the amount of our 2013 capital additions will depend on several factors including, among others, the timing and implementation of any capital projects under review, the performance of our business, economic and market conditions, the cash needs and investment opportunities for the business, the need for additional capacity to service anticipated customer demand and the availability of cash flows from operations or financing.

In February 2013, we entered into an agreement for the purchase of land for a factory and research and development center in Korea. The land purchase price was ₩108.5 billion (approximately $95 million), payable in installments over ten months. We made a nonrefundable deposit of ₩10.9 billion (approximately $10 million) at signing and have two remaining payments of ₩43.4 billion (approximately $38 million) and ₩54.2 billion (approximately $47 million) due in August 2013 and November 2013, respectively. The agreement to purchase the land for the facility is subject to our compliance with various construction, investment, hiring, regulatory and other requirements. There can be no assurance that the new facility project will proceed at all, or that the actual scope, costs, timeline or benefits of the project will be consistent with our current expectations.

In April 2013, we completed the exercise of our option to increase our ownership interest of J-Devices, a joint venture to provide semiconductor packaging and test services in Japan, from 30% to 60% for an aggregate purchase price of ¥6.7 billion ($67.4 million). J-Devices is now owned 60% by Amkor, 34% by the former shareholders of NMD and 6% by Toshiba. We also have options to acquire additional equity interests in J-Devices. The options are exercisable at our

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discretion and permit us to increase our ownership interest in J-Devices up to 66% in 2014 and up to 80% in 2015. The exercise price for all options is payable in cash and is determined using a formula based upon the net book value and a multiple of earnings before interest, taxes, depreciation and amortization of J-Devices.

On July 31, 2013, we completed the purchase of 100% of the shares of Toshiba Electronics Malaysia Sdn. Bhd. (“TEM”), Toshiba’s power discrete semiconductor packaging and test operation in Malaysia. The total price for the shares was approximately $60 million, based on the estimated net asset value of TEM at closing. The price for the shares is subject to adjustment to the extent the actual net asset value of TEM at closing was more or less than the estimate. We paid $43 million at closing and are obligated to pay the remaining $17 million by March 31, 2014. In connection with the purchase of TEM, we were also granted a non-exclusive, royalty bearing license by Toshiba to certain intellectual property rights for providing packaging and test services for power discrete and certain other semiconductor products, subject to a royalty cap of ¥1.5 billion (approximately $15 million).

We are subject to risks associated with our capital additions, including those discussed in Part II, Item 1A of this Quarterly Report. The following table reconciles our activity related to property, plant and equipment additions as presented on the Consolidated Balance Sheets to purchases of property, plant and equipment as presented on the Condensed Consolidated Statements of Cash Flows:

 	For the Six Months Ended
June 30,	
 	2013	 	2012	
 	(In thousands)	
Property, plant and equipment additions	$	283,124	
 	 	$	273,350	
 	
Net change in related accounts payable and deposits	(60,450	)	 	(40,668	)	
Purchases of property, plant and equipment	$	222,674	
 	 	$	232,682	

Contractual Obligations

The following table summarizes our contractual obligations at June 30, 2013, and the effect such obligations are expected to have on our liquidity and cash flow in future periods:

 	 	 	Payments Due for Year Ending December 31,	
 	Total	 	2013 -
Remaining	 	2014	 	2015	 	2016	 	2017	 	Thereafter	
 	(In thousands)	
Total debt	$	1,644,350	
 	 	$	—	
 	 	$	61,350	
 	 	$	105,000	
 	 	$	10,000	
 	 	$	150,000	
 	 	$	1,318,000	
 	
Scheduled interest payment obligations (1)	707,347	
 	 	51,039	
 	 	100,388	
 	 	95,025	
 	 	93,836	
 	 	90,477	
 	 	276,582	
 	
Purchase obligations (2)	123,214	
 	 	123,214	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	 	—	
 	
Operating lease obligations	26,667	
 	 	5,750	
 	 	9,161	
 	 	6,254	
 	 	1,327	
 	 	1,217	
 	 	2,958	
 	
Severance obligations (3)	124,609	
 	 	9,353	
 	 	8,649	
 	 	8,003	
 	 	7,396	
 	 	6,848	
 	 	84,360	
 	
Total contractual obligations	$	2,626,187	
 	 	$	189,356	
 	 	$	179,548	
 	 	$	214,282	
 	 	$	112,559	
 	 	$	248,542	
 	 	$	1,681,900	

(1)	Scheduled interest payment obligations were calculated using stated coupon rates for fixed rate debt and interest rates applicable at June 30, 2013, for variable rate debt.	
 	 	
(2)	Represents capital-related purchase obligations outstanding at June 30, 2013.	
 	 	
(3)	Represents estimated benefit payments for our Korean subsidiary severance plan.	
In addition to the obligations identified in the table above, other non-current liabilities recorded in our Consolidated Balance Sheets at June 30, 2013, include:
 	 	
•	$22.0 million of net foreign pension plan obligations for which the timing and actual amount of funding required is uncertain. We expect to contribute approximately $2.1 million to the defined benefit pension plans during the remainder of 2013.	

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•	$0.8 million net liability associated with unrecognized tax benefits. Due to the uncertainty regarding the amount and the timing of any future cash outflows associated with our unrecognized tax benefits, we are unable to reasonably estimate the amount and period of ultimate settlement, if any, with the various taxing authorities.	
Off-Balance Sheet Arrangements

As of June 30, 2013, we had no off-balance sheet guarantees or other off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of SEC Regulation S-K, other than our operating lease obligations described above in “Contractual Obligations.”

Contingencies, Indemnifications and Guarantees

We refer you to Note 16 to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for a discussion of our contingencies related to litigation and other legal matters. If an unfavorable ruling were to occur in these matters, there exists the possibility of a material adverse impact on our business, liquidity, results of operations, financial position and cash flows in the period in which the ruling occurs. The potential impact from legal proceedings on our business, liquidity, results of operations, financial position and cash flows could change in the future.

Critical Accounting Policies

Our critical accounting policies are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012. During the three months ended June 30, 2013, there have been no significant changes in our critical accounting policies as reported in our 2012 Annual Report on Form 10-K.

New Accounting Pronouncements

For information regarding recent accounting pronouncements, we refer you to Note 2 to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.

Cash Flows

Cash provided by operating activities was $200.9 million for the six months ended June 30, 2013, compared to cash provided by operating activities of $142.5 million for the six months ended June 30, 2012. We experienced negative free cash flow of $21.8 million for the six months ended June 30, 2013, primarily due to our capital purchases to support customer demand for packaging and test services related to mobile communications.

Net cash provided by (used in) operating, investing and financing activities for the six months ended June 30, 2013 and 2012, were as follows:

 	For the Six Months Ended
June 30,	
 	2013	 	2012	
 	(In thousands)	
Operating activities	$	200,850	
 	 	$	142,463	
 	
Investing activities	(258,142	)	 	(220,463	)	
Financing activities	277,852	
 	 	(4,396	)	

Operating activities:   Our cash flow provided by operating activities for the six months ended June 30, 2013, increased by $58.4 million compared to the six months ended June 30, 2012. Operating income for the six months ended June 30, 2013, adjusted for depreciation and amortization, other operating activities and non-cash items, increased by $47.8 million compared to the six months ended June 30, 2012. The increase is primarily attributable to increased gross profit and the related increase in operating income.

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Changes in assets and liabilities decreased operating cash flow by $36.7 million for the six months ended June 30, 2013, primarily as a result of an increase in accounts receivable. For the six months ended June 30, 2012, changes in assets and liabilities decreased operating cash flows by $47.3 million due to an increase in accounts receivable offset by an increase in accrued expenses primarily attributable to the accrual of $34.0 million for estimated royalties and interest relating to our pending patent license arbitration.

Investing activities:   Our cash flows used in investing activities for the six months ended June 30, 2013, increased by $37.7 million compared to the six months ended June 30, 2012. The increase in the six months ended June 30, 2013, was primarily due to a payment for an investment in J-Devices of $67.4 million offset by an increase in proceeds from the sale of property, plant and equipment relating to the sale of office space and land located in Chandler, Arizona in January 2013 for $22.8 million and a decrease in purchases of property, plant and equipment.

Financing activities:   Our cash flows provided by financing activities for the six months ended June 30, 2013, increased by $282.2 million compared to the six months ended June 30, 2012. The net cash provided by financing activities for the six months ended June 30, 2013 resulted from the issuance of the Additional 2022 Notes for $225.0 million and borrowings of $68.0 million in accordance with the loan agreements at our subsidiary in Korea.

The net cash used in financing activities for the six months ended June 30, 2012, primarily resulted from the repurchase of $35.7 million of common stock under our authorized stock repurchase program and foreign amortizing debt repayments partially offset by additional foreign borrowings.

We provide the following supplemental data to assist our investors and analysts in understanding our liquidity and capital resources. We define free cash flow as net cash provided by operating activities less purchases of property, plant and equipment. Free cash flow is not defined by U.S. GAAP. We believe free cash flow to be relevant and useful information to our investors because it provides them with additional information in assessing our liquidity, capital resources and financial operating results. Our management uses free cash flow in evaluating our liquidity, our ability to service debt and our ability to fund capital additions. However, free cash flow has certain limitations, including that it does not represent the residual cash flow available for discretionary expenditures since other, non-discretionary expenditures, such as mandatory debt service, are not deducted from the measure. The amount of mandatory versus discretionary expenditures can vary significantly between periods. This measure should be considered in addition to, and not as a substitute for, or superior to, other measures of liquidity or financial performance prepared in accordance with U.S. GAAP, such as net cash provided by operating activities. Furthermore, our definition of free cash flow may not be comparable to similarly titled measures reported by other companies.

 	For the Six Months Ended
June 30,	
 	2013	 	2012	
 	(In thousands)	
Net cash provided by operating activities	$	200,850	
 	 	$	142,463	
 	
Purchases of property, plant and equipment	(222,674	)	 	(232,682	)	
Free cash flow	$	(21,824	)	 	$	(90,219	)	

Item 3.        Quantitative and Qualitative Disclosures about Market Risk

Market Risk Sensitivity

We are 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. Our use of derivative instruments, including forward exchange contracts, has been historically insignificant; however, we continue to evaluate the use of hedging instruments to manage currency and other risks.

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Foreign Currency Risk

In order to reduce our exposure to foreign currency gains and losses, we generally use natural hedging techniques to reduce foreign currency rate risk.

The U.S. dollar is our reporting currency and the functional currency for the majority of our foreign subsidiaries including our largest subsidiaries in Korea and the Philippines and also our subsidiaries in China, Singapore and Taiwan. For our subsidiaries and J-Devices in Japan, the local currency is the functional currency.

We have foreign currency exchange rate risk associated with the remeasurement of monetary assets and liabilities on our Consolidated Balance Sheets that are denominated in currencies other than the functional currency. We performed a sensitivity analysis of our foreign currency exposure as of June 30, 2013, to assess the potential impact of fluctuations in exchange rates for all foreign denominated assets and liabilities. Assuming a 10% adverse movement for all currencies against the U.S. dollar as of June 30, 2013, our income before income taxes would have been approximately $11 million lower.

In addition, we have foreign currency exchange rate exposure on our results of operations. For the six months ended June 30, 2013, approximately 94% of our net sales were denominated in U.S. dollars. Our remaining net sales were principally denominated in Japanese yen and Korean won for local country sales. For the six months ended June 30, 2013, approximately 62% of our cost of sales and operating expenses were denominated in U.S. dollars and were largely for raw materials and factory supplies. The remaining portion of our cost of sales and operating expenses was principally denominated in the Asian currency where our production facilities are located and largely consisted of labor and utilities. To the extent that the U.S. dollar weakens against these Asian-based currencies, similar foreign currency denominated transactions in the future will result in higher sales and higher operating expenses, with operating expenses having the greater impact on our financial results. Similarly, our sales and operating expenses will decrease if the U.S. dollar strengthens against these foreign currencies. We performed a sensitivity analysis of our foreign currency exposure as of June 30, 2013, to assess the potential impact of fluctuations in exchange rates for all foreign denominated sales and expenses. Assuming a 10% adverse movement from the six months ended June 30, 2013, exchange rates of the U.S. dollar compared to all of these Asian-based currencies as of June 30, 2013, our operating income would have been approximately $44 million lower.

There are inherent limitations in the sensitivity analysis presented, primarily due to the assumption that foreign exchange rate movements across multiple jurisdictions are similar and would be linear and instantaneous. As a result, the analysis is unable to reflect the potential effects of more complex market or other changes that could arise which may positively or negatively affect our results of operations.

We have foreign currency exchange rate exposure on our stockholders' equity as a result of the translation of our subsidiaries and J-Devices in Japan where the local currency is the functional currency. To the extent the U.S. dollar strengthens against the local currency, the translation of these foreign currency denominated balances will result in reduced sales, operating expenses, assets and liabilities. Similarly, our sales, operating expenses, assets and liabilities will increase if the U.S. dollar weakens against the local currencies. The effect of foreign exchange rate translation on our Consolidated Balance Sheets for the six months ended June 30, 2013 and 2012, was a net foreign translation loss of $7.2 million and $1.1 million, respectively, and was recognized as an adjustment to equity through other comprehensive (loss) income.

During the six months ended June 30, 2013, we entered into foreign currency forward contracts to serve as an economic hedge for the payments related to the agreement to purchase land in Korea (See Note 8 and Note 15). We performed a sensitivity analysis of our foreign currency forward contracts to assess the potential impact of fluctuations in exchange rates. Assuming a 10% adverse movement in the exchange rates as of June 30, 2013, our income before income taxes would have been approximately $5 million lower.

Interest Rate Risk

We have interest rate risk with respect to our long-term debt. As of June 30, 2013, we had a total of $1,644.4 million of debt of which 80.7% was fixed rate debt and 19.3% was variable rate debt. The fixed rate debt consists of senior notes and senior subordinated notes. Our variable rate debt principally relates to our foreign borrowings and revolving lines of credit and any amounts outstanding under our $150.0 million senior secured revolving credit facility, of which no amounts were drawn

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as of June 30, 2013. As of December 31, 2012, we had a total of $1,545.0 million of debt of which 83.8% was fixed rate debt and 16.2% was variable rate debt. Changes in interest rates have different impacts on the 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 debt instrument but has no impact on interest expense 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 generally impact the fair value of the instrument. The fair value of the senior subordinated notes is also impacted by changes in 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 June 30, 2013:

 	2013 -
Remaining	 	2014	 	2015	 	2016	 	2017	 	Thereafter	 	Total	 	Fair Value	
Long term debt:	 	

 	 	 	

 	 	 	

Fixed rate debt (In thousands)	$	—	
 	 	$	56,350	
 	 	$	—	
 	 	$	—	
 	 	$	—	
 	 	$	1,270,000	
 	 	$	1,326,350	
 	 	$	1,355,385	
 	
Average interest rate	—	%	 	6.0	%	 	—	%	 	—	%	 	—	%	 	6.7	%	 	6.7	%	 	 	
Variable rate debt (In thousands)	$	—	
 	 	$	5,000	
 	 	$	105,000	
 	 	$	10,000	
 	 	$	150,000	
 	 	$	48,000	
 	 	$	318,000	
 	 	$	302,349	
 	
Average interest rate	—	%	 	3.9	%	 	4.3	%	 	4.1	%	 	4.2	%	 	4.0	%	 	4.2	%	 	 	

For information regarding the fair value of our long-term debt, see Note 15 to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.

Equity Price Risk

We have convertible notes that are convertible into our common stock. If investors were to decide to convert their notes to common stock, our future earnings would benefit from a reduction in interest expense and our common stock outstanding would be increased. If we paid a premium to induce such conversion, our earnings could include an additional charge.

Further, 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. Such fluctuations could impact our decision or ability to utilize the equity markets as a potential source of our funding needs in the future.

Item 4.        Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure, based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended. In designing and evaluating the disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2013 and concluded those disclosure controls and procedures were effective as of that date.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As previously reported, we continue to implement an enterprise resource planning system over a multi-year program on a company-wide basis. In addition, we are also implementing a new shop floor system in certain of our factories.

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PART II. OTHER INFORMATION

Item 1.        Legal Proceedings

Information about legal proceedings is set forth in Note 16 to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report.

Item 1A.     Risk Factors

The factors discussed below are cautionary statements that identify important factors and risks that could cause actual results to differ materially from those anticipated by the forward-looking statements contained in this report. For more information regarding the forward-looking statements contained in this report, see the introductory paragraph to Part I, Item 2 of this Quarterly Report. You should carefully consider the risks and uncertainties described below, together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing Amkor. Additional risks and uncertainties not presently known to us may also impair our business operations. The occurrence of any of the following risks could affect our business, liquidity, results of operations, financial condition or cash flows.

Dependence on the Highly Cyclical Semiconductor and Electronic Products Industries - We Operate in Volatile Industries and Industry Downturns and Declines in Global Economic and Financial Conditions Could Harm Our Performance.

Our business is impacted by market conditions in the semiconductor industry, which is cyclical by nature and impacted by broad economic factors, such as world-wide gross domestic product and consumer spending. The semiconductor industry has experienced significant and sometimes prolonged downturns in the past. For example, the financial crisis and global recession in 2008 and 2009 resulted in a downturn in the semiconductor industry that adversely affected our business and results of operations during those periods. Although the world economy recovered somewhat in 2010, economic growth slowed in 2011 and 2012 in the U.S. and internationally. In view of this slow growth and the current economic uncertainty worldwide, consumer demand in the U.S. and globally may be adversely impacted which may harm the semiconductor industry and our business.

Since our business is, and will continue to be, dependent on the requirements of semiconductor companies for outsourced packaging and test services, any downturn in the semiconductor industry or any other industry that uses a significant number of semiconductor devices, such as consumer electronic products, telecommunication devices or computing devices, could have a material adverse effect on our business and operating results. It is difficult to predict the timing, strength or duration of any economic slowdown or subsequent economic recovery, which, in turn, makes it more challenging for us to forecast our operating results, make business decisions and identify risks that may affect our business, sources and uses of cash, financial condition and results of operations. Additionally, if industry conditions deteriorate, we could suffer significant losses, as we have in the past, which could materially impact our business, liquidity, results of operations, financial condition and cash flows.

Fluctuations in Operating Results and Cash Flows - Our Operating Results and Cash Flows Have Varied and May Vary Significantly as a Result of Factors That We Cannot Control.

Many factors, including the impact of adverse economic conditions, could have a material adverse effect on our net sales, gross profit, operating results and cash flows, or lead to significant variability of quarterly or annual operating results. Our profitability and ability to generate cash from operations is principally dependent upon demand for semiconductors, the utilization of our capacity, semiconductor package mix, the average selling price of our services, our ability to manage our capital expenditures in response to market conditions and our ability to control our costs including labor, material, overhead and financing costs. The downturn in demand for semiconductors in late 2008 and in 2009 resulted in significant declines in our operating results and cash flows as capacity utilization declined. Although the world economy recovered somewhat in 2010, the recent slow rate of economic growth in the U.S. and elsewhere and economic uncertainty worldwide, or the negative impact on economic growth resulting from the action or inaction of the U.S. government relating to federal income tax increases, the federal debt ceiling, the federal deficit and government spending restrictions, could adversely affect consumer demand in the U.S. and globally, which may negatively impact our operating results.

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Our net sales, gross profit, operating income and cash flows have historically fluctuated significantly from quarter to quarter as a result of many of the following factors, over which we have little or no control and which we expect to continue to impact our business:
 	 	
•	fluctuation in demand for semiconductors and conditions in the semiconductor industry, such as inventory corrections by our customers impacting demand in key market segments;	
 	 	
•	changes in our capacity utilization rates;	
 	 	
•	changes in average selling prices;	
 	 	
•	changes in the mix of semiconductor packages;	
 	 	
•	evolving packaging and test technology;	
 	 	
•	absence of backlog and the short-term nature of our customers’ commitments and the impact of these factors on the timing and volume of orders relative to our production capacity;	
 	 	
•	changes in costs, availability and delivery times of raw materials and components;	
 	 	
•	changes in labor costs to perform our services;	
 	 	
•	wage and commodity price inflation, including precious metals;	
 	 	
•	the timing of expenditures in anticipation of future orders;	
 	 	
•	changes in effective tax rates;	
 	 	
•	the availability and cost of financing;	
 	 	
•	intellectual property transactions and disputes;	
 	 	
•	high leverage and restrictive covenants;	
 	 	
•	warranty and product liability claims and the impact of quality excursions and customer disputes and returns;	
 	 	
•	costs associated with litigation judgments, indemnification claims and settlements;	
 	 	
•	international events, political instability, civil disturbances or environmental or natural events, such as earthquakes, that impact our operations;	
 	 	
•	pandemic illnesses that may impact our labor force and our ability to travel;	
 	 	
•	difficulties integrating acquisitions and the failure of our joint ventures to operate in accordance with business plans;	
 	 	
•	our ability to attract and retain qualified employees to support our global operations;	
 	 	
•	loss of key personnel or the shortage of available skilled workers;	
 	 	
•	fluctuations in foreign exchange rates and the cost of materials used in our packaging services such as gold and copper;	
 	 	
•	delay, rescheduling and cancellation of large orders;	
 	 	
•	fluctuations in our manufacturing yields and	
 	 	
•	dependence on key customers or concentration of customers in certain market segments, such as mobile communications.	

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It is often difficult to predict the impact of these factors upon our results for a particular period. The downturn in the global economy and the semiconductor industry increased the risks associated with the foregoing factors as customer forecasts became more volatile, and there was less visibility regarding future demand and significantly increased uncertainty regarding the economy, credit markets and consumer demand. Although the world economy recovered somewhat in 2010, the recent slow rate of economic growth in the U.S. and elsewhere and economic uncertainty worldwide could continue to cause volatility in customer forecasts and reduce our visibility regarding future demand in the semiconductor industry. These factors may have a material and adverse effect on our business, liquidity, results of operations, financial condition and cash flows or lead to significant variability of quarterly or annual operating results. In addition, these factors may adversely affect our credit ratings which could make it more difficult and expensive for us to raise capital and could adversely affect the price of our securities.

High Fixed Costs - Due to Our High Percentage of Fixed Costs, We Will Be Unable to Maintain Our Gross Margin at Past Levels if We Are Unable to Achieve Relatively High Capacity Utilization Rates.

Our operations are characterized by relatively high fixed costs. Our profitability depends in part not only on pricing levels for our packaging and test services, but also on the efficient utilization of our human resources and packaging and test equipment. In particular, increases or decreases in our capacity utilization can significantly affect gross margins since the unit cost of packaging and test services generally decreases as fixed costs are allocated over a larger number of units. In periods of low demand, we experience relatively low capacity utilization in our operations, which leads to reduced margins during that period. For example, we experienced lower than optimum utilization in late 2008 and in 2009 due to a decline in world-wide demand for our packaging and test services which impacted our gross margin. Transitions between different packaging technologies, such as the transition from gold wirebond to flip chip and copper wirebond packages, can also impact our capacity utilization if we do not efficiently redeploy our equipment assets. For example, in 2011 the migration of some customer demand from wirebond to flip chip packages resulted in under-utilized wirebond assets which negatively impacted our capacity utilization and gross margin. Although our capacity utilization at times has been strong, we cannot assure you that we will be able to achieve consistently high capacity utilization, and if we fail to do so, our gross margins may decrease. If our gross margins decrease, our business, liquidity, results of operations, financial condition and cash flows could be materially adversely affected.

In addition, our fixed operating costs have increased in recent years in part as a result of our efforts to expand our capacity through significant capital additions. Forecasted customer demand for which we have made capital investments may not materialize, especially if industry conditions deteriorate. As a result, our sales may not adequately cover our substantial fixed costs resulting in reduced profit levels or causing significant losses, both of which may adversely impact our business, liquidity, results of operations, financial condition and cash flows.

Guidance - Our Failure to Meet Our Guidance or Analyst Projections Could Adversely Impact the Trading Prices of Our Securities.

We periodically provide guidance to investors with respect to certain financial information for future periods. Securities analysts also periodically publish their own projections with respect to our future operating results. As discussed above under “Fluctuations in Operating Results and Cash Flows - Our Operating Results and Cash Flows Have Varied and May Vary Significantly as a Result of Factors That We Cannot Control,” our operating results and cash flows vary significantly and are difficult to accurately predict. Volatility in customer forecasts and reduced visibility caused by economic uncertainty and fluctuations in global consumer demand make it particularly difficult to predict future results. To the extent we fail to meet or exceed our own guidance or the analyst projections for any reason, the trading prices of our securities may be adversely impacted. Moreover, even if we do meet or exceed that guidance or those projections, if analysts and investors do not react favorably, or if analysts were to discontinue providing coverage of our company, the trading prices of our securities may be adversely impacted.

Declining Average Selling Prices - The Semiconductor Industry Places Downward Pressure on the Prices of Our Packaging and Test Services.

Prices for packaging and test services have generally declined over time. Historically, we have been able to partially offset the effect of price declines by successfully developing and marketing new packages with higher margins, by negotiating lower prices with our material vendors, recovering material cost increases from our customers and by driving engineering

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and technological changes in our packaging and test processes, which resulted in reduced manufacturing costs. We expect downward pressure on average selling prices for our packaging and test services to continue in the future. If we are unable to offset a decline in average selling prices by developing and marketing new packages with higher prices, reducing our purchasing costs, recovering more of our material cost increases from our customers and reducing our manufacturing costs, our business, liquidity, results of operations, financial condition and cash flows could be materially adversely affected.

Decisions by Our Integrated Device Manufacturer Customers to Curtail Outsourcing May Adversely Affect Our Business.

Historically, we have been dependent on the trend in outsourcing of packaging and test services by integrated device manufacturers ("IDM"). Our IDM customers continually evaluate the need for outsourced services against their own in-house packaging and test services. As a result, at any time and for a variety of reasons, IDMs may decide to shift some or all of their outsourced packaging and test services to internally sourced capacity.

The reasons IDMs may shift their internal capacity include:
 	 	
•	their desire to realize higher utilization of their existing packaging and test capacity, especially during downturns in the semiconductor industry;	
 	 	
•	their unwillingness to disclose proprietary technology;	
 	 	
•	their possession of more advanced packaging and test technologies and	
 	 	
•	the guaranteed availability of their own packaging and test capacity.	
In addition, to the extent we limit capacity commitments for certain customers, these customers may increase their level of in-house packaging and test capabilities, which could make it more difficult for us to regain their business when we have available capacity.

In a downturn in the semiconductor industry, IDMs could respond by shifting some or all outsourced packaging and test services to internally serviced capacity on a short term basis. Also, the IDMs could curtail or reverse the trend of outsourcing packaging and test services. If we experience a significant loss of IDM business, it could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows, especially during a prolonged industry downturn.

Our Substantial Indebtedness Could Adversely Affect Our Financial Condition and Prevent Us from Fulfilling Our Obligations.

We have a significant amount of indebtedness. As of June 30, 2013, our total debt balance was $1,651.0 million, of which $56.4 million was classified as a current liability. As of June 30, 2013, we had availability of $149.7 million under our $150.0 million first lien senior secured revolving credit facility. Additionally, our foreign subsidiaries had $75.0 million available to be drawn under revolving credit facilities for general corporate purposes, general working capital purposes and capital expenditures and $332.0 million available to be borrowed under term loans maturing between June 2016 and December 2019 for general working capital purposes, capital expenditures and the repayment of inter-company debt. Despite current debt levels, the terms of the agreements governing our indebtedness allow us and our subsidiaries to incur more debt, subject to certain limitations. We may consider investments in joint ventures, acquisitions or increased capital additions, which may increase our indebtedness. If new debt is added to our consolidated debt level, the related risks that we face could intensify.

Our substantial indebtedness could:
 	 	
•	make it more difficult for us to satisfy our obligations with respect to our indebtedness, including our obligations under our indentures to purchase notes tendered as a result of a change in control of Amkor;	
 	 	
•	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 business opportunities;	

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•	require us to dedicate a substantial portion of our cash flow from operations to service payments on our debt;	
 	 	
•	increase the volatility of the price of our common stock;	
 	 	
•	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.	
We May Have Difficulty Funding Liquidity Needs.

We assess our liquidity based on our current expectations regarding sales, operating expenses, capital spending and debt service requirements. Our liquidity is affected by, among other things, the performance of our business, our capital expenditure levels and our ability to repay debt out of our operating cash flows or with the proceeds of debt or equity financings.

We operate in a capital intensive industry. Servicing our current and future customers requires that we incur significant operating expenses and continue to make significant capital expenditures, which are generally made in advance of the related revenues and without any firm customer commitments. During the six months ended June 30, 2013, we had capital additions of $283.1 million. In 2013, we expect to make capital additions of approximately $450 million and are also planning an additional $140 million of spending for the acquisition of land and preparation for construction related to our previously announced new factory and research and development center in Korea. Ultimately the actual amount of our capital additions for 2013 and thereafter may vary materially and will depend on several factors. These factors include, among others, the amount, timing and implementation of our capital projects, including those under review and not yet planned, the performance of our business, economic and market conditions, the cash needs and investment opportunities for the business, the need for additional capacity and facilities and the availability of cash flows from operations or financing.

In addition, we have a significant level of debt, with $1,644.4 million outstanding, excluding an unamortized premium at June 30, 2013, $56.4 million of which is current. The terms of such debt require significant scheduled principal payments in the coming years, including none due in 2013, $61.4 million due in 2014, $105.0 million due in 2015, $10.0 million due in 2016, $150.0 million due in 2017 and $1,318.0 million due thereafter. The interest payments required on our debt are also substantial. For example, in 2012, we paid $86.1 million of interest. The sources funding our operations, including making capital expenditures and servicing principal and interest obligations with respect to our debt, are cash flows from our operations, existing cash and cash equivalents, borrowings under available debt facilities or proceeds from any additional debt or equity financing. As of June 30, 2013, we had cash and cash equivalents of $636.0 million and availability of $149.7 million under our $150.0 million senior secured revolving credit facility which matures in June 2017. Our foreign subsidiaries had $75.0 million available to be drawn under revolving credit facilities for general corporate purposes, general working capital purposes and capital expenditures and $332.0 million available to be borrowed in accordance with the loan agreements at our subsidiary in Korea, maturing between June 2016 and December 2019 for general working capital purposes, capital expenditures and the repayment of inter-company debt.

The health of the worldwide banking system and financial markets affects the liquidity in the global economic environment. Volatility in fixed income, credit and equity markets could make it difficult for us to maintain our existing credit facilities or refinance our debt.

In addition, there is a risk that we could fail to generate the necessary net income or operating cash flows to meet the funding needs of our business due to a variety of factors, including the cyclical nature of the semiconductor industry and the other factors discussed in this “Risk Factors” section. If we fail to generate the necessary cash flows or we are unable to access the capital markets when needed, our liquidity may be adversely impacted.

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Our Ability To Draw On Our Current Loan Facilities May Be Adversely Affected by Conditions in the U.S. and International Capital Markets.

If financial institutions that have extended credit commitments to us are adversely affected by the conditions of the U.S. and international capital and credit markets, they may be unable to fund borrowings under their credit commitments to us. For example, we have a $150.0 million senior secured revolving credit facility with three banks in the U.S., in addition to availability under facilities with banks in other countries. If any of these banks are adversely affected by capital and credit market conditions and are unable to make loans to us when requested, there could be a corresponding adverse impact on our financial condition and our ability to borrow additional funds, if needed, for working capital, capital expenditures, acquisitions, research and development and other corporate purposes.

Restrictive Covenants in the Indentures and Agreements Governing Our Current and Future Indebtedness Could Restrict Our Operating Flexibility.

The indentures and agreements governing our existing debt, and debt we may incur in the future, contain, or may contain, affirmative and negative covenants that materially limit our ability to take certain actions, including our ability to incur debt, pay dividends and repurchase stock, make certain investments and other payments, enter into certain mergers and consolidations, engage in sale leaseback transactions and encumber and dispose of assets. In addition, our future debt agreements may contain financial covenants and ratios.

The breach of any of these covenants by us or the failure by us to meet any of the financial ratios or conditions could result in a default under any or all of such indebtedness. If a default occurs under any such indebtedness, all of the outstanding obligations thereunder could become immediately due and payable, which could result in a default under our other outstanding debt and could lead to an acceleration of obligations related to other outstanding debt. The existence of such a default or event of default could also preclude us from borrowing funds under our revolving credit facilities. Our ability to comply with the provisions of the indentures, credit facilities and other agreements governing our outstanding debt and indebtedness we may incur in the future can be affected by events beyond our control and a default under any debt instrument, if not cured or waived, could have a material adverse effect on us.

We Have Significant Severance Plan Obligations Associated With Our Manufacturing Operations in Korea Which Could Reduce Our Cash Flow and Negatively Impact Our Financial Condition.

We sponsor an accrued severance plan for our Korean subsidiary, under which we have an accrued liability of $124.6 million as of June 30, 2013. Existing tax laws in Korea limit our ability to deduct severance expenses associated with the current plan. These limitations are designed to encourage companies to migrate to a defined contribution or defined benefit plan. If we adopt a new plan, we may fund a significant portion of the existing liability, which could have a material adverse effect on our liquidity, financial condition and cash flows. If we do not adopt a new plan, our ability to deduct accrued severance will continue to be limited, and as a result we will have to pay higher taxes, which could adversely affect our liquidity, financial condition and cash flows.

Under the existing Korean plan, to the extent eligible employees are terminated, our Korean subsidiary would be required to make lump-sum severance payments on behalf of these eligible employees based on their length of service, seniority and rate of pay at the time of termination. Since our severance plan obligation is significant, in the event of a significant layoff or other reduction in our labor force in Korea, payments under the plan could have a material adverse effect on our liquidity, financial condition and cash flows. See Note 13 to our Consolidated Financial Statements in Part I, Item 1 to this Quarterly Report on Form 10-Q.

If We Fail to Maintain an Effective System of Internal Controls, We May Not be Able to Accurately Report Financial Results or Prevent Fraud.

Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. Any inability to provide reliable financial reports or prevent fraud could harm our business. We must annually evaluate our internal procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires management and our independent registered public accounting firm to assess the effectiveness of internal control over financial reporting.

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As previously reported, we are implementing a new enterprise resource planning (“ERP”) system in a multi-year program on a world-wide basis. We have recently implemented several significant ERP modules and expect to implement additional ERP modules in the future. The implementation of the ERP system represents a change in our internal control over financial reporting. Although we continue to monitor and assess our internal controls in the new ERP system environment as changes are made and new modules are implemented, and have taken additional steps to modify and enhance the design and effectiveness of our internal control over financial reporting, there is a risk that deficiencies may occur that could constitute significant deficiencies or in the aggregate a material weakness.

If we fail to remedy any deficiencies or maintain the adequacy of our internal controls, we could be subject to regulatory scrutiny, civil or criminal penalties or shareholder litigation. In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our operating results or financial condition.

We Face Warranty Claims, Product Return and Liability Risks, the Risk of Economic Damage Claims and the Risk of Negative Publicity if Our Packages Fail .

Our packages are incorporated into a number of end products, and our business is exposed to warranty claims, product return and liability risks, the risk of economic damage claims and the risk of negative publicity if our packages fail.

We receive warranty claims from our customers which occur from time to time in the ordinary course of our business. If we were to experience an unusually high incidence of warranty claims, we could incur significant costs and our business could be adversely affected. In addition, we are exposed to the product and economic liability risks and the risk of negative publicity affecting our customers. Our sales may decline if any of our customers are sued on a product liability claim. We also may suffer a decline in sales from the negative publicity associated with such a lawsuit or with adverse public perceptions in general regarding our customers' products. Further, if our packages are delivered with impurities or defects, we could incur additional development, repair or replacement costs or suffer other economic losses, and our credibility and the market's acceptance of our packages could be harmed.

Absence of Backlog - The Lack of Contractually Committed Customer Demand May Adversely Affect Our Sales.

Our packaging and test business does not typically operate with any material backlog. Our quarterly net sales from packaging and test services are substantially dependent upon our customers' demand in that quarter. None of our customers have 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 any material amount. In addition, our customers often reduce, cancel or delay their purchases of packaging and test services for a variety of reasons including industry-wide, customer-specific and Amkor-specific reasons. Since a large portion of our costs is fixed and our expense levels are based in part on our expectations of future revenues, we may not be able to adjust costs in a timely manner to compensate for any sales shortfall. If we are unable to adjust costs in a timely manner, our margins, operating results, financial condition and cash flows would be adversely affected.

Risks Associated With International Operations - We Depend on Our Factories and Operations in China, Japan, Korea, the Philippines and Taiwan. Many of Our Customers' and Vendors' Operations Are Also Located Outside of the U.S.

We provide packaging and test services through our factories and other operations located in China, Japan, Korea, the Philippines and Taiwan. Substantially all of our property, plant and equipment is located outside of the United States. Moreover, many of our customers' and vendors' operations are located outside the U.S.  The following are some of the risks we face in doing business internationally:
 	 	
•	changes in consumer demand resulting from deteriorating conditions in local economies;	
 	 	
•	regulations imposed by foreign governments, including limitations or taxes imposed on the payment of dividends and other payments by non-U.S. subsidiaries;	
 	 	
•	fluctuations in currency exchange rates;	
 	 	
•	political, military, civil unrest and terrorist risks, particularly an increase in tensions between North Korea and South Korea;	

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•	disruptions or delays in shipments caused by customs brokers or government agencies;	
 	 	
•	changes in regulatory requirements, tariffs, customs, duties and other restrictive trade barriers or policies;	
 	 	
•	difficulties in staffing, retention and employee turnover and managing foreign operations, including foreign labor disruptions;	
 	 	
•	difficulty in enforcing contractual rights and protecting our intellectual property rights and	
 	 	
•	potentially adverse tax consequences resulting from changes in tax laws in the foreign jurisdictions in which we operate.	
Changes in the U.S. Tax Law Regarding Earnings of Our Subsidiaries Located Outside the U.S. Could Materially Affect Our Future Results.

There have been proposals to change U.S. tax laws that would significantly impact how U.S. corporations are taxed on foreign earnings. We earn a substantial portion of our income in foreign countries. Although we cannot predict whether or in what form any of these proposals might be enacted into law, if adopted they could have a material adverse impact on our liquidity, results of operations, financial condition and cash flows.

We Face Risks in Connection with the Continuing Development and Implementation of Changes to, and Maintenance and Security of, Our Management Information Systems.

We depend on our management information systems for many aspects of our business. Some of our key software has been developed by our own programmers, and this software may not be easily integrated with other software and systems. Our systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading, replacing or maintaining software, databases or components thereof, power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, malfeasance or catastrophic events. In addition, security breaches could result in unauthorized disclosure of confidential information. We have made and continue to make significant investments to implement and evolve our management information systems. In addition, we are implementing a new shop floor system in certain of our factories. We face risks in connection with current and future projects to install new management information systems or upgrade our existing systems. These risks include:
 	 	
•	we may face delays in the design and implementation of the system;	
 	 	
•	the cost of the system may exceed our plans and expectations and	
 	 	
•	disruptions resulting from the implementation of the system may impact our ability to process transactions and delay shipments to customers, impact our results of operations or financial condition or harm our control environment.	
Our business could be materially and adversely affected if our management information systems are disrupted or if we are unable to successfully install new systems or improve, upgrade, integrate or expand upon our existing systems.

We Face Risks Trying to Attract and Retain Qualified Employees to Support Our Operations.

Our success depends to a significant extent upon the continued service of our key senior management, sales and technical personnel, any of whom may be difficult to replace. 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, including senior management, as a result of competition or for any other reason. We do not have employment agreements with our key employees, including senior management or other contracts that would prevent our key employees from working for our competitors in the event they cease working for us. We cannot assure you that we will be successful in our efforts to retain key employees or 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.

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Difficulties Consolidating and Integrating Our Operations - We Face Challenges as We Integrate Diverse Operations.

We have experienced, and expect to continue to experience, change in the scope and complexity of our operations resulting primarily from existing and future facility consolidations, strategic acquisitions, joint ventures and other partnering arrangements. Some of the risks from these activities include those associated with the following:
 	 	
•	increasing the scope, geographic diversity and complexity of our operations;	
 	 	
•	conforming an acquired company's standards, practices, systems and controls with our operations;	
 	 	
•	increasing complexity from combining recent acquisitions of an acquired business;	
 	 	
•	unexpected losses of key employees or customers of an acquired business; other difficulties in the assimilation of acquired operations, technologies or products and	
 	 	
•	diversion of management and other resources from other parts of our operations and adverse effects on existing business relationships with customers.	
In connection with these activities, we may;
 	 	
•	use a significant portion of our available cash;	
 	 	
•	issue equity securities, which may dilute the ownership of current stockholders;	
 	 	
•	incur substantial debt;	
 	 	
•	incur or assume known or unknown contingent liabilities and	
 	 	
•	incur large, immediate accounting write offs and face antitrust or other regulatory inquiries or actions.	
For example, the businesses we have acquired had, at the time of acquisition, multiple systems for managing their own production, sales, inventory and other operations. Migrating these businesses to our systems typically is a slow, expensive process requiring us to divert significant resources from other parts of our operations. We may continue to face these challenges in the future. For example, on July 31, 2013, we completed the purchase of 100% of the shares of Toshiba Electronics Malaysia Sdn. Bhd. ("TEM") and we have exercised our option to increase our ownership interest in J-Devices from 30% to 60%, which we completed in April 2013, and we have additional options to increase our ownership over time to as much as 80%. As a result we anticipate that we will need to integrate the TEM and J-Devices operations with our existing operations. In addition, J-Devices will need to integrate with its operations the acquisitions it has recently completed. Furthermore, the governance provisions applicable to J-Devices restrict our ability to cause J-Devices to take certain actions without the consent of the other investors. As a result of the risks discussed above, the anticipated benefits of the increase in our investment in J-Devices or other future acquisitions, consolidations and partnering arrangements may not be fully realized, if at all, and these activities could have a material adverse effect on our business, financial condition and results of operations.

Dependence on Materials and Equipment Suppliers - Our Business May Suffer If the Cost, Quality 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, laminate substrates and gold wire, from a limited group of suppliers. A disruption to the operations of one or more of our suppliers could have a negative impact on our business. For example, the severe earthquake and tsunami in Japan in 2011 had a significant adverse effect on the electronic industry supply chain impacting the supply of specialty chemicals, substrates, silicon wafers, equipment and other supplies to the electronics industry. In addition, we purchase the majority of our materials on a purchase order basis. Our business may be harmed if we cannot obtain materials and other supplies from our vendors in a timely manner, in sufficient quantities, at acceptable quality or at competitive prices. Some of our customers are also dependent on a limited number of suppliers for certain materials and silicon wafers. Shortages or disruptions in our customers' supply channels could have a material adverse effect on our business, financial condition, results of operations and cash flows. For example,

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the shortage in the supply of 28 nanometer wafers to some of our customers in 2012 delayed or otherwise adversely impacted the demand for certain of our advanced packaging and test services.

The Dodd-Frank Wall Street Reform and Consumer Protection Act imposes new requirements regarding the supply of minerals originating from the conflict zones of the Democratic Republic of Congo and adjoining countries. Industry associations and some of our customers are also implementing initiatives to improve transparency and accountability concerning the supply of these materials and, in some cases, requiring us to certify that the covered materials we use in our packages do not come from the conflict areas. We may incur additional costs associated with complying with the new requirements and customer initiatives. These new requirements and customer initiatives could affect the sourcing and availability of metals used in the manufacture of semiconductor devices, and we cannot assure you that we will be able to obtain conflict-free materials in sufficient quantities and at competitive prices or that we will be able to verify the origin of all of the metals we use in our manufacturing process. If we are unable to certify that the metals we use in our packages are conflict-free, it could adversely affect our business as some customers may move their business to other suppliers. Our reputation could also be adversely affected.

We purchase new packaging and test equipment to maintain and expand our operations. From time to time, increased demand for new equipment may cause lead times to extend beyond those normally required by equipment vendors. For example, in the past, increased demand for equipment caused some equipment suppliers to only partially satisfy our equipment orders in the normal time frame or to increase prices during market upturns for the semiconductor industry. The unavailability of equipment or failures to deliver equipment on a timely basis could delay or impair our ability to meet customer orders. If we are unable to meet customer orders, we could lose potential and existing customers. Generally, we acquire our equipment on a purchase order basis and do not enter into long-term equipment agreements. As a result, we could experience adverse changes in pricing, currency risk and potential shortages in equipment in a strong market, which could have a material adverse effect on our results of operations.

We are a large buyer of gold and other commodity materials including substrates and copper. The prices of gold and other commodities used in our business fluctuate. Historically, we have been able to partially offset the effect of commodity price increases through price adjustments to some customers and changes in our product designs that reduce the material content and cost, such as the use of shorter, thinner, gold wire and migration to copper wire. However, we typically do not have long-term contracts that permit us to impose price adjustments, and market conditions may limit our ability to do so. Significant price increases may adversely impact our gross margin in future periods to the extent we are unable to pass along past or future commodity price increases to our customers.

Loss of Customers - The Loss of Certain Customers or Reduced Orders from Existing Customers May Have a Significant Adverse Effect on Our Operations and Financial Results.

The loss of a significant customer, a reduction in orders from a significant customer or disruption in any of our significant strategic partnerships or other commercial arrangements may result in a decline in our sales and profitability. Although we have approximately 200 customers, we have derived and expect to continue to derive a large portion of our revenues from a small group of customers during any particular period due in part to the concentration of market share in the semiconductor industry. Our ten largest customers together accounted for approximately 62.9%, 62.2% and 61.0% of our net sales in the six months ended June 30, 2013, and the years ended December 31, 2012 and 2011, respectively. One customer accounted for more than 10% of our consolidated net sales during the six months ended June 30, 2013. One customer accounted for more than 10% of our consolidated net sales in 2012, and two customers each accounted for more than 10% of our consolidated net sales in 2011.

The demand for our services from each customer is directly dependent upon that customer's level of business activity, the quality and price of our services, our cycle time and delivery performance, the customer's qualification of additional competitors on products we package or test and a number of other factors. Each of these factors could vary significantly from year to year resulting in the loss or reduction of customer orders. Our business is likely to remain subject to this variability in order levels, and we cannot assure you that our key customers or any other customers will continue to place orders with us in the future at the same levels as in past periods.

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The loss of one or more of our significant customers, or reduced orders by any one of them, and our inability to replace these customers or make up for such orders could reduce our sales and profitability. During the six months ended June 30, 2013, one customer accounted for 25.3% of our consolidated net sales, representing approximately 23.6% of our packaging net sales and 35.9% of our test net sales. If we were to lose our largest customer, or if it significantly reduced its level of business with us, the loss could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows.

Capital Additions - We Make Substantial Investments in Equipment and Facilities To Support the Demand Of Our Customers, Which May Adversely Affect Our Business If the Demand Of Our Customers Does Not Develop As We Expect or Is Adversely Affected.

We make significant investments in equipment and facilities in order to service the demand of our customers. For example, we expect that our 2013 capital additions will be approximately $450 million, in addition to $140 million of spending for the acquisition of land and preparation for construction relating to our new factory and research and development center in Korea. The amount of our capital additions depends on several factors, including the performance of our business, our assessment of future industry and customer demand, our capacity utilization levels and availability, our liquidity position and the availability of financing. Our ongoing capital addition requirements may strain our cash and short-term asset balances, and, in periods when we are expanding our capital base, we expect that depreciation expense and factory operating expenses associated with our capital additions to increase production capacity will put downward pressure on our gross margin, at least over the near term. From time to time, we also make significant capital additions based on specific business opportunities with one or a few key customers, and the additional equipment purchased may not be readily usable to support other customers. If demand is insufficient to fill our capacity, or we are unable to efficiently redeploy such equipment, our capacity utilization and gross margin could be negatively impacted. Our capital additions may increase as we transition to new packaging and test technologies because, among other things, new equipment used for these technologies is generally more expensive and often our existing equipment cannot be redeployed in whole or part for these technologies.

Furthermore, if we cannot generate or raise additional funds to pay for capital additions, particularly in some of the advanced packaging and bumping areas, as well as research and development activities, our growth and future profitability may be adversely affected. Our ability to obtain external financing in the future is subject to a variety of uncertainties, including:
 	 	
•	our future financial condition, results of operations and cash flows;	
 	 	
•	general market conditions for financing;	
 	 	
•	volatility in fixed income, credit and equity markets and	
 	 	
•	economic, political and other global conditions.	
The lead time needed to order, install and put into service various capital additions is often significant, and, as a result, we often need to commit to capital additions in advance of our receipt of firm orders or advance deposits based on our view of anticipated future demand with only very limited visibility. Although we seek to limit our exposure in this regard, in the past we have from time to time expended significant capital for additional equipment or facilities for which the anticipated demand did not materialize for a variety of reasons, many of which were outside of our control. To the extent this occurs in the future, our business, liquidity, results of operations, financial condition and cash flows could be materially adversely affected.

In addition, during periods where customer demand exceeds our capacity, customers may transfer some or all of their business to other suppliers who are able to support their needs. To the extent this occurs, our business, liquidity, results of operations, financial condition and cash flows could be materially adversely affected.

Impairment Charges - Any Impairment Charges Required Under U.S. GAAP May Have a Material Adverse Effect on Our Net Income.

Under U.S. GAAP, we review our long-lived assets including property, plant and equipment, intellectual property and other intangibles for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Factors we consider include significant under-performance relative to expected historical or projected future operating results, significant negative industry or economic trends and our market capitalization relative to net book value. We may

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be required in the future to record a significant charge to earnings in our financial statements during the period in which any impairment of our long-lived assets is determined. Such charges have had and could have a significant adverse impact on our results of operations and our operating flexibility under our debt covenants.

Litigation Incident to Our Business Could Adversely Affect Us.

We have been a party to various legal proceedings, including those described in Note 16 to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report, and may be a party to litigation in the future. If an unfavorable ruling or outcome were to occur in these legal proceedings or future litigation, there could be a material adverse impact on our business, liquidity, results of operations, financial condition, cash flows and the trading price of our securities.

For example, the final award pending in the arbitration with Tessera could be more than the amount accrued, and we expect to record our estimate of interest accruing with the passage of time and may record additional charges as information develops or upon the issuance of the final award. Tessera publicly announced its intention to seek an amount in excess of $150 million. In addition, Tessera recently filed a complaint against Amkor in the U.S. District Court for the District of Delaware. There can be no assurance that the termination of the Tessera license agreement will not have a material impact on our ongoing business and customer relationships, including any supply arrangements with customers formerly benefiting from our rights under the terminated license agreement; that the U.S. District Court complaint filed by Tessera will not result in an unfavorable outcome for our company, including an injunction and significant damage award or that there will not be any further disputes with Tessera or others involving our company’s technology or business.

We Could Suffer Adverse Tax and Other Financial Consequences if Taxing Authorities Do Not Agree with Our Interpretation of Applicable Tax Laws, Including Whether We Continue to Qualify for Our Tax Holidays.

Our corporate structure and operations are based, in part, on interpretations of various tax laws, including withholding tax, compliance with tax holiday requirements, application of changes in tax law to our operations and other relevant laws of applicable taxing jurisdictions. From time to time, the taxing authorities of the relevant jurisdictions may conduct examinations of our income tax returns and other regulatory filings. We cannot assure you that the taxing authorities will agree with our interpretations, including whether we continue to qualify for our tax holidays. To the extent they do not agree, we may seek to enter into settlements with the taxing authorities which require significant payments or otherwise adversely affect our results of operations or financial condition. We may also appeal the taxing authorities' determinations to the appropriate governmental authorities, but we cannot be sure we will prevail. If we do not prevail, we may have to make significant payments or otherwise record charges (or reduce tax assets) that adversely affect our results of operations, financial condition and cash flows. Additionally, certain of our subsidiaries operate under tax holidays, which will expire in whole or in part at various dates in the future. As those tax holidays expire, our tax expenses will increase as income from those jurisdictions become subject to higher statutory income tax rates, thereby reducing our liquidity and cash flow.

Intellectual Property - Our Business Will Suffer if We Are Not Able to Develop New Proprietary Technology, Protect Our Proprietary Technology and Operate Without Infringing the Proprietary Rights of Others.

The complexity and breadth of semiconductor packaging and test services are rapidly increasing. As a result, we expect that we will need to develop, acquire and implement new manufacturing processes and packaging design technologies and tools in order to respond to competitive industry conditions and customer requirements. Technological advances also typically lead to rapid and significant price erosion and may make our existing packages less competitive or our existing inventories obsolete. If we cannot achieve advances in packaging design or obtain access to advanced packaging designs developed by others, our business could suffer.

The need to develop and maintain advanced packaging capabilities and equipment could require significant research and development, capital expenditures and acquisitions in future years. In addition, converting to new packaging designs or process methodologies could result in delays in producing new package types, which could adversely affect our ability to meet customer orders and adversely impact our business.

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The process of seeking patent protection takes a long time and is expensive. There can be no assurance that patents will issue from pending or future applications or that, if patents are issued, the rights granted under the patents will provide us with meaningful protection or any commercial advantage. Any patents we do obtain will eventually expire, may be challenged, invalidated or circumvented and may not provide meaningful protection or other commercial advantage to us.
Some of our technologies are not covered by any patent or patent application. The confidentiality agreements on which we rely to protect these technologies may be breached and may not be adequate to protect our proprietary technologies. There can be no assurance that other countries in which we market our services will protect our intellectual property rights to the same extent as the U.S.

Our competitors may develop, patent or gain access to know-how and technology similar to our own. In addition, many of our patents are subject to cross licenses, several of which are with our competitors. The semiconductor industry is characterized by frequent claims regarding the infringement of patent and other intellectual property rights. If any third party makes an enforceable infringement claim against us or our customers, we could be required to:
 	 	
•	discontinue the use of certain processes;	
 	 	
•	cease to provide the services at issue;	
 	 	
•	pay substantial damages;	
 	 	
•	develop non-infringing technologies or	
 	 	
•	acquire licenses to such technology.	
We may need to enforce our patents or other intellectual property rights, including our rights under patent and intellectual property licenses with third parties, or defend ourselves against claimed infringement of the rights of others through litigation, which could result in substantial cost and diversion of our resources. Furthermore, if we fail to obtain necessary licenses, our business could suffer. We have been involved in legal proceedings involving the acquisition and license of intellectual property rights, the enforcement of our existing intellectual property rights or the enforcement of the intellectual property rights of others, including the legal proceeding filed by and against Tessera, Inc. and the complaint filed and ongoing proceeding against Carsem (M) Sdn Bhd, Carsem Semiconductor Sdn Bhd, and Carsem Inc., or collectively “Carsem”, which are described in more detail in Note 16 to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report. Unfavorable outcomes in any legal proceedings involving intellectual property could result in significant liabilities and could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows. The potential impact from the legal proceedings referred to in this Quarterly Report on our results of operations, financial condition and cash flows could change in the future.

Packaging and Test - Packaging and Test Processes Are Complex and Our Production Yields and Customer Relationships May Suffer from Defects in the Services We Provide.

Semiconductor packaging and test services are complex processes that require significant technological and process expertise. Defective packages primarily result from:
 	 	
•	contaminants in the manufacturing environment;	
 	 	
•	human error;	
 	 	
•	equipment malfunction;	
 	 	
•	changing processes to address environmental requirements;	
 	 	
•	defective raw materials or	
 	 	
•	defective plating services.	
Test is also complex and involves sophisticated equipment and software. Similar to many software programs, these software programs are complex and may contain programming errors or “bugs.” The test equipment is also subject to malfunction. In addition, the test process is subject to operator error.

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These and other factors have, from time to time, contributed to lower production yields. They may also do so in the future, particularly as we adjust our capacity or change our processing steps. In addition, we must continue to expand our offering of packages to be competitive. Our production yields on new packages typically are significantly lower than our production yields on our more established packages.

Our failure to maintain high standards or acceptable production yields, if significant and prolonged, could result in loss of customers, increased costs of production, delays, substantial amounts of returned goods and claims by customers relating thereto. Any of these problems could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows.

In addition, in line with industry practice, new customers usually require us to pass a lengthy and rigorous qualification process that may take several months. If we fail to qualify packages with potential customers or existing customers, such failure could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Competition - We Compete Against Established Competitors in the Packaging and Test Business as Well as Internal Customer Capabilities and May Face Competition from New Competitors.

The outsourced semiconductor packaging and test market is very competitive. We face substantial competition from established packaging and test service providers primarily located in Asia, including companies with significant processing capacity, financial resources, research and development operations, marketing and other capabilities. These companies also have established relationships with many large semiconductor companies that are our current or potential customers. We also face competition from the internal capabilities and capacity of many of our current and potential IDM customers. In addition, we compete with companies (including semiconductor foundries) that provide wafer bumping and other advanced packaging solutions that compete with our packaging and test services. For example, one of the major semiconductor foundries, which is substantially larger and has greater financial resources than we do, has expanded, and may continue to expand its operations to include packaging and test services.

We cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors or that our customers will not rely on internal sources for packaging and test services, or that our business, liquidity, results of operations, financial condition and cash flows will not be adversely affected by such increased competition. 

Environmental Regulations - Future Environmental Regulations Could Place Additional Burdens on Our Manufacturing Operations.

The semiconductor packaging process uses liquid chemicals, gases and materials. These processes generate by-products that are subject to extensive governmental regulations. For example, at our foreign facilities we produce liquid waste when semiconductor wafers are diced into chips with the aid of diamond saws, then cooled with running water. In addition, semiconductor packages have historically utilized metallic alloys containing lead (Pb) within the interconnect terminals typically referred to as leads, pins or balls. Federal, state and local laws and regulations in the U.S., as well as environmental laws and regulations in foreign jurisdictions, impose various controls on the storage, handling, discharge and disposal of chemicals used in our production processes and on the factories we occupy and are increasingly imposing restrictions on the materials contained in semiconductor products. We may become liable under environmental laws for the cost of cleanup of any disposal or release of hazardous materials arising out of our former or current operations, or otherwise as a result of the existence of hazardous materials on our properties. In such an event, we could be held liable for damages, including fines, penalties and the cost of investigations and remedial actions, and could also be subject to revocation of permits negatively affecting our operations.

Public attention has focused on the environmental impact of semiconductor operations and the risk to neighbors of chemical releases from such operations and to the materials contained in semiconductor products. For example, the European Union's Restriction of Use of Certain Hazardous Substances in Electrical and Electronic Equipment Directive imposes strict restrictions on the use of lead and other hazardous substances in electrical and electronic equipment. In response to this directive, and similar laws and developing legislation in countries like China, Japan and Korea, we have implemented changes in a number of our manufacturing processes in an effort to achieve compliance across all of our package types. Complying with existing and possible future environmental laws and regulations, including laws and regulations relating to climate change, may impose upon us the need for additional capital equipment or other process requirements, restrict

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our ability to expand our operations, disrupt our operations, increase costs, subject us to liability or cause us to curtail our operations.

Our Business and Financial Condition Could be Adversely Affected by Natural Disasters.

We have significant packaging and test and other operations in locations which are subject to natural disasters such as earthquakes, tsunamis, typhoons, floods and other severe weather and geological events that could disrupt our operations. In addition, our suppliers and customers also have significant operations in such locations. A natural disaster that results in a prolonged disruption to our operations, or the operations of our customers or suppliers, could have a material adverse effect on our business, financial condition, results of operations and cash flows. For example, Japan experienced a severe earthquake and tsunami in 2011 that resulted in significant disruption in the electronics industry supply chain and adversely affected Japan's economy and consumer spending. In addition, in October 2011, Thailand experienced substantial flooding which affected the facilities and operations of customers and suppliers in our industry. As a result, our business, financial condition, results of operations and cash flows could be adversely affected by events such as those in Japan, Thailand or future natural disasters of a similar nature.

Fire, Flood or Other Calamity - With Our Operations Conducted in a Limited Number of Facilities, a Fire, Flood or Other Calamity at one of Our Facilities Could Adversely Affect Us.

We conduct our packaging and test operations at a limited number of facilities. Significant damage or other impediments to any of these facilities, whether as a result of fire, flood, weather, the outbreak of infectious diseases (such as SARs or flu), civil strife, industrial strikes, breakdowns of equipment, difficulties or delays in obtaining materials and equipment, natural disasters, terrorist incidents, industrial accidents or other causes could temporarily disrupt or even shut down our operations, which would have a material adverse effect on our business, financial condition and results of operations. In the event of such a disruption or shutdown, we may be unable to reallocate production to other facilities in a timely or cost-effective manner (if at all) and we may not have sufficient capacity to service customer demands in our other facilities. For example, our operations in Asia are vulnerable to regional typhoons that can bring with them destructive winds and torrential rains, which could in turn cause plant closures and transportation interruptions. In addition, some of the processes that we utilize in our operations place us at risk of fire and other damage. For example, highly flammable gases are used in the preparation of wafers holding semiconductor devices for flip chip packaging. While we maintain insurance policies for various types of property, casualty and other risks, we do not carry insurance for all the above referred risks and with regard to the insurance we do maintain, we cannot assure you that it would be sufficient to cover all of our potential losses.

Continued Control By Existing Stockholders - Mr. James J. Kim and Members of His Family Can Effectively Determine or Substantially Influence The Outcome of All Matters Requiring Stockholder Approval.

As of June 30, 2013, Mr. James J. Kim, our Executive Chairman of the Board of Directors, members of Mr. Kim's immediate family and affiliates owned approximately 137.5 million shares, or approximately 63%, of our outstanding common stock. The Kim family also has options to acquire approximately 0.5 million shares. Pursuant to the 2014 Notes exchange offer, the Kim family exchanged their 2014 Notes into approximately 49.6 million shares of common stock (the “2014 Convert Shares”). If the options are exercised, the Kim family's total ownership would be an aggregate of approximately 138.0 million shares of our outstanding common stock or approximately 63% of our outstanding common stock.

The 2014 Convert Shares and the approximately 13.4 million shares issued upon conversion of the $100.0 million of our 6.25% Convertible Subordinated Notes due 2013 (the "2013 Convert Shares") are each subject to separate voting agreements. The agreements require the Kim family to vote these respective shares in a “neutral manner” on all matters submitted to our stockholders for a vote, so that such 2013 Convert Shares and 2014 Convert Shares are voted in the same proportion as all of the other outstanding securities (excluding the other shares owned by the Kim family) that are actually voted on a proposal submitted to Amkor's stockholders for approval. The Kim family is not required to vote in a “neutral manner” any 2013 Convert Shares or 2014 Convert Shares that, when aggregated with all other voting shares held by the Kim family, represent 41.6% or less of the total then-outstanding voting shares of our common stock. The voting agreement for the 2013 Convert Shares terminates upon the earliest of (i) December 1, 2013, (ii) at such time as no principal amount of the 2013 Notes or any 2013 Convert Shares remain outstanding, (iii) a change of control transaction (as defined in the voting agreement) or (iv) the mutual agreement of the Kim family and Amkor. The voting agreement for the 2014 Convert Shares terminates upon the earliest of (i) such time as no principal amount of the 2014 Notes remains outstanding and the Kim

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family no longer beneficially owns any of the 2014 Convert Shares, (ii) consummation of a change of control (as defined in the voting agreement) or (iii) the mutual agreement of the Kim family and Amkor.

Mr. James J. Kim and his family and affiliates, acting together, have the ability to effectively determine or substantially influence matters submitted for approval by our stockholders by voting their shares or otherwise acting by written consent, including the election of our Board of Directors. There is also the potential, through the election of members of our Board of Directors, that the Kim family could substantially influence matters decided upon by our Board of Directors. This concentration of ownership may also have the effect of impeding a merger, consolidation, takeover or other business consolidation involving us, or discouraging a potential acquirer from making a tender offer for our shares, and could also negatively affect our stock's market price or decrease any premium over market price that an acquirer might otherwise pay.

Item 2.         Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Repurchase of Equity Securities

The following table provides information regarding repurchases of our common stock during the three months ended June 30, 2013. We refer you to Note 14 to our Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report for further discussion.

Period	Total Number of Shares Purchased (a)	Average Price Paid Per Share ($)	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs ($) (b)	
 	 	 	 	 	
April 1 - April 30	1,868	
 	$	3.80	
 	—	
 	$	91,586,032	
 	
May 1 - May 31	13,864	
 	4.56	
 	—	
 	91,586,032	
 	
June 1 - June 30	2,588	
 	4.46	
 	—	
 	91,586,032	
 	
Total	18,320	
 	$	4.47	
 	—	

(a)	Represents shares of common stock surrendered to us to satisfy tax withholding obligations associated with the vesting of restricted shares issued to employees.	
 	 	
(b)	Our Board of Directors previously authorized the repurchase of up to $300.0 million of our common stock, $150.0 million in August 2011 and $150.0 million in February 2012, exclusive of any fees, commissions or other expenses. For the three months ended June 30, 2013, no common stock purchases were made and there is approximately $91.6 million available pursuant to the stock repurchase program.	

Item 6.        Exhibits

The exhibits required by Item 601 of Regulation S-K which are filed with this report are set forth in the Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AMKOR TECHNOLOGY, INC.

 	 	 	
 	By:	/s/  Joanne Solomon	
 	 	Joanne Solomon	
 	 	Executive Vice President and	
 	 	Chief Financial Officer, Chief	
 	 	Accounting Officer and Duly	
 	 	Authorized Officer	
Date: August 2, 2013 

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EXHIBIT INDEX

Exhibit
Number	Description of Exhibit	
 	 	
4.1	Registration Rights Agreement, dated May 20, 2013, by and between Amkor Technology, Inc., Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC. (1)	
10.1	Employment Offer Letter, dated April 30, 2013, between Amkor Technology, Inc. and Stephen D. Kelley. (2)*	
10.2	Retirement Agreement and Release, dated May 8, 2013, between Amkor Technology, Inc. and Kenneth T. Joyce. (3)*	
10.3	Separation and Consulting Agreement, dated July 17, 2013, between Amkor Technology, Inc. and Michael J. Lamble.*	
10.4	Loan Agreement, dated April 29, 2013, by and between Amkor Technology Korea, Inc. and The Korea Development Bank.	
10.5	Amendment to Factory Mortgage Agreement, dated April 29, 2013, by and between Amkor Technology Korea, Inc. and The Korea Development Bank.	
10.6	Guarantee, dated April 29, 2013, by and between Amkor Technology, Inc. and The Korea Development Bank.	
10.7	Amendment to Kun Mortgage Agreement, dated April 19, 2013, by and between Amkor Technology Korea, Inc. and Woori Bank.	
31.1	Certification of Stephen D. Kelley, President and Chief Executive Officer of Amkor Technology, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
31.2	Certification of Joanne Solomon, Executive Vice President and Chief Financial Officer of Amkor Technology, Inc., pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
101.INS	XBRL Instance Document	
101.SCH	XBRL Taxonomy Extension Schema Document	
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	
 	 	
*	Indicates management compensation plan, contract or arrangement.	
(1)	Incorporated by reference to the Company's Current Report on Form 8-K filed May 20, 2013.	
(2)	Incorporated by reference to the Company's Current Report on Form 8-K filed May 3, 2013.	
(3)	Incorporated by reference to the Company's Current Report on Form 8-K filed May 10, 2013.	

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SEPARATION AND CONSULTING AGREEMENT
This Separation and Consulting Agreement (“Agreement”) is made by and between MICHAEL J. LAMBLE  (“ Employee ”) and  AMKOR TECHNOLOGY, INC.  (“ Company ”) (jointly referred to as the “ Parties ”):
RECITALS
WHEREAS, Employee is employed by the Company;
WHEREAS, the Company will terminate Employee’s employment on July 10, 2013 (the “ Termination Date ”);
WHEREAS, Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that Employee may have against the Company as defined herein, including, but not limited to, any and all claims arising out of, or related to, Employee’s employment with, or separation from, the Company;
NOW THEREFORE, in consideration of the promises made herein, Parties hereby agree as follows:
I    SEPARATION AND RELEASE
 	 	
1.	No Admission of Liability. Parties understand and acknowledge that this Agreement constitutes a compromise and settlement of disputed claims whether known or unknown. No action taken by Parties, previously or in connection with this Agreement, shall be construed to be: (a) an admission of the truth or falsity of any claims made, or (b) an admission by either party of any fault or liability whatsoever to the other party or to any third party.	
 	 	
2.	Consideration. In consideration for Employee’s promises made herein:	
 	 	
(a)	Consulting Services. Subject to the terms and conditions of this Agreement, the Company hereby engages Employee as an independent consultant to perform the services set forth in  Section 14 below, and Employee hereby accepts such engagement, beginning on the day after the Effective Date (the “ Consulting Commencement Date ”). The Term of the Consulting Agreement (the “ Term ”) shall be for a period of twelve months, beginning on the Consulting Commencement Date as defined in this  Section 2(a) .	
 	 	
(b)	Benefits. Employee’s group health insurance benefits will cease on the Termination Date, subject to Employee’s right to continue his health insurance under COBRA. If Employee timely and properly elects COBRA coverage, the Company will pay the full premium cost of such COBRA coverage until the earliest of: (i) the twelve-month anniversary of the Termination Date; (ii) the date Employee is no longer eligible to receive COBRA continuation coverage; or (iii) the date on which Employee becomes eligible to receive group health plan coverage from another employer. Employee’s	

participation in all other benefits and incidents of employment (including, but not limited to, the accrual of vacation and paid time off) cease on the Termination Date. Details will be provided under separate cover.
 	 	
(c)	Stock. There will be no changes to terms of Employee’s outstanding equity awards: (a) the remaining 1,848 unvested shares of restricted stock granted pursuant to the Restricted Stock Award Agreement dated February 3, 2010 and the remaining 8,311 unvested shares of restricted stock granted pursuant to the Restricted Stock Award Agreement dated February 14, 2011 will vest upon your termination of employment (which shall constitute your “Retirement” as defined in the Company’s Amended and Restated 2007 Equity Incentive Plan) in accordance with the terms of the applicable award agreement; (b) the 30,000 unvested shares of restricted stock granted pursuant to the Restricted Stock Award Agreement dated November 1, 2012 will continue to vest in accordance with the terms of the award agreement during the 12 month period that you provide consulting services (e.g., subject to your continuing to provide consulting services and compliance with the terms of this Agreement and the award agreement, 7,500 shares shall vest on November 1, 2013; 1,875 shares shall vest on February 1, 2014; and 1,875 shares shall vest on May 1, 2014, with the remaining 18,750 unvested shares being forfeited upon termination of the consulting period); and (c) (i) the 20,000 vested stock options granted pursuant to the Notice of Grant of Stock Options and Option Agreement effective June 16, 2003 and the 25,000 vested stock options granted pursuant to the Stock Option Agreement dated October 27, 2004 will be exercisable pursuant to the terms of the applicable award agreement until the earlier of (1) 30 days following the date on which you cease to provide the consulting services or (2) the expiration date set forth in the applicable award agreement; and (ii) the 12,500 vested stock options granted pursuant to the Stock Option Agreement dated February 13, 2006 and the 45,000 vested stock options granted pursuant to the Stock Option Agreement dated December 14, 2007 will be exercisable pursuant to the terms of the applicable award agreement until the earlier of (i) 90 days following the date on which you cease to provide the consulting services or (ii) the expiration date set forth in the applicable award agreement. The Company acknowledges that 18,630 shares of restricted stock were withheld in the aggregate to satisfy the applicable withholding taxes due in connection with the restricted stock awards described in clause (a). Shares of restricted stock that vest pursuant to clause (b) and options that are exercised pursuant to clause (c) shall be subject to withholding as provided in the applicable award agreements. Attached as  Schedule 1  is a summary of Employee’s equity awards.	
 	 	
(d)	Outplacement Services. Company will pay for the reasonable cost of outplacement services with a firm to be selected at the sole discretion of the Company for a period of six months following the Effective Date of the Agreement.	
 	 	
(e)	Acknowledgement of Sufficiency of Consideration. Employee agrees that the consideration described in this  Section 2  shall constitute the entire consideration provided to him under this Agreement, and that Employee will not seek further	

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compensation for any other claimed damages, costs, or attorneys’ fees in connection with matters encompassed in this Agreement. Employee further agrees that no Releasee (as defined in Section 5  of this Agreement) has any obligation to make any other payment to him of any kind, and Employee hereby waives any claims he might have for any such payment other than payments provided for in this Agreement.
 	 	
(f)	Effectiveness of Agreement. To receive this consideration, Employee must (i) sign and date the Agreement and deliver it to, the General Counsel of the Company, 1900 S. Price Road, Chandler, AZ 85286, and (ii) not revoke this Agreement as provided in  Section 8(f)  below. If the Agreement is not signed and delivered by such date, or is revoked pursuant to  Section 8(f) , this Agreement shall be null and void with no obligation or liability on the part of either party.	
 	 	
(g)	Taxes. Employee understands and agrees that the Company is not providing any tax or legal advice and that it makes no representation regarding any tax obligations or consequences, if any, related to this Agreement. Employee agrees that he shall be exclusively responsible for the payment of federal and state taxes which may be due as the result of the consideration paid under this Agreement.	
 	 	
3.	Reimbursement of Expenses. Employee shall be reimbursed for any outstanding expenses according to the Company’s ordinary expense reimbursement policies.	
 	 	
4.	Payment of Salary and Accrued Benefits. Employee acknowledges and represents that the Company has paid all salary, wages, accrued vacation, paid time off, bonuses, commissions, and any and all other benefits and compensation due to Employee on the Termination Date.	
 	 	
5.	General Release of Claims. Employee acknowledges that the foregoing consideration represents full and final payment and accord and satisfaction of all claims by Employee against the Company, and is in excess of what Employee would otherwise be entitled by virtue of his employment. Employee, for himself and his heirs, representatives, attorneys, executors, administrators, successors, and assigns, does hereby release, acquit, and forever discharge the Company and its current and former: officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns (the “ Releasees ”). Employee, on his own behalf, and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby fully and forever releases the Company and the other Releasees from, and agrees not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement, including but not limitation:	
 	 	
(a)	any and all claims relating to or arising from Employee’s employment with the Company or any affiliate, or the termination of that employment;	
 	 	
(b)	any and all claims under the law of any jurisdiction, including, but not limited to, wrongful discharge of employment; constructive discharge from employment;	

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termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
 	 	
(c)	any and all claims for violation of any federal, state or municipal statute, including, but not limited to, California Fair Employment and Housing Act, the California Unruh Act, the Age Discrimination in Employment Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866, the Civil Rights Act of 1871, the Americans with Disabilities Act, the Older Workers' Benefits Protection Act, the California Constitution, the California Labor Code including but not limited to Labor Code sections 201, 202, 203, 212, 226, 226.3, 226.7, 510, 512, 515, 558, 1194, 1198, 2802, claims under the Business & Professions Code section 17200, et seq., the California Government Code, the California Workers Compensation Act, and the California Civil Code;	
 	 	
(d)	any and all claims for violation of the federal, or any state, constitution;	
 	 	
(e)	any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;	
 	 	
(f)	any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and	
 	 	
(g)	any and all claims for attorneys’ fees and costs.	
Nothing in this Agreement shall be interpreted or applied in a manner that affects or limits Employee’s otherwise lawful ability to bring an administrative charge with, to participate in an investigation conducted by, or to participate in a proceeding involving the U.S. Equal Employment Opportunity Commission or other comparable state or local administrative agency. However, Employee specifically agrees that the consideration provided to him in this Agreement represents full and complete satisfaction of any monetary relief or award that could be sought or awarded to him in any administrative action (including any proceedings before the U.S. Equal Employment Opportunity Commission or any comparable state or local agency) arising from events related to his employment with the Company or the termination thereof.
Employee agrees that the release set forth in this Section 5 shall be and remain in effect in all respects as a complete general release as to the matters released. This general release of claims will survive the termination of either Party of the Consulting Agreement as provided in  Section 17  of the Consulting Agreement. This release does not extend to any obligations incurred under this Agreement.

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6.	Civil Code Section 1542. Employee represents that he is not aware of any claims against any Releasees. Employee acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, which provide as follows:	
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Employee, being aware of this code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.
 	 	
7.	No Pending or Future Lawsuits. Employee represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.	
 	 	
8.	Acknowledgement of Waiver of Claims Under ADEA. Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ ADEA” ) and the Older Workers Benefit Protection Act (“ OWBPA ”) that this waiver and release is  knowing and voluntary . Employee and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA and/or OWBPA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release Agreement is in addition to anything of value to which Employee was already entitled. Employee further acknowledges that he has been advised by this writing that:	
 	 	
(a)	Employee should consult with an attorney prior to executing this Agreement;	
 	 	
(b)	Employee has up to twenty-one (21) days within which to consider this Agreement. Employee may waive this period, and agrees to waive the 21-day period as evidenced by his execution of Exhibit A ;	
 	 	
(c)	Employee has seven (7) days following his execution of this Agreement to revoke this Agreement;	
 	 	
(d)	This Agreement shall not be effective until the revocation period has expired (the “ Effective Date ”);	
 	 	
(e)	Nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA,	

- 5 -

nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law; and
 	 	
(f)	To revoke this Agreement pursuant to Section 8(c) within seven (7) days of signing this agreement, employee must send a written letter by certified mail to General Counsel, Amkor Technology, Inc., 1900 S. Price Road, Chandler, Arizona 85286. If Employee revokes, he will not receive any consideration described in this Agreement.	
II    COVENANTS
 	 	
9.	Confidential Information .	
 	 	
(a)	Employee shall maintain the confidentiality of all of the Company’s Confidential Information and will continue to abide by the terms of the Patent and Trade Secret Memorandum of Agreement. Confidential Information includes trade secrets as well as other proprietary knowledge, information, know-how, and non-public intellectual property rights, including unpublished or pending patent applications and all related patent rights, formulae, processes, discoveries, formulas, and compositions of matter and processes relating to the Company’s business. Confidential Information also includes the manufacture of the Company products, specifications and blueprints of Company machinery and equipment, improvements, ideas, conceptions, compilations of data, and data, whether or not patentable or copyrightable and whether or not it has been conceived, originated, discovered, or developed in whole or in part by Employee. Confidential Information further includes all customer lists, prospect lists, strategic plans, or marketing plans. For example, Confidential Information includes, but is not limited to: information concerning Company’s business plans, operations, products, prices, technology roadmaps, customer requests for quotations and new product introductions, customer opportunities, capital expenditure plans, strategies, marketing, sales, inventions, designs, costs, legal strategies, finances, employees, customers, prospective customers, licensees, or licensors; information received from third parties under confidential conditions; or other valuable financial, commercial, business, technical, or marketing information concerning the Company or any of the products or services made, developed, or sold by the Company (collectively, “ Confidential Information ”).	
 	 	
(b)	Confidential Information does not include information that: (i) was generally known to the relevant public at the time of disclosure; (ii) was lawfully received by Employee from a third party; (iii) was known to Employee prior to receipt from the Company; or (iv) was independently developed by Employee or independent third parties; in each of the foregoing circumstances, this exception applies only if such public knowledge or possession by an independent third party was without breach by Employee or any third party of any obligation of confidentiality or non-use, including but not limited to the obligations and restrictions set forth in this Agreement.	
 	 	
(c)	Employee specifically agrees and acknowledges that the Company has invested substantial time, money, and resources in the development, protection, and retention	

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of its Confidential Information, intellectual property (including trade secrets), customers, accounts, business partners, trade secrets, trade names, trademarks, trade dress, confidential business information, existing and prospective customer relationships, goodwill, and specialized employee training (collectively, “ Legitimate Business Interests ”). Employee specifically acknowledges that as a result of Employee’s employment with the Company, Employee has had access to the Company’s Legitimate Business Interests, including introduction to existing and prospective Company customers, accounts, and strategic business partners. Employee further acknowledges and agrees that any and all “goodwill” associated with any customers or prospective customers, accounts, or strategic business partners belongs exclusively to the Company, including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between Employee and any customers or prospective customers, accounts, or strategic business partners. Employee further specifically agrees and acknowledges that the Company’s Confidential Information, trade secrets, and other confidential proprietary information are: (i) not generally known or available to the public; (ii) give the Company a significant competitive economic advantage in the field of providing out-sourced assembly and test services to semiconductor, microelectronics companies and OEMs; (iii) are not readily achievable or easily duplicated; and (iv) are of great value to the Company.
 	 	
(d)	Employee shall return to the Company all of the Company’s property, including all confidential and proprietary information, and all documents and information that Employee obtained in connection with his employment with the Company, on or before the Effective Date of this Agreement.	
 	 	
10.	Application for Employment. Employee understands and agrees that, as a condition of this Agreement, he shall not be entitled to any employment with the Company, its subsidiaries, or any successor, and he hereby waives any alleged right of employment or re-employment with the Company, its subsidiaries or related companies, or any successor.	
 	 	
11.	Cooperation.	
 	 	
(a)	Employee agrees that he will not act in any manner that might damage the business of the Company. Employee further agrees that he will not knowingly counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any Releasees, unless under a subpoena or other court order to do so. Employee agrees both to promptly notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or court order to the Company. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any Releasees, Employee shall state no more than that he cannot provide counsel or assistance. Notwithstanding the foregoing language of this  Section 11 , nothing herein shall be construed so as to preclude	

- 7 -

Employee from filing any charge with, or participating in any investigation of a charge conducted by any government agency. Employee nevertheless understands that because of the waiver and release he freely provides by signing this Agreement he cannot obtain any monetary relief or recovery from any such proceeding.
 	 	
(b)	Employee further agrees to cooperate with the Company as it transitions his responsibilities, including but not limited to executing a resignation letter regarding his duties as a Gerant of Amkor Technology Euroservices.	
 	 	
12.	Non-Disparagement. Employee agrees to refrain from any defamation, libel or slander of the Company, or tortious interference with the contracts and relationships of the Company.	
 	 	
13.	Breach. Employee acknowledges and agrees that any breach of any provision of this Agreement shall constitute a material breach of this Agreement and shall entitle the Company immediately to recover and cease paying the consideration provided to Employee under this Agreement.	
III    CONSULTING AGREEMENT
 	 	
14.	Consulting Services. Pursuant to the terms and conditions of the Consulting Agreement set forth in this Article III  (the “ Consulting Agreement ”), Employee shall provide such services, advice and assistance to the Company and its affiliates as the President and Chief Executive Officer of the Company may reasonably request, consistent with Employee’s knowledge and prior experience as Executive Vice President, Worldwide Sales of the Company (the “ Consulting Services ”). Employee agrees to provide the Consulting Services as a condition to his receipt of the consideration described in  Section 2  of the Agreement and shall not be entitled to any additional compensation for the Consulting Services other than what is provided in this Consulting Agreement. Employee shall perform the Consulting Services as an independent contractor, not as an employee or agent of the Company, and shall have no power or authority to contract for, or bind, the Company in any manner. Employee acknowledges and agrees that Employee shall not be entitled to participate in any benefit plans or programs of the Company subsequent to the Termination Date. During the Term of the Consulting Agreement, the Company shall reimburse Employee for all reasonable and necessary expenses incurred by Employee in connection with the performance of the Consulting Services, in accordance with the Company’s expense reimbursement policies and procedures as in effect from time to time.	
 	 	
15.	Taxes. Company shall not be responsible for withholding taxes with respect to Employee’s compensation for this Consulting Agreement. Employee shall have no claim against the Company under this Consulting Agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or other employee benefits of any kind. Employee shall pay, when and as due, any and all taxes owed by Employee as a result of Employee’s Consulting Services, including estimated taxes, and shall provide the Company with proof of payment on demand.	

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16.	Compensation for Consulting Services. As full compensation for the Consulting Services rendered pursuant to this Agreement:	
 	 	
(a)	Company shall pay Employee forty one thousand, six hundred and sixty-six dollars ($41,666.00) per month, payable in accordance with the Company’s normal payroll practices, and will reported to tax authorities on an IRS Form 1099 by the Company.	
 	 	
(b)	Lump Sum Payment. Employee will also be eligible to receive a lump sum amount equal to the pro-rata bonus Employee would have been paid for 2013, if any, under the Company’s 2013 Executive Bonus Plan (calculated pro rata for a period of six months), if Employee’s employment had not been terminated. The lump sum payment, if any, will be made when payments are made to participants generally under the 2013 Executive Bonus Plan, provided that Employee shall not be entitled to receive such payment if the Consulting Agreement has been terminated prior to the date when such payments are made, less applicable payroll taxes and will be reported by the Company as income to Employee on an IRS Form W-2.	
 	 	
17.	Termination of Consulting Agreement .	
 	 	
(a)	Voluntary Termination. Company may terminate this Consulting Agreementimmediately and without prior written notice to Employee if Employee is convicted of any crime or offense, fails or refuses to comply with applicable policies and law, is guilty of serious misconduct in connection with the performance of Services enumerated hereunder, breaches any provision of this Consulting Agreement, fails or refuses to comply with Employee’s duties as set forth in of this Consulting Agreement. Employee may terminate this Consulting Agreement at any time upon written notice to Company.	
 	 	
(b)	Automatic Termination. This Consulting Agreement terminates automatically on the occurrence of any of the following events: (a) bankruptcy or insolvency of either Party; or (b) Employee’s death or Permanent Disability. In the event of Employee’s death or Permanent Disability, the Company shall pay the remainder of the compensation for Consulting Services due to Employee pursuant to  Section 16  of the Consulting Agreement as a lump sum, within 30 days of such death or Permanent Disability. In the event of such Death or Permanent Disability, the Company will also continue to pay the full premium cost of COBRA coverage until the twelve-month anniversary of the Termination Date as provided in  Section 2(b)  of the Agreement.	
The term “Permanent Disability” means total permanent disability, as defined in Section 22(e)(3) of the Code. Notwithstanding the foregoing, to the extent required under Section 409A of the Code, “Disability” shall have the meaning set forth therein. Any questions as to the existence of a Permanent Disability shall be determined by a qualified, independent physician selected by the Company and approved by the Employee (which approval shall not be unreasonably withheld). The

- 9 -

determination of any such physician shall be final and conclusive for all purposes of this Consulting Agreement.
This Consulting Agreement shall also terminate automatically once the Company has made twelve (12) monthly payments for Consulting Services to Employee.
 	 	
(c)	Termination for Cause. This Consulting Agreement will be terminated for cause if Employee breaches the Covenants contained in  Article II  of the Agreement or breaches  Section 17(d)  of the Agreement.	
 	 	
(d)	Employee specifically agrees that during the Term of the Consulting Agreement:	
 	 	
i.	Employee shall not, without the prior written consent of the Company, engage in or carry on, directly or indirectly, whether as an advisor, principal, agent, partner, officer, director, employee, stockholder, associate or consultant to any person, partnership, corporation or any other business entity, the business of outsourced semiconductor packaging and test services, including, without limitation, acting in such capacity for any “Restricted Companies” (defined below); provided that ownership by Employee of securities of the Company or of less than a five percent equity interest in a publicly held company shall not be a breach of this  Section 17(d)(i) . For the avoidance of doubt, nothing contained in this Section 17(d)(i) shall restrict Employee from acting as an advisor, principal, agent, partner, officer, director, employee, associate or consultant to any semiconductor wafer foundry company in connection with its business of providing semiconductor manufacturing, probe and wafer bumping services.	
 	 	
ii.	Except to the extent such restriction is prohibited by law, while Employee is providing Consulting Services Employee agrees that he will not, directly or indirectly: solicit or induce any employee or consultant to leave the Company for any reason whatsoever; hire or attempt to hire any employee or consultant of the Company; advise or recommend to any other person or entity that they hire or solicit any employee or consultant of the Company; or raid the employees or consultants of the Company.	
 	 	
iii.	Employee acknowledges that the provisions of Section 17(d) are reasonable and necessary to protect the interests of the Company and said restrictions will not prevent Employee from earning a living.	
 	 	
iv.	The term “Restricted Companies” refers to the companies listed in Exhibit B  to this Agreement and any of their parents, subsidiaries, affiliated companies, or divisions.	

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v.	Parties recognize that Employee’s breach of Section 17(d) of the Agreement will cause irreparable injury to the Company, such that monetary damages would not provide an adequate or complete remedy. Accordingly, in the event of Employee’s actual or threatened breach of the provisions of this Covenant, the Company, in addition to all other rights, shall be entitled to an injunction restraining Employee from breaching this Covenant, and to recover from Employee its reasonable attorneys’ fees and costs incurred in obtaining such remedies, including temporary or permanent injunctive relief, without the necessity of proving actual damages or posting a bond or other security to an equitable accounting of all earnings, profits and other benefits arising out of any violation of  Section 17(d) . In the event that the provision of Section 17(d)  shall ever be deemed to exceed the time, geographic scope or other limitations permitted by applicable law, then the provisions shall be deemed reformed to the maximum extent permitted by applicable law.	
 	 	
(e)	In the event that the Consulting Agreement is terminated by either Party, Employee will still be bound the remaining terms of the Agreement, including without limitation to the Release contained in  Section 5  of the Agreement, and the Covenants contained in  Article II  of the Agreement.	

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18	Representations and Indemnities/Conflicts of Interest .	
 	 	
(a)	Employee hereby, represents, warrants and covenants that he shall obey and comply with all applicable laws, actions and policies of federal, state and local authorities, and shall further comply with all applicable general policies, rules and regulations of the Company.	
 	 	
(b)	Employee represents that Employee is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between Employee and any third party	
 	 	
(c)	During the Term, Employee shall perform the required Consulting Services in a timely and productive manner. Consistent with these requirements, Employee is expressly free to perform services for, or be employed by, other parties while performing Services for the Company, as long as any such parties are not in competition with the Company as described in  Section 17(d) . Company is free to assign or not to assign work to Employee at its sole discretion, and nothing herein shall be deemed to require the Company to utilize Employee on any specific project or assignment.	
IV    MISCELLANEIOUS PROVISIONS
 	 	
19.	Costs. Parties shall each bear their own costs, expert fees, attorneys’ fees and other fees incurred in connection with the preparation of this Agreement.	
 	 	
20.	Arbitration. Parties agree that any and all disputes arising out of, or relating to, the terms of this Agreement, their interpretation, and any of the matters herein released, shall be subject to binding arbitration in Santa Clara County before the American Arbitration Association under its National Rules for the Resolution of Employment Disputes. A copy of those rules is attached hereto. Parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award. Parties agree that the prevailing party in any arbitration shall be awarded its reasonable attorneys’ fees and costs only to the extent permissible under the Employment Arbitration Rules.  Parties hereby agree to waive their right to have any dispute between them resolved in a court of law by a judge or jury.   This  Section 20  will not prevent either party from seeking injunctive relief (or any other provisional remedy) as permitted under California law from any court having jurisdiction over Parties and the subject matter of their dispute relating to Employee’s obligations under this Agreement and the agreements incorporated herein by reference.	
 	 	
21.	Representations. Each party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party hereto which are not specifically set forth in this Agreement.	

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22.	Severability. In the event that any provision in this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision so long as the remaining provisions remain intelligible and continue to reflect the original intent of Parties.	
 	 	
23.	Entire Agreement. This Agreement, the Patent and Trade Secret Memorandum of Agreement, the Restricted Stock Award Agreement, and any and all Stock Option Agreements represent the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s relationship with the Company, and supersede and replace any and all prior agreements and understandings between Parties concerning the subject matter of this Agreement and Employee’s relationship with the Company.	
 	 	
24.	No Oral Modification. Any modification or amendment of this Agreement, or additional obligation assumed by either party in connection with this Agreement, shall be effective only if placed in writing and signed by both Parties or their authorized representatives.	
 	 	
25.	Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice of law provisions.	
 	 	
26.	Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.	
 	 	
27.	Voluntary Execution of Agreement. This Agreement is executed voluntarily and with the full intent of releasing all claims, and without any duress or undue influence by any of Parties. Parties acknowledge that:	
 	 	
(a)	They have read this Agreement;	
 	 	
(b)	They have been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel;	
 	 	
(c)	They understand the terms and consequences of this Agreement and of the releases it contains; and	
 	 	
(d)	They are fully aware of the legal and binding effect of this Agreement.	
IN WITNESS WHEREOF, Parties have executed this Agreement on the dates set forth below.

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Michael J. Lamble

Dated:                  	Amkor Technology, Inc.

By:                  

Dated:                  	

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EXHIBIT A
ACKNOWLEDGEMENT AND WAIVER
I, Michael J. Lamble, hereby acknowledge that I have been given 21 days to consider the foregoing Separation and Consulting Agreement and voluntarily choose to sign the Separation and Consulting Agreement before the expiration of the 21-day period.
I declare under penalty of perjury under California law that the foregoing is true and correct. Executed on _________________, 2013 at ____________, CA.
__________________________________
Michael J. Lamble

A-1

EXHIBIT B
RESTRICTED COMPANIES
Advanced Semiconductor Engineering, Inc.

Carsem Semiconductor (Suzhou) Co. Ltd.

ChipMos Technologies

Jiangsu Changjiang Electronics Technology Co., Ltd

King Yuan ELECTRONICS CO., LTD

Powertech Technology Inc.

Siliconware Precision Industries Co., Ltd.

STATS ChipPAC Ltd.

UTAC Group

B-1

SCHEDULE 1

Equity Awards Summary

C-2

LOANAGREEMENT

USD 150,000,000

AMKOR TECHNOLOGY KOREA, INC.

‑ Borrower ‑

THE KOREA DEVELOPMENT BANK

‑ Lender ‑

April 29, 2013

TABLE OF CONTENTS

Article 1.	Definitions.	1	
1.01	Defined Terms.	1	
1.02	Construction.	5	
1.03	Miscellaneous.	5	
 	 	 	
Article 2.	The Loans.	5	
2.01	Amount of Loans.	5	
2.02	Purpose.	6	
2.03	Availability of Drawdown.	6	
 	 	 	
Article 3.	Interest, Default Interest and Costs.	6	
3.01	Interest Rate.	6	
3.03	Interest Determination.	7	
3.04	Default Interest.	7	
3.05	Costs and Expenses.	8	
 	 	 	
Article 4.	Payment and Repayment.	9	
4.01	Interest.	10	
4.02	Repayment.	10	
4.03	Prepayment.	10	
4.04	Application of Payments.	11	
4.05	Banking Day.	11	
4.06	Place of Payment.	11	
4.07	Loan Account.	11	
4.08	No Re-Borrowing.	12	
 	 	 	
Article 5.	Factory Mortgage of Factory and Machinery.	12	
5.01	Amendment to Factory Mortgage Agreement.	12	
5.02	Amendment to First Priority Factory Mortgage Agreement.	12	
 	 	 	
Article 6.	Yield Protection.	12	
6.01	Substitute Basis of Borrowing.	12	
6.02	Taxes.	13	
6.03	Change of Law.	14	
6.04	Adversity Prepayment.	14	
6.05	Break Funding Compensation.	14	
6.06	Currency Indemnity.	15	

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Article 7.	Borrower's Representations and Warranties.	15	
7.01	Status.	15	
7.02	Powers and Authority.	15	
7.03	Legal Validity.	15	
7.04	Non-conflict.	16	
7.05	No Default.	16	
7.06	Authorisations.	16	
7.07	Accounts.	16	
7.08	Litigation.	17	
7.09	No Immunity.	17	
7.10	Taxes.	17	
7.11	Enforceability.	17	
7.12	Pari Passu Ranking.	18	
7.13	Insolvency.	18	
7.14	Business of Borrower.	18	
7.15	Information.	18	
7.16	Security.	18	
7.17	Shareholding of Borrower.	19	
7.18	Times for Making Representations and Warranties.	19	
 	 	 	
Article 8.	Covenants.	19	
8.01	Duration.	19	
8.02	Financial Information.	19	
8.03	Information - Miscellaneous.	20	
8.04	Notification of Default.	20	
8.05	Certificates on No Default.	20	
8.06	Inspection.	20	
8.07	Authorisations.	21	
8.08	Pari Passu Ranking.	21	
8.09	Negative Pledge.	21	
8.10	Disposals.	22	
8.11	Change of Business.	22	
8.12	Mergers and Acquisitions.	22	
8.13	Insurance.	22	
8.14	Further Documents.	23	
8.15	Shareholding by Guarantor.	23	
 	 	 	
Article 9.	Conditions Precedent.	23	
9.01	First Drawdown.	23	
9.02	Subsequent Drawdowns.	25	
9.03	Other Conditions Precedent.	26	
 	 	 	
Article 10.	Events of Default.	26	
10.01	Events of Default.	26	
10.02	Non-payment.	26	
10.03	Breach of Other Obligations.	26	

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10.04	Misrepresentation.	26	
10.05	Cross-default.	26	
10.06	Insolvency.	27	
10.07	Insolvency Proceedings.	28	
10.08	Appointment of Receivers and Managers.	28	
10.09	Failure to Comply with Final Judgment.	28	
10.10	Creditors' Process.	29	
10.11	Cessation of Business.	29	
10.12	Governmental Intervention.	29	
10.13	Unlawfulness and Authorisations.	29	
10.14	Material Adverse Change.	29	
10.15	Shareholding by Guarantor.	29	
10.16	Acceleration.	30	
 	 	 	
Article 11.	Miscellaneous.	30	
11.01	Term.	30	
11.02	Entire Agreement.	30	
11.03	Waiver; Cumulative Rights.	31	
11.04	Assignment; Transfer and Participation.	31	
11.05	Indemnification.	31	
11.06	Governing Law and Jurisdiction.	31	
11.07	Set‑Offs.	32	
11.08	Notices.	32	
11.09	Disclosure of Information.	33	
11.10	Severability.	33	
11.11	Counterparts.	33	
 	 	 	
EXHIBIT A	1	
 	 	 	
EXHIBIT B	2	
 	 	 	
APPENDIX I	3	

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is entered into as of this 29th day of April, 2013 by and between:

AMKOR TECHNOLOGY KOREA, INC., a corporation (chusik hoesa) organized and existing under the laws of Republic of Korea (“Korea”), with its registered head office at 100, Amkor-ro, Buk-gu, Gwangju, Korea (the “Borrower”); and

THE KOREA DEVELOPMENT BANK, a financial institution duly organized and existing under the laws of Korea with its registered office at 14 Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea (the “Lender”)

WITNESSETH:

WHEREAS, the Borrower has requested the Lender to extend to the Borrower loans in an aggregate principal amount not to exceed One Hundred Fifty Million Dollars (US$150,000,000) to finance its general working capital; and

WHEREAS, subject to the terms and conditions of this Agreement, the Lender has agreed to extend to the Borrower, for the purpose hereinabove described, the loans so requested by the Borrower.

NOW, THEREFORE, it is hereby agreed as follows:

Article 1.    Definitions.

1.01    Defined Terms.

In addition to those terms defined above, the following terms as used herein shall have the meanings set forth below:

“Advance” means an advance in same day funds in favor of the Borrower by the Lender of a Drawdown in accordance with Section 2.03.

“Authorization” means an authorization, consent, approval, resolution, license, exemption, filing or registration in accordance with applicable law.

“Availability Period” means the period beginning on the date of this Agreement and

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ending on the earlier of (x) the date on which the Commitment is fully drawn, cancelled or terminated under the provision of this Agreement and (y) the date falling on thirty-six (36) months after the date hereof.

“Banking Day” means a day on which banks are open for business in Seoul and in relation to the Interest Determination Date and LIBOR a day on which banks are open for business in London.

“Commitment” means One Hundred Fifty Million Dollars (US$150,000,000) to the extent not cancelled, transferred or reduced under the terms of this Agreement.

“Commitment Fee” has the meaning specified in Section 3.06.

“Default” means an Event of Default or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination under this Agreement, the fulfillment of any applicable condition or any combination of any of the foregoing) be an Event of Default.

“Default Period” has the meaning specified in Section 3.04(a).

“Dollar” or “US$” means the lawful currency for the time being of the United States of America.

“Drawdown” means any payment of the Advances to be made by the Lender pursuant to a notice of drawdown under Section 2.03.
    
“Event of Default” means any event or circumstance specified as such in Article 10.

“Factory Mortgage” means a second priority mortgage over certain asset(s) of the Borrower in favor of the Lender for the purpose of securing any and every obligation of the Borrower owing to the Lender under the Loan Documents and any other document signed by and between the Borrower (as mortgagor) and the Lender (as mortgagee) in accordance with the Factory Mortgage Agreement.

“Factory Mortgage Agreement” means the second priority mortgage agreement dated as of July 2nd 2012 by and between the Borrower, as mortgagor, and the Lender, as mortgagee, including any amendment thereof, in relation to the Factory Mortgage on the Borrower’s factory located at 100, Amkor-ro, Buk-gu, Gwangju, Korea, 151, Dong-il ro, Seongdong-gu, Seoul, Korea, 110 Anaji-ro, Gyeyang-gu, Incheon, Korea, and 418-64, Annam-ro, Bupyeong-gu, Incheon in favor of the Lender.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)	moneys borrowed;	

(b)	any amount raised by acceptance under any acceptance credit facility;	

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(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;	

(d)	the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with Korean GAAP or US GAAP, be treated as a finance or capital lease;	

(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);	

(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;	

(g)	any futures contract, forward exchange or forward purchase contract, any swap, hedge, cap, collar, ceiling or floor or option contract in respect of any currency, interest rates or any commodity or any similar transaction;	

(h)	any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution;	

(i)	any amount raised by the issue of redeemable shares;	

(j)	any amount of any liability under an advance or deferred purchase agreement if one of the primary reasons behind the entry into such agreement is to raise finance; and/or	

(k)	(without double counting) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in (a) to (j) above.	

“First Priority Factory Mortgage Agreement” has the meaning specified in Section 5.02.

“Guarantor” means Amkor Technology, Inc., a corporation organized and existing under the laws of Delaware, the United States of America with its registered head office at 1900 South Price Road, Chandler AZ, USA 85286.

“Guarantee” means the guarantee to be executed by the Guarantor substantially in the form set forth in Appendix 1 of this Agreement.
  
“Interest Determination Date” means, in relation to each Loan, two (2) Banking Days

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prior to the first day of each Interest Period, on which deposit transactions in Dollars are being carried out in the London interbank market.

“Interest Payment Date” means the last day of each Interest Period.

“Interest Period” has the meaning specified in Section 3.02.

“KoreanGAAP” means generally accepted accounting principles in Korea.

“K-IFRS” means Korean international financial reporting standards with effect from time to time.

“LIBOR” means, with respect to each Interest Period or each Default Period (as the case may be), the rate per annum shown on the appropriate page (being currently Reuters Screen LIBOR01 Page) as being the London interbank offered rate for deposits in Dollars on the information service which publishes that rate (the  “Appropriate Page” ) (or if such quote is not available on the relevant Interest Determination Date, such other service as acceptable to the Lender or the average of the rates quoted by the reference banks in London, as determined by the Lender in its reasonable discretion) (i) in the case of an Interest Period for the Loan, for a period of three (3) months and (ii) in the case of a Default Period for an overdue amount, for a period equal or comparable to such period, at or about 11:00 a.m. (London time) on the Interest Determination Date prior to the commencement of such Interest Period, or the second Banking Day before the first day of the Default Period, as the case may be.

“Loan” means the principal amount advanced to the Borrower on each Drawdown under this Agreement.

“Loan Documents” means (i) this Agreement, (ii) the Guarantee and (iii) the Factory Mortgage Agreement, in each case as may be from time to time amended.

“Margin” means the rate equal to three point eight percent (3.80%) per annum.

“Material Adverse Effect” means a material adverse effect on the legality, validity or enforceability of any of the Loan Documents or the rights and/or remedies of the Lender thereunder that result in the failure by the Obligor to perform its obligations under the Loan Documents.

“Notice of Drawdown” means a notice in the form set forth in Exhibit A.

“Obligor” means the Borrower or the Guarantor.

“Original Financial Statements” means the audited financial statements of the Borrower for its financial year ended December 31st 2012.

“Repayment Date” means the third anniversary date of the date of the first Drawdown.

“Repeating Representations” means each of the representations and/or warranties set out in Sections 7.01 to 7.17 except Section 7.15(b).

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“Security” means a mortgage, pledge, lien, encumbrance or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Tax” has the meaning specified in Section 6.02(a).

“Won” or “” means the lawful currency of Korea.

1.02    Construction.

In this Agreement, unless the context requires otherwise, any reference to:

a “month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or (if there is no such numerically corresponding day or if a period starts on the last day in a calendar month) on the last day of such next calendar month; and

“ordinary course of business” refers to the normal operations of the business of the Borrower, consistent with its past practice.

1.03    Miscellaneous.

In this Agreement, unless the context requires otherwise, references to statutory provisions shall be construed as references to those provisions as replaced, amended, modified or re-enacted from time to time; words importing the singular include the plural and vice versa and words importing a gender include every gender; references to any agreement shall be construed as references to such document as the same may be amended, supplemented or novated from time to time; unless otherwise stated, references to Sections, the Schedule and the Exhibits are to sections of and the schedules and the exhibits to this Agreement and references to this Agreement include the Schedule and the Exhibits. Section headings are inserted for reference only and shall be ignored in construing this Agreement.

Article 2.    The Loans.

2.01    Amount of Loans.

Subject to the terms of this Agreement, the Lender makes available to the Borrower a transferable term loan facility in the aggregate amount equal to the Commitment.

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2.02    Purpose.

The proceeds of the facility to be made available by the Lender to the Borrower under this Agreement shall be used for the purpose of financing the Borrower’s general working capital to be used for the purchase of raw materials and repayment of the Borrower’s existing indebtedness associated therewith. Notwithstanding the above, the Lender shall have no obligation to monitor or verify the Borrower’s application of the proceeds of the Advances or the Loans.

2.03    Availability of Drawdown.
 	 	
(a)	Subject to the terms and conditions of this Agreement, the Borrower may borrow the Commitment on any Banking Day during the Availability Period in one or more Drawdowns by instructing the Lender to make Advance in accordance with Section 2.03(b). The Lender shall not have any obligation to make the Advance hereunder after the last day of the Availability Period.	

(b)	The Borrower shall give the Lender a notice of the Drawdown, substantially in the form of Exhibit A hereto, at least five (5) Banking Days (or such shorter period as the Lender may otherwise agree) prior to the proposed date of each Drawdown. Such notice to the Lender shall be irrevocable and binding on the Borrower and the Borrower shall reimburse the Lender, on demand, for any costs or losses incurred by the Lender in the event that the Borrower fails to make such Drawdown or does not continue to satisfy all of the conditions precedent referred to in Article 9 applicable to the relevant Drawdown on the date of such Drawdown. Any balance of the Commitments that remains undrawn shall be automatically cancelled on the last day of the Availability Period.	

Article 3.    Interest, Default Interest and Costs.
 	 	
3.01	Interest Rate.	

The rate of interest applicable to each Loan for each Interest Period shall be the rate equal to the Margin plus LIBOR (the “ Interest Rate ”).
 	 	
3.02	Interest Periods.	

The interest period applicable to the Loan (each, an “Interest Period”) shall be as follows:
 	 	
(a)	the Interest Period in respect of the first Drawdown shall (A) initially commence on the date of the first Drawdown and end on the date falling three (3) months after the date of the first Drawdown, and (B) thereafter each	

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subsequent Interest Period shall commence on the last day of the preceding Interest Period and end on the date falling three (3) months thereafter;
 	 	
(b)	the Interest Period in respect of each Drawdown after the first Drawdown shall (A) initially commence on the date of such Drawdown and end on the last day of the then current Interest Period in effect for the first Drawdown, and (B) thereafter each subsequent Interest Period shall commence on the last day of the preceding Interest Period and end on the date falling three (3) months thereafter;	

(c)	any Interest Period which would otherwise end on a non-Banking Day shall instead end on the next Banking Day in that calendar month (if there is one) or the preceding Banking Day (if there is not),  provided however,  the immediately following Interest Period shall end on the date falling three (3) months after such non-Banking Day;	

(d)	if any Interest Period commences on the last Banking Day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month three (3) months thereafter, that Interest Period shall, subject to paragraph (e), end on the last Banking Day of such third (3rd) calendar month; and	

(e)	any Interest Period which would otherwise extend beyond the Repayment Date shall instead end on the Repayment Date.	

3.03	Interest Determination.	

The applicable Interest Rate applicable to each Loan for any given Interest Period shall be determined by the Lender on the relevant Interest Determination Date subject to the terms and conditions of this Agreement.
 	 	
3.04	Default Interest.	

(a)	In the event the Borrower fails to make payment of all or any portion of the Loans when due or any other payment due hereunder (whether at its stated maturity, by acceleration or otherwise), the Borrower shall pay interest on the unpaid amount, to the extent permitted by law, from (and excluding) such due date until the payment (including the day on which payment is actually made) of said sum in full (after as well as before judgment) (the “ Default Period ”) in Dollars at a rate equal to (i) three percent (3.0%) per annum above the then applicable Interest Rate if the Default Period is less than one (1) month, (ii) six percent (6.0%) per annum above the then applicable Interest Rate if the Default Period is equal to or more than one (1) month, but less than three (3) months, and (iii) nine percent (9.0%) per annum above the then applicable Interest Rate if the Default Period is equal to or more than three (3) months. Notwithstanding the foregoing, the interest rate then applicable to the Loan plus the applicable additional rate shall not exceed in the aggregate, seventeen percent (17%).	

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(b)	In addition to payment of such default interest, the Borrower shall indemnify the Lender, on demand, against any costs, expenses, liabilities or losses resulting from the Borrower's failing to pay when due any amounts of principal, interest, fees or other sums hereunder.	

3.05	Costs and Expenses.	

(a)	The Borrower shall, whether or not any Advance is made, pay to the Lender in the manner specified by the Lender on demand, to the extent reasonable, the costs, out-of pocket expenses and other charges (including any taxes thereon) including but not limited to legal fees (including any value added tax thereon), printing costs, travel and accommodation expenses, communication charges, signing and publicity costs incurred by or on behalf of the Lender in connection with the preparation, due execution, implementation, any modification or waiver of the terms of this Agreement and all documents executed pursuant hereto (and actual or proposed amendment or modification hereto or thereto, or request therefor and any waiver hereunder or thereunder), and any and all reasonable amounts whatsoever, including but not limited to the fees and expenses of counsel, which the Lender may expend or become liable for in demanding, suing for, recovering and receiving payment of any sum due hereunder and under any documents executed pursuant hereto or for preserving or enforcing any of its rights hereunder or under any documents executed pursuant hereto. These expenses shall be payable whether or not the Loan Agreement contemplated by this offer is completed or actually signed.	

(b)	Notwithstanding the foregoing, parties agree to evenly bear the cost of stamp duty which is Three Hundred Fifty Thousand Won (350,000) on each original of this Agreement if executed in Korea.	

3.06	Commitment Fee.	

(a)	The Borrower shall pay to the Lender the commitment fee (the “Commitment Fee ”) at the Commitment Fee Rate in arrears on the last day of each Commitment Fee Period in accordance with the provisions of this Section.	

(b)	The commitment fee periods applicable to the Commitment Fee (each a “ Commitment Fee Period ”) shall be as follows:	

(i)	the first Commitment Fee Period shall commence on the date falling three (3) months after the date of this Agreement and end on the earlier of (x) the date falling three (3) months thereafter and (y) the date of the first Drawdown; and	

(ii)	each Commitment Fee Period other than the first Commitment Fee Period shall commence on the last day of the preceding Commitment Fee Period and end on the earlier of (x) the date falling three (3) months thereafter and (y) the date of the first Drawdown to occur after the date on which such Commitment Fee Period commences.	

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(c)	During each Commitment Fee Period, the Commitment Fee shall accrue on the Undrawn Amount from and including the first day of such Commitment Fee Period to but excluding the last day of the Commitment Fee Period, calculated on the basis of the actual number of days elapsed and a year of 360 days at the Commitment Fee Rate.	

(d)	The following definitions shall apply for the purposes of this Section 3.06:	

(i)	“Commitment Fee Rate” means, for each of the following periods, the rate set opposite such period:	

 	
 	 	
Period	Rate (Per Annum)	

From the date of this Agreement to the date falling three (3) months thereafter
	
0%	
From the date which is three (3) month
after the date of this Agreement to the date falling six (6) month after the date
of this Agreement
	0.15%	
From the date which is six (6) months after the date of this Agreement to
the date falling twelve (12) months
after the date of this Agreement
	0.25%	
From the date which is twelve (12) months after the date of this Agreement and thereafter	0.5%	

(ii)	“Undrawn Amount” means any undrawn amount for the Commitment as at the day before the last day of the Commitment Fee Period.	

Article 4.    Payment and Repayment.

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4.01	Interest.	

Interest at the applicable Interest Rate on each Loan shall be payable in arrears on each Interest Payment Date in relation to such Loan and shall be calculated on the basis of the actual number of days elapsed and a year of 360 days excluding the first day of the period during which it accrues but including the last.
 	 	
4.02	Repayment.	

The Borrower shall repay the full amount of the Loans to the Lender on the Repayment Date; provided , that the Lender may call or accelerate the Loans at any time in accordance with the provisions hereof.
 	 	
4.03	Prepayment.	

(a)	The Borrower shall be entitled to prepay the Loans in whole or part otherwise than as specifically provided in this Agreement, and no amount prepaid may be reborrowed.	

(b)	The Borrower may prepay the Loans in whole or in part in minimum amounts of Ten Million Dollars (US$10,000,000) and in integral multiples of One Million Dollars (US$1,000,000) on any Interest Payment Date upon the giving of thirty (30) days' prior written notice to the Lender. The notice of prepayment shall specify the amount to be prepaid and the date of prepayment (which shall be an Interest Payment Date). Such notice shall be effective only if received by the Lender and once it is received by the Lender it shall be irrevocable. In addition, once the date for any prepayment has been notified such date shall be deemed as the due date for the principal and the interest thereon to be paid.	

(c)	If any part of the Loans is prepaid under any provision of this Agreement (including this Section 4.03) for any reason, the Borrower shall pay such amounts prepaid, together with interest accrued thereon to the date of prepayment and all other fees or other amounts payable hereunder, together with such additional amounts as may be necessary to compensate the Lender for any costs or losses resulting from such prepayment.	

(d)	The Borrower shall pay to the Lender a prepayment fee calculated by the following formula: prepayment fee = Prepaid Principal Amount x prepayment fee rate (1.5%) x (Remaining Number of Days of the Loan Period/Loan Period).	

(e)	The following definitions shall apply to paragraph (d) above for the purpose of calculating prepayment fees:	

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(i)	“Prepaid Principal Amount” means the principal amount which is repaid prior to the due date;	

(ii)	“Remaining Number of Days of Loan Period” means the number of days from the day immediately following the prepayment date to the Repayment Date; and	

(iii)	“Loan Period” means the number of days from the date of the first Drawdown to the Repayment Date.	

4.04	Application of Payments.	

Notwithstanding anything herein to the contrary, all payments made to or collected by the Lender hereunder shall be applied by the Lender in the following order of priority: (1) to any costs, fees and expenses (including, without limitation, any prepayment fees) then due and payable, (2) to any default interest then due and payable, (3) to accrued interest then due and payable, (4) to principal then due and payable and (5) to any amount then due and payable to the Lender hereunder not otherwise listed in this Section.
 	 	
4.05	Banking Day.	

Whenever any payment or calculation is to be made on a day which is not a Banking Day, such payment or calculation may be made on the immediately succeeding Banking Day unless, with respect to payments, as a result thereof, such payment would be made in the next calendar month, in which case payment shall be made on the immediately preceding Banking Day. Any adjustment so made shall, as appropriate, be reflected in the computation of interest and other amounts due hereunder.
 	 	
4.06	Place of Payment.	

All sums payable to the Lender hereunder or under any document contemplated hereby, including but not limited to payments of principal, interest, fees and any costs or expenses, shall be payable during normal banking hours on the due date thereof at such place and/or to such account as the Lender may by notice to the Borrower instruct.
 	 	
4.07	Loan Account.	

The Lender shall open and maintain on its books a loan account in the Borrower's name showing the Advance, the Loans, repayment, prepayments, the computation and payment of interest and other amounts due and sums paid hereunder. Such loan account shall be conclusive and binding on the Borrower as to the amount at any time due from the Borrower, in the absence of any manifest error in computation.
 	 	
4.08	No Re-Borrowing.	

Any principal amount of the Loan repaid or prepaid shall reduce permanently the outstanding principal amount of the Loan and shall not become subject to a re-borrowing.

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Article 5.    Factory Mortgage of Factory and Machinery.
 	 	
5.01	Amendment to Factory Mortgage Agreement.	

The Borrower shall, not later than the date of the first Drawdown, amend the Factory Mortgage Agreement so as to increase the maximum secured amount to be secured by the Factory Mortgage thereunder to Four Hundred Eighty Million Dollars (US$480,000,000), and deliver to the Lender copies of all necessary documents required for the application of the increase of the maximum secured amount to be secured by the Factory Mortgage thereunder including, without limitation, written confirmation from the register’s office that the application as such has been filed. The Borrower shall complete the amendment registration of the Factory Mortgage pursuant to the amended Factory Mortgage Agreement immediately after the first Drawdown.
 	 	
5.02	Amendment to First Priority Factory Mortgage Agreement.	

The Borrower shall, not later than the date of the first Drawdown, amend the mortgage agreement dated April 4th 2007 and amended on May 24th 2010 (the “ First Priority Factory Mortgage Agreement ”) executed by and between the Borrower and Woori Bank so as to decrease the maximum secured amount to be secured by the mortgage under the First Priority Factory Mortgage Agreement to Three Hundred Forty Million Dollars (US$340,000,000) and complete the amendment registration of the mortgage thereunder pursuant to the amended First Priority Factory Mortgage Agreement, and deliver to the Lender a copy of the real estate registry showing that the amendment registration as such has been completed.

Article 6.    Yield Protection.
 	 	
6.01	Substitute Basis of Borrowing.	

(a)	If the Lender on any Interest Determination Date determines that (i) LIBOR cannot be determined as contemplated by the definition thereof in Article 1 or (ii) if the applicable LIBOR does not accurately reflect the cost to the Lender of making or maintaining the Loan during such Interest Period, the Lender shall so notify the Borrower.	

(b)	The Lender and the Borrower shall then enter into negotiations in good faith with a view to agreeing on an alternative mutually acceptable basis for funding the	

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Loan and for determining the interest rates from time to time applicable to the Loan (hereinafter referred to as the “Substitute Basis of Borrowing”). If at the expiry of thirty (30) days from the date of the notice, the Lender and the Borrower have agreed on such Substitute Basis of Borrowing, it shall be retroactive to and take effect from the beginning of the then current Interest Period.
 	 	
(c)	If at the expiry of thirty (30) days from the date of any such notice, no Substitute Basis of Borrowing has been agreed upon, then the rate of interest applicable to the Loan from the beginning of the then current Interest Period and thereafter shall be the rate equal to the aggregate of the Margin plus the per annum interest rate which shall be notified by the Lender to the Borrower as determined by the Lender;  provided , that the Borrower may prepay the Loan after thirty (30) days following the date of such notice together with interest accrued thereon at the rate which is the Margin plus the per annum interest rate which shall be notified by the Lender to the Borrower as representing the cost to the Lender of funding (whether in Dollars or any other currency) the Loan during such period.	

6.02	Taxes.	

(a)	Any and all payments made by the Borrower hereunder or under any instrument delivered hereunder shall be made free and clear of and without deduction for any present or future taxes, duties, levies, imposts, deductions, charges, or withholdings, and all liabilities with respect thereto, excluding taxes imposed on the net income of the Lender imposed by the jurisdiction of its incorporation or the location of the Lender and any political subdivisions thereof (all such non‑excluded taxes hereinafter referred to as “ Taxes ”). If the Borrower shall be required by law to make any such deduction from any payment hereunder, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.	

(b)	In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, any instrument delivered hereunder (hereinafter referred to as “ Other Taxes ”) except as specified in Section 3.05(b).	

(c)	The Borrower will indemnify the Lender for the full amount of Taxes or Other Taxes (including without limitation any Taxes or Other Taxes imposed by any	

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jurisdiction on amounts payable under this Section) paid by the Lender or any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally assessed. This indemnification shall be made within thirty (30) days from the date the Lender makes written demand therefore.
 	 	
(d)	Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 6.02(a) through (c) shall survive the payment in full of principal and interest hereunder and under any instrument delivered hereunder.	

(e)	If the Borrower shall be required to reimburse the Lender or make any payment under Sections 6.02(a) through (d) in respect of any Taxes or Other Taxes imposed by a law or regulation which comes into effect after the date of this Agreement, the Borrower shall be free at any time within thirty (30) days of the effectiveness of the requirement of such reimbursement or payment to prepay the Loan as provided in Section 6.05, subject to giving the Lender not less than five (5) Banking Days' notice thereof.	

6.03	Change of Law.	

Notwithstanding any other provision herein, in the event that any change in any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof shall make it unlawful for the Lender to (i) honor its Commitment or (ii) maintain the Loans, then the Commitment shall terminate and the Borrower shall forthwith, or within such longer period as may be allowed by such law, rule or regulation, prepay the Loans as provided in Section 6.05.
 	 	
6.04	Adversity Prepayment.	

If the Borrower shall exercise its right to prepay the Loan pursuant to Sections 6.01 or 6.02, or if the Borrower shall be required to prepay the Loan pursuant to Section 6.03, the Borrower shall pay such amounts, together with interest accrued thereon to the date of prepayment (computed on the Substitute Basis of Borrowing, if applicable, for the time it is in effect) and all other fees or other amounts payable hereunder, together with such additional amounts as may be necessary to compensate the Lender for any costs or losses resulting from such prepayment. Any such prepayment shall not relieve the Borrower from paying all other amounts payable under Sections 6.01, 6.02, or 6.03.
 	 	
6.05	Break Funding Compensation.	

For purposes of Sections 2.03, 4.03, 6.04, 10.16 and 11.04, the costs or losses of the Lender shall include, but shall not be limited to, (X) any costs or losses arising from the liquidation or re-employment of funds borrowed by the Lender to fund any Loan and (Y) any related costs and

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any other amount determined by the Lender with respect to the Lender’s losses or costs applicable to the prepayment of any Loan.
 	 	
6.06	Currency Indemnity.	

Dollars shall be the currency of account and of payment in respect of sums payable under this Agreement. If an amount is received in another currency, pursuant to a judgment or order in the liquidation of the Borrower or otherwise, the Borrower's obligations under this Agreement shall be discharged only to the extent that the Lender may purchase Dollars with such other currency in accordance with normal banking procedures upon receipt of such amount. If the amount in Dollars which may be so purchased, after deducting any costs of exchange and any other related costs, is less than the relevant sum payable under this Agreement, the Borrower shall indemnify the Lender against the shortfall. This indemnity shall be an obligation of the Borrower independent of and in addition to its other obligations under this Agreement and shall take effect notwithstanding any time or other concession granted to the Borrower or any judgment or order being obtained or the filing of any claim in the liquidation, dissolution or bankruptcy (or analogous process) of the Borrower.

Article 7.    Borrower's Representations and Warranties.

The Borrower represents and warrants to the Lender as follows:
 	 	
7.01	Status.	

(a)	The Borrower is a corporation, duly incorporated and validly existing under the laws of Korea.	

(b)	The Borrower has the power to own its assets and carry on its business as it is being conducted.	

7.02	Powers and Authority.	

The Borrower has the power to enter into and perform, and has taken all necessary action to authorize the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement.
 	 	
7.03	Legal Validity.	

The obligations expressed to be assumed by it in this Agreement constitute, or when this Agreement is executed in accordance with its terms will constitute, its legal, valid and binding obligations enforceable in accordance with their terms except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting enforcement of creditors’ rights generally.

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7.04	Non-conflict.	

The entry into and performance by it of, and the transactions contemplated by, this Agreement does not and will not:
 	 	
(a)	conflict with any law or regulation or judicial or official order which is normally applicable to the Borrower in transaction of the type contemplated in this Agreement;	

(b)	conflict with its Articles of Incorporation and any other constitutional documents, if any; or	

(c)	conflict with any material document which is binding upon it or any of its material assets.	

7.05	No Default.	

(a)	No Default is outstanding or might result from the making of any Loan.	

(b)	No other event is outstanding (and none would be outstanding as a result of the Borrower's execution of this Agreement or the exercise of its rights or performance of its obligations thereunder) which constitutes (or with the giving of notice, lapse of time, determination of materiality or the fulfillment of any other applicable condition or any combination of the foregoing, might constitute) a default under any material document which is binding on it or any of its material assets.	

7.06	Authorisations.	

All Authorisations required or desirable in connection with the entry into, performance, validity and enforceability of, admissibility in evidence in Korea of, and the transactions contemplated by, this Agreement have been obtained or effected and are in full force and effect.
 	 	
7.07	Accounts.	

The audited financial statements of the Borrower most recently delivered to the Lender (which, at the date of this Agreement, are the Original Financial Statements):
 	 	
(a)	have been prepared in accordance with Korean GAAP consistently applied; and	

(b)	fairly represent the financial condition of the Borrower as at the date to which they were drawn up,	

and there has been no material adverse change in the business, operations, property,

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condition (financial or otherwise), performance or prospects of the Borrower since the date to which those accounts were drawn up which could reasonably expected to have a Material Adverse Effect.
 	 	
7.08	Litigation.	

No litigation, arbitration or administrative proceedings are current or, to its knowledge, pending or threatened, which would reasonably be expected to have a Material Adverse Effect.
 	 	
7.09	No Immunity.	

(a)	The Borrower is subject to civil and commercial law with respect to its obligations under this Agreement.	

(b)	The entry into and performance of this Agreement by it constitute private and commercial acts.	

(c)	Neither it nor any of its assets enjoys any right of immunity from set-off, suit or execution in respect of its obligations under this Agreement (other than assets which cannot be the subject of an order for execution under Korean laws of general application).	

7.10	Taxes.	

(a)	Under existing laws and regulations, no Tax is or will be imposed on or by virtue of the execution or delivery of this Agreement or any other document or instrument to be executed or delivered under this Agreement or in connection with this Agreement or on any payment of principal or reimbursement of expenses under this Agreement, except that stamp duty of Three Hundred Fifty Thousand Won (350,000) will be payable on each original of this Agreement if executed in Korea.	

(b)	It has complied with all taxation laws in all jurisdictions in which it is subject to taxation and has paid all taxes due and payable by it, except that such non-compliance will not have a Material Adverse Effect; to the best of its knowledge no material claims are being asserted against it with respect to taxes.	

(c)	All amounts payable by the Borrower to the Lender under this Agreement may be made free and clear of, and without deduction for or on account of any taxes to the extent that the Lender is a bank or financial institution located in Korea.	

7.11	Enforceability.	

To ensure the enforceability or admissibility in evidence of this Agreement in Korea, it

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is not necessary that this Agreement or any other document be filed or recorded or that any tax be paid except that to ensure the admissibility in evidence of this Agreement in courts in Korea, it is necessary to submit a translation of this Agreement in Korean language.
 	 	
7.12	Pari Passu Ranking.	

Under the laws of all jurisdictions in which the Borrower has assets, any claims of the Lender against the Borrower hereunder rank and will rank at least pari passu with the claims of all other unsecured and unsubordinated creditors of the Borrower, except for those claims which are mandatorily preferred by law applicable to companies generally.
 	 	
7.13	Insolvency.	

The Borrower has not taken any corporate action and, to the best of the Borrower's knowledge, no other steps have been taken or legal proceedings have been started or threatened against it for its bankruptcy, winding-up, dissolution, administration, reorganization or its designation as a failure company (“ Bushiljinghoogieop ” under the Corporate Restructuring Promotion Act) or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of the Borrower or of any or all of the assets or revenues of the Borrower.
 	 	
7.14	Business of Borrower.	

The Borrower is in compliance in all respects with all laws and regulations affecting its business and operations, except that such non-compliance will not have a Material Adverse Effect.
 	 	
7.15	Information.	

(a)	All information (the “Information”) supplied by the Borrower or distributed on its behalf to the Lender from time to time are true and accurate in all material respects as at the date of supply.	

(b)	The Borrower did not omit to supply to the Lender prior to the execution of this Agreement any material information which, if disclosed, might adversely affect the decision of a person considering whether to enter into this Agreement.	

(c)	Nothing has occurred since the date of the supply of the Information which renders the Information untrue or misleading in any material respect and which, if disclosed, might adversely affect the decision of a person considering whether to enter into this Agreement.	

7.16	Security.	

No Security exists over or with respect to any of its assets, other than the Security

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permitted under Article 5 and Section 8.09.
 	 	
7.17	Shareholding of Borrower.	
    
On the date of this Agreement, the Guarantor directly or indirectly and beneficially owns one hundred percent (100%) of the total issued and paid up share capital of the Borrower.
 	 	
7.18	Times for Making Representations and Warranties.	

(a)	The representations and warranties set out in this Article 7 are made on the date of this Agreement.	

(b)	The Repeating Representations are deemed to be repeated by the Borrower on the date of each Drawdown and the first day of each Interest Period with reference to the facts and circumstances then existing.	

Article 8.    Covenants.
 	 	
8.01	Duration.	

The covenants in this Article 8 remain in force from the date of this Agreement for so long as any amount is or may be outstanding under this Agreement or the Commitment (or any part thereof) of the Lender is in force.
 	 	
8.02	Financial Information.	

The Borrower shall supply to the Lender:
 	 	
(a)	as soon as the same are available (and in any event within 120 days of the end of each of its financial years), the audited unconsolidated financial statements of the Borrower for that financial year; and	

(b)	as soon as the same are available (and in any event within 90 days of the end of first half of each of its financial years), the unaudited unconsolidated financial statements of the Borrower for that first-half.	

The Borrower shall ensure that each set of financial statements delivered by it pursuant to this Section 8.02 is:
 	 	
(i)	prepared on the same basis as was used in the preparation of the relevant Original Financial Statements and in accordance with Korean GAAP or K-IFRS and consistently applied; and	

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(ii)	certified by the Representative Director of the Borrower or a person authorized by the Representative Director of the Borrower as giving a true and fair view of the financial condition of the Borrower as at the end of the period to which those financial statements relate and of the results of the Borrower’s operations during such period.	

8.03	Information – Miscellaneous.	

The Borrower shall supply to the Lender:
 	 	
(a)	promptly upon becoming aware of them, details of any litigation, arbitration or administrative proceedings which are current, threatened and/or pending against the Borrower, and which would reasonably be expected to have a Material Adverse Effect; and	

(b)	promptly, such further information in the possession or control of the Borrower regarding the Borrower’s financial condition and operations as the Lender may reasonably request.	

8.04	Notification of Default.	

The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) as soon as reasonably practicable and in any event within three (3) Banking Days upon its occurrence.
 	 	
8.05	Certificates on No Default.	

The Borrower shall supply to the Lender:
 	 	
(a)	together with the financial statements specified in Section 8.02(a); and	

(b)	promptly at any other time, if the Lender so requests,	

a certificate executed by the Representative Director of the Borrower on its behalf certifying that no Default is outstanding or, if a Default is outstanding, specifying the Default and the steps, if any, being taken to remedy it.
 	 	
8.06	Inspection.	

The Borrower shall ensure that it shall permit the Lender, the Lender’s advisors and/or representatives to visit and inspect its books and records (and to take copies thereof) at the Lender’s expense upon the Lender’s prior notice:
 	 	
(a)	at any time if the Lender believes that a Default might have occurred; or	

(b)	at any other time as the Lender may reasonably require upon giving a fourteen (14) days prior written notice to the Borrower,	

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and shall cause its agents and employees to give full co-operation to such visitors/inspectors in connection with such visitation or inspection.
 	 	
8.07	Authorisations.	

The Borrower shall promptly:
 	 	
(a)	obtain, maintain and comply with the terms of; and	

(b)	supply certified copies to the Lender of,	

any Authorisation required under any law or regulation to enable it to perform its obligations under, or for the validity or enforceability of, or for the admissibility in evidence in Korea of, this Agreement.
 	 	
8.08	Pari Passu Ranking.	

The Borrower shall procure that its obligations under this Agreement do and will rank at least pari passu with all its other present and future unsecured and unsubordinated obligations, except for obligations which are mandatorily preferred by law applying to companies generally.
 	 	
8.09	Negative Pledge.	

The Borrower shall not, without obtaining prior written consent from the Lender, create, assume, incur or suffer to exist, or permit to be created, assumed, incurred or suffered to exist, any Security upon or with respect to its present or future properties or assets; except for Security (i) for taxes, assessments or government charges on its properties or assets, provided that the same shall not be delinquent or thereafter can be paid without penalty; (ii) imposed by law, such as carriers' liens, warehousemen's liens or mechanics' liens arising in the ordinary course of business in transactions not involving borrowed money or the advance of credit, provided that it shall take all reasonable steps to discharge such lien as soon as reasonably practicable; (iii) arising out of pledges or deposits under worker's compensation laws, unemployment insurance, old-age pensions, or other social security or retirement benefits or similar legislation; (iv) on properties or assets acquired after the date hereof, which Security has been in existence prior to such acquisition in the ordinary course of business; (v) existing on the date hereof and heretofore disclosed to the Lender in writing; (vi) created or to be created in connection with this Agreement; (vii) arising pursuant to securitization transaction entered into in the ordinary course of business; or (viii) in favor of the Lender; or (ix) to be created on the machineries to be added, from time to time, to the list of mortgaged properties in connection with the loan agreement dated March 20th 2012, June 18th 2012, March 11th 2013 and the First Priority Factory Mortgage Agreement, all of which were executed by and between the Borrower and Woori Bank.
 	 	
8.10	Disposals.	

(a)	The Borrower shall give a prior written notice to the Lender for selling, transferring, granting, or leasing or otherwise disposing of all or any substantial part of its assets, regardless of whether such disposal occurs in a	

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single transaction or in a series of transactions, whether related or not and whether voluntarily or involuntarily.
 	 	
(b)	Paragraph (a) does not apply to:	

(i)	disposals made in the ordinary course of business of the Borrower on an arm's length basis and at fair market value; or	

(ii)	disposals of assets in exchange for other assets comparable or superior as to type, value and quality.	

8.11	Change of Business.	

The Borrower shall procure that it shall give a prior written notice to the Lender for any substantial change it plans to make to the general nature or scope of its business from that carried on at the date of this Agreement.
 	 	
8.12	Mergers and Acquisitions.	

(a)	The Borrower shall not enter into any amalgamation, merger, demerger, consolidation or reconstruction without prior written notice to the Lender. For the avoidance of doubt, the acquisition by the Borrower of shares in any person (other than itself) shall not in itself be considered to be an amalgamation, merger, demerger, consolidation or reconstruction under this paragraph (a).	

 	 	
(b)	The Borrower shall not acquire any assets or business or make any investment, except in the ordinary course of its business and securitization of its assets; provided, however, that in any event the acquisition of such assets, business or investment or securitization, which may have a Material Adverse Effect, shall not be allowed.	

8.13	Insurance.	

The Borrower shall maintain insurance with financially sound and reputable insurers selected by the method used in normal business practice of the Borrower with respect to its assets of an insurable nature against such risks and in such amounts as are normally maintained by persons carrying on the same or similar business. The Borrower shall also maintain pledge of all of its rights, benefits and interests under such insurance to secure its obligations under this Agreement.
 	 	
8.14	Further Documents.	

The Borrower shall:
 	 	
(a)	execute all such other documents and instruments and provide the Lender with such evidence, certificates or other documents evidencing the use of the proceeds of the Drawdowns and do all such other acts and things as the Lender	

- 22 -

may reasonably require to carry out the transactions contemplated in the Loan Documents.
 	 	
(b)	update on an annual basis the list of machineries which shall be included in the Factory Mortgage under the Factory Mortgage Agreement, and supply the list to the Lender within fifteen (15) Banking Days since the update has been made.	

(c)	Immediately after the date of the first Drawdown, the Borrower must submit to the Lender real estate registry showing due amendment registration of the Factory Mortgage and the First Priority Factory Mortgage.	

8.15	Shareholding by Guarantor.	

The Borrower shall procure that the Guarantor at all times owns directly or indirectly and beneficially at least fifty one percent (51%) of the issued and paid up share capital of the Borrower.

Article 9.    Conditions Precedent.
 	 	
9.01	First Drawdown.	

(a)	The obligation of the Lender to permit the first Drawdown is subject to fulfillment, as determined solely by the Lender, of the conditions precedent that on or before five (5) Banking Days (or such shorter time period as the Lender may otherwise agree) prior to the date of such Drawdown the Lender shall have received in form and substance satisfactory to it the following documents:	

(i)	this Agreement, duly executed and delivered by the Borrower and the Lender;	

(ii)	a Notice of Drawdown as specified in Section 2.03;	

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(iii)	a duly executed certificate in the form of Exhibit B hereto and dated as of the date of the making of the Drawdown;	

(iv)	the Guarantee, duly executed and delivered by the Guarantor;	

(v)	the amended Factory Mortgage Agreement duly executed and delivered by the Borrower (as mortgagor) and the Lender (as mortgagee) which has the effect of increasing the maximum secured amount to be secured by the Factory Mortgage thereunder to Four Hundred Eighty Million Dollars (US$480,000,000);	

(vi)	a copy of the real estate registry showing that the amendment registration of the mortgage under the First Priority Factory Mortgage Agreement pursuant to the amended First Priority Factory Mortgage Agreement has been completed;	

(vii)	in relation to the Borrower:	

i.	a copy of each of the Articles of Incorporation and Korean commercial registry extracts of the Borrower;	

ii.	a copy of a resolution of the Board of Directors of the Borrower approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;	

iii.	a copy of a seal certificate of the representative director of the Borrower;	

iv.	a copy of power of attorney issued by the representative director of the Borrower, if applicable; and	

v.	the Original Financial Statements of the Borrower, if applicable;	

(viii)	in relation to the Guarantor:	

i.	a copy of the articles of incorporation of the Guarantor (or equivalent constituent document);	

ii.	a copy of the by-laws of the Guarantor;	

iii.	a copy of a good standing certificate of the Guarantor issued by the Secretary of the State of Delaware issued as of a recent date;	

iv.	a copy of a resolution of the Board of Directors of the Guarantor approving the terms of, and the transactions contemplated by, the	

- 24 -

Guarantee and resolving that it execute the Guarantee;
 	 	
v.	a copy of power of attorney issued by the president of the Guarantor, if applicable; and	

vi.	latest audited financial statements of the Guarantor, and if available, semi-annual unaudited financial statements;	

(ix)	the legal opinions of Shin & Kim, the Korean counsel to the Lender as to matters of Korean law in form and substance satisfactory to the Lender;	

(x)	the legal opinions of Greenberg Traurig, LLP, the US counsel to the Lender as to matters of US law in form and substance satisfactory to the Lender;	

(xi)	a copy of any other Authorisation or other document, opinion or assurance, if applicable, which the Lender reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by this Agreement or for the validity and enforceability of this Agreement;	

(xii)	evidence that the costs and expenses then due from the Borrower pursuant to Section 3.05 have been paid or will be paid by the due date for payment thereof, if applicable;	

(xiii)	the original of the notice and acknowledgement from the insurer in respect of the pledge of insurance pursuant to Section 8.13; and	

(xiv)	such other documents as the Lender may reasonably request.	

9.02	Subsequent Drawdowns.	

The obligation of the Lender to make available its Advance in respect of a Drawdown after the first Drawdown is subject to the fulfillment, as determined solely by the Lender and its counsel, of the following conditions precedent three (3) Banking Days (or such shorter period as the Lender may otherwise agree) prior to the date of such Drawdown (except as otherwise indicated below) and the continued fulfillment of such conditions on the date of such Drawdown:
 	 	
(a)	The conditions precedent set forth in Section 9.01 shall have been fulfilled and all documents and instruments delivered to the Lender pursuant thereto shall continue to be in full force and effect; and	

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(b)	The Lender shall have received (i) the notice of Drawdown as specified in Section 2.03 and (ii) such other documents as the Lender may reasonably request.	

9.03	Other Conditions Precedent.	

The obligations of the Lender as described in Sections 9.01 and 9.02 are also subject to the condition precedent that no Event of Default and no event which with the passage of time or the giving of notice or both would become an Event of Default shall have occurred and be continuing, and the representations and warranties made by the Obligor under any Loan Document shall have remained and then be true and correct as if also made on the date of the making of such Drawdown, and all legal matters in connection with this Agreement shall be satisfactory to the Lender and its counsel and no event as described in Sections 6.01 through 6.04 shall have occurred.

Article 10.    Events of Default.
 	 	
10.01	Events of Default.	

Each of the events set out in Sections 10.02 to 10.16 is an Event of Default (whether or not caused by any reason whatsoever outside the control of the Borrower or any other person).
 	 	
10.02	Non-payment.	

The Borrower fails to pay when due any sum payable by it under this Agreement at the place at and in the currency in which it is expressed to be payable unless (i) its failure to pay is caused by administrative or technical error; and (ii) payment is made within three (3) Banking Days of its due date.
 	 	
10.03	Breach of Other Obligations.	

The Obligor does not comply with any provision of the Loan Documents to which it is a party (other than those referred to in Section 10.02), and such non-compliance is not remedied within a period of fifteen (15) days after receipt by the Obligor of notice of such failure from the Lender
 	 	
10.04	Misrepresentation.	

Any representation, warranty or statement made or repeated in or in connection with the Loan Documents or in any document delivered by or on behalf of the Obligor under or in connection with any Loan Documents is incorrect or misleading in any material respect.
 	 	
10.05	Cross-default.	

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(a)	Any Financial Indebtedness of the Obligor is not paid when due;	

(b)	an event of default howsoever described (or any event which with the giving of notice, lapse of time, determination of materiality or fulfillment of any other applicable condition or any combination of the foregoing would constitute such an event of default) occurs under any document relating to Financial Indebtedness of the Obligor;	

(c)	any Financial Indebtedness of the Obligor is capable of becoming prematurely due and payable or is placed on demand as a result of an event of default (howsoever described) under any document relating to that Financial Indebtedness;	

(d)	any commitment for, or underwriting of, any Financial Indebtedness of the Obligor is cancelled or suspended as a result of an event of default (howsoever described) under any document relating to that Financial Indebtedness; or	

(e)	any Security securing Financial Indebtedness over any asset or assets of the Obligor becomes enforceable in respect of Financial Indebtedness,	

provided that the aggregate amount of such Financial Indebtedness that falls within any one or more of Sections 10.05(a) to (e) above is not less than (or the equivalent thereof in Dollars is not less than) Ten Million Dollars (US$ 10,000,000) in the case of the Borrower and the Guarantor.
 	 	
10.06	Insolvency.	

(a)	The Obligor is, or is deemed for the purposes of any law to be, unable to pay its debts as they fall due or insolvent, or admits inability to pay its debts as they fall due;	

(b)	The Obligor suspends making payments on all or any class of its debts or announces an intention to do so, or a moratorium is declared in respect of any of its indebtedness;	

(c)	by reason of financial difficulties, the Obligor begins negotiations with one or more of its creditors with a view to the readjustment or rescheduling of any of its indebtedness;	

(d)	a moratorium is declared in respect of any of the Obligor’s indebtedness; or	

(e)	any event which appears to correspond with or have an effect equivalent or similar to any of those mentioned in the above items	

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10.07	Insolvency Proceedings.	

(a)	Any step (including petition, proposal or convening a meeting) is taken with a view to a composition, assignment, arrangement with any creditors of the Obligor;	

(b)	a meeting of the creditors of the Obligor is convened for the purpose of considering any resolution for (or to petition for) its winding-up or for its administration or any such resolution is passed;	

(c)	any person presents a petition for the winding-up or for the administration of the Obligor;	

(d)	an order for the winding-up or administration of the Obligor is made;	

(e)	the Borrower is designated as a failing company(“Bushiljinghoogieop”) under the Corporate Restructuring Promotion Act of Korea; or	

(f)	any other step (including petition, proposal or convening a meeting) is taken with a view to the rehabilitation, administration, custodianship, liquidation, winding-up or dissolution of the Obligor, any other insolvency proceedings or analogous proceedings involving the Obligor.	

10.08	Appointment of Receivers and Managers .	

(a)	Any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like is appointed in respect of the Borrower or any part of the assets of the Obligor; or	

(b)	the directors of the Obligor request the appointment of a liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, administrative receiver, administrator or the like;	

(c)	any other steps are taken to enforce any Security over any part of the assets of the Obligor; or	

(d)	any event which appears to correspond with or have an effect equivalent or similar to any of those mentioned in the above items	

10.09	Failure to Comply with Final Judgment.	

The Obligor fails to comply with or pay any sum due from it under any final and non-appealable judgment or any final and non-appealable order made or given by any court of

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competent jurisdiction in an aggregate outstanding amount of Ten Million Dollars (US$ 10,000,000) (or the equivalent thereof) or more (in respect of any and all such judgments and orders).
 	 	
10.10	Creditors’ Process.	

Any attachment, sequestration, distress or execution affects any asset of the Obligor in respect of a sum of, or sums aggregating, an amount equal to five percent (5%) of the Obligor’s total assets as disclosed in its most recently published annual audited financial statements or more and is not discharged within thirty (30) days.
 	 	
10.11	Cessation of Business.	

The Obligor ceases, or threatens to cease, to carry on all or a substantial part of its business.
 	 	
10.12	Governmental Intervention.	

By or under the authority of any government:
 	 	
(a)	the management of the Obligor is wholly or substantially displaced or the authority of the Obligor in the conduct of its business is wholly or partially curtailed; or	

(b)	all or a majority of the shares of, common or participating preferred stock of or equity interest in the Obligor or the whole or any substantial part of its revenues or assets is seized, nationalized, expropriated or compulsorily acquired.	

10.13	Unlawfulness and Authorisations.	

(a)	It is or becomes unlawful for the Obligor to perform its obligations (or any of them) under the Loan Documents.	

(b)	Any Authorisation required by the Obligor (i) to execute and perform its obligations under the Loan Documents and/or (ii) to carry out its business, is not obtained or if previously obtained, ceases to be in full force and effect but only when it would result in a Material Adverse Effect.	

10.14	Material Adverse Change.	

Any event or series of events occurs which has a Material Adverse Effect.
 	 	
10.15	Shareholding by Guarantor.	

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The Guarantor ceases at any time to own directly or indirectly and beneficially at least fifty one percent (51%) of the total issued and paid up share capital of the Borrower without the prior written consent of the Lender.
 	 	
10.16	Acceleration.	

On and at any time after the occurrence of an Event of Default and continuance thereof, the Lender may, by notice to the Borrower:
 	 	
(a)	cancel the Lender’s Commitment whereupon the obligation of the Lender to permit the Drawdown shall immediately cease;	

(b)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued under this Agreement be immediately due and payable, whereupon they shall become immediately due and payable; and/or	

(c)	declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Lender,	

provided, that upon the occurrence of any event specified in Sections 10.06 to 10.10 (inclusive, for the avoidance of doubt), the principal of and accrued interest on the Loans and all other amounts then owed by the Borrower to the Lender shall automatically become immediately due and payable and the obligations of the Lender to make Advance shall immediately cease without any notice to the Borrower.

The Borrower shall also pay to the Lender on demand such additional amounts as may be necessary to compensate the Lender for any reasonable costs or losses resulting from such Event of Default. No waiver of any Event of Default shall constitute a waiver of any other or any succeeding Event of Default except to the extent provided in such waiver.

Article 11.    Miscellaneous.
 	 	
11.01	Term.	

The term of this Agreement shall commence on the date first set forth above and shall end on the date of termination of the Commitment hereunder or, if later, upon payment in full of all principal, interest and other sums payable by the Borrower hereunder. The representations and warranties of the Borrower set forth herein shall survive the making of the Loans and the indemnities of the Borrower contained herein shall survive repayment of the Loans.
 	 	
11.02	Entire Agreement.	

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This Agreement and the documents referred to herein constitute the entire obligation of the parties hereto with respect to the subject matter hereof and shall supersede any prior expressions of intent or understandings with respect to this transaction. Any amendment hereto shall be in writing, signed by or on behalf of both parties.
 	 	
11.03	Waiver; Cumulative Rights.	

The failure or delay of the Lender to require performance by the Borrower of any provision of this Agreement shall not affect its right to require performance of such provision unless and until such performance has been waived in writing by the Lender in accordance with the terms hereof. Each and every right granted to the Lender hereunder or under any other document or instrument delivered hereunder or in connection herewith, or allowed to it at law shall be cumulative and may be exercised in part or in whole from time to time.
 	 	
11.04	Assignment; Transfer and Participation.	

This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns. The Borrower may assign or transfer its rights or obligations hereunder with prior written consent of the Lender. The Lender may assign all or any part of its rights hereunder to any third party that is a reputable commercial bank in Korea with thirty (30) days prior written notice to the Borrower. The Lender may grant participations to any one or more reputable commercial banks or other reputable financial institutions in Korea in all or any part of the Advances and its rights and benefits related thereto under this Agreement with thirty (30) days prior written notice to the Borrower. The Borrower shall be free at any time within thirty (30) days after the notice of such assignment or participation to prepay the Loans as provided in Section 6.05, for the avoidance of doubt, without prepayment fee provided in Section 4.03(d) subject to giving the Lender not less than twenty (20) days' notice thereof. Upon any transfer or assignment by the Lender, the transferee or assignee shall be entitled to the benefit of the indemnities, tax reimbursements and rights of set‑off of the Lender pursuant to the provisions of this Agreement as fully as if a party hereto. The Borrower shall not be obligated to pay additional amount due to withholding tax gross-up or increased cost, if such additional amount is payable solely as a result of such assignment as of the date of such assignment.
 	 	
11.05	Indemnification.	

The Borrower agrees to indemnify and hold harmless the Lender from and against any and all losses, claims, damages and liabilities caused by any untrue or misleading statements made to the Lender or caused by any omission of a material fact necessary to make the statements so made not misleading.
 	 	
11.06	Governing Law and Jurisdiction.	

This Agreement shall be governed by and construed in accordance with the laws of

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Korea. Any litigation arising out of or in connection with this Agreement shall be brought in the courts having jurisdiction over the Lender's office in Seoul, Korea or in such other courts having valid jurisdiction as the Lender may elect, and by execution and delivery of this Agreement the Borrower generally and unconditionally submits to each such jurisdiction.
 	 	
11.07	Set‑Offs.	

To the extent permitted by law, on or after the occurrence of an Event of Default, the Lender shall have the right to apply amounts on deposit or account with the Lender, at its head office or at any branch, subsidiary or affiliate of its head office in reduction of amounts due hereunder.
 	 	
11.08	Notices.	

Any communication, demand or notice to be given hereunder shall be deemed to be duly given when delivered in writing or by mail or when sent by facsimile as follows:

 	 	
To the Borrower:	Amkor Technology Korea, Inc.	
 	151, Dong-il ro, Seongdong-gu, Seoul, Korea	
 	 	
 	Attention: Mr. Jeong, Kwang Yong	
 	Telephone: 02-460-6418	
 	Facsimile: 02-460-5780	
 	E-mail: kyjeong@amkor.co.kr	
 	 	
To the Lender:	The Korea Development Bank	
 	14 Eunhaeng-ro, Youngdeungpo-gu,	
 	Seoul 150-973, Korea	
 	Attention: Mr. Lee, Sang Joon	
 	Telephone: 02-787-5126	
 	Facsimile: 02-787-5191	
 	E-mail: wewish@kdb.co.kr	

or, to each party, at such other address as such party may designate by notice in writing to the other party. Notices delivered by hand shall be deemed received upon delivery; notices sent by postage prepaid registered mail shall be deemed received three (3) days after sending and notices sent by facsimile shall be effective at the time when the authenticity of the facsimile transmission is confirmed to the satisfaction of the receiver.

All notices, demands, requests, statements or other communications to be made or given by the Borrower hereunder shall be in the English language. Any documents required

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to be delivered pursuant to this Agreement which are not in the English language must be accompanied by a certified English language translation thereof and in the event of any conflict between the original of the document and the English language translation thereof, the English language translation shall prevail.
 	 	
11.09	Disclosure of Information.	

The Lender may make disclosure to any of its affiliates and any other person:
 	 	
(a)	to (or through) whom the Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement;	

(b)	with (or through) whom the Lender enters into (or may potentially enter into) any participation or sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower;	

(c)	who acquires or is proposing to acquire any interest in, or enters into or is proposing to enter into any merger, amalgamation or other similar arrangement with the Lender;	

(d)	who is any of the professional advisers or affiliates of the Lender;	

(e)	to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation,	

any information about the Borrower as the Lender shall consider appropriate only in connection with the transaction under this Agreement, in relation to Section 11.09(c) or 11.09(d) above, the Lender ensures that the person to whom the information is to be given has undertaken in writing that it shall keep such information confidential and may only disclose such information to another person on terms permitted under this Section 11.09 (as if the first-mentioned person were the Lender).
 	 	
11.10	Severability.	

If any one or more of the provisions contained in this Agreement or any document executed in connection herewith shall be invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
 	 	
11.11	Counterparts.	

This Agreement may be signed in any number of counterparts. Any single counterpart or a set of counterparts signed, in either case, by both parties hereto shall constitute a full and
original agreement for all purposes.

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SIGNATURE PAGES FOLLOW

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized signatories as of the day and year first written above.

Borrower:        
AMKOR TECHNOLOGY KOREA, INC.

By:
Name:
Title:

- 35 -

Lender:    
THE KOREA DEVELOPMENT BANK

By:
Name:
Title:

- 36 -

EXHIBIT A

NOTICE OF DRAWDOWN

Date:
 	 	
To:	The Korea Development Bank	
14 Eunhaeng-ro, Youngdeungpo-gu,
Seoul 150-973, Korea

Re:    Loan Agreement dated as of April 29, 2013 / Notice of Drawdown

Gentlemen:

Amkor Technology Korea, Inc. (the “Borrower”) hereby gives notice, in accordance with Section 2.03 of the loan agreement dated as of April 29, 2013 (the “Loan Agreement”), of the Borrower's intent to draw down thereunder and requests that a Drawdown be made on , 201  in the amount of US$   under the Loan Agreement. All sums advanced to the Borrower shall be transferred to Account no.  at  standing in the name of the Borrower.

The Borrower hereby certifies to you that as of the date of this notice:
 	 	
(1)	no Event of Default, and no event which with the giving of notice or the passing of time, or both, would constitute an Event of Default, has occurred;	

(2)	the representations and warranties contained in the Loan Agreement remain true and correct as of the date of this notice; and	

(3)	all applicable conditions precedent specified in Sections 9.01, 9.02 and 9.03 of the Loan Agreement have been satisfied.	

The terms used herein have the meanings ascribed to them in the Loan Agreement.

AMKOR TECHNOLOGY KOREA, INC.

By:
Name :
Title:

EXHIBIT B

(Letterhead of the Borrower)

The Korea Development Bank
14 Eunhaeng-ro, Youngdeungpo-gu,
Seoul 150-973, 
Korea

Certificate

Gentlemen:

Amkor Technology Korea, Inc. (the “Borrower”) does hereby certify that:
 	 	
1.	as of the date hereof no event has occurred which constitutes or which with the giving of notice or the passing of time, or both, would constitute, an Event of Default under the loan agreement (the “Loan Agreement”) dated as of April 29, 2013, between the Borrower and The Korea Development Bank as the Lender;	

2.	all the representations and warranties of the Borrower contained in the Loan Agreement remain true and correct as of the date hereof;	

3.	all of the covenants of the Borrower set forth in the Loan Agreement have been fully met and performed as of the date hereof; and	

4.	all of the conditions precedent for this Drawdown required under the Loan Agreement have been met as of the date hereof and all documents heretofore delivered as conditions precedent continue in full force and effect.	

IN WITNESS WHEREOF, Amkor Technology Korea, Inc. has executed this certificate thisday of ______, 2013.

AMKOR TECHNOLOGY KOREA, INC.

By:
Name:
Title:

APPENDIX I

FORM OF GUARANTEE

Date:    April 29, 2013

 	
 	
Joint and several guarantor: Amkor Technology, Inc. (signature)
                        Name:
                        Title:
Address: 1900 South Price Road, Chandler, Arizona 85286, U.S.A.	

Reference is made to a certain loan agreement (the “Loan Agreement”) dated April 29, 2013 and made between (1) Amkor Technology Korea, Inc., as borrower (the “Borrower”) and (2) the Korea Development Bank as lender (the “Lender”), pursuant to which the Lender has agreed to make available to the Borrower a transferable term loan facility in an aggregate principal amount of up to one hundred fifty million US Dollars (US$150,000,000.00) upon the terms and conditions set out therein.

In this Guarantee, unless the context requires otherwise, the terms and expressions defined in the Loan Agreement shall have the same meanings when used in this Guarantee.

The joint and several guarantor (the “Guarantor”) hereby (i) agrees that it will be responsible jointly and severally with the Borrower for any and all obligations owed as of now or to be owed hereinafter by the Borrower to the Lender to the extent set forth in Article 1, (ii) approves that the performance of this guarantee obligation shall be subject to each provision of the Loan Agreement and other transaction agreements as set forth herein and (iii) acknowledges and agrees to each of the following terms:

Article 1.    Contents of Guaranteed Obligations

The Guarantor hereby undertakes the guarantee pursuant to the terms set forth below:

(1)    Borrower’s name:     Amkor Technology Korea, Inc.
Representative Director, Joo-Ho Kim
Borrower’s address:     100, Amkor-ro, Buk-gu, Gwangju, Korea

(2)    Scope of obligations guaranteed

The Guarantor hereby agrees to guarantee the obligations (including interest, default interest, and any other ancillary obligations) as set forth below:

any and all sums (whether principal, interest, default interest, fees or otherwise) which are or at any time may become payable by the Borrower (whether or not enforceable against the Borrower) under the Loan Agreement and all other monies

hereby secured (including, without limitation, any and all indemnification and reimbursement amounts payable by the Guarantor under this Guarantee) (the “Secured Indebtedness”)

Article 2.    Governing Law and Jurisdiction

2.1    This Guarantee shall be governed by and construed in accordance with the laws of Korea.

2.2    The Guarantor agrees that any legal action or proceeding arising out of or relating to this Guarantee may be brought in the Seoul Central District Court in Seoul, Korea and irrevocably submits to the non-exclusive jurisdiction of such court. The Guarantor hereby irrevocably waives any objection it may have now or in the future to the laying of venue in the aforesaid jurisdiction for any legal action or proceeding arising out of or relating to this Guarantee or the rights or obligations of the parties hereunder, and irrevocably waives, in connection with such legal action or proceeding, any plea or claim that the action or proceeding has been brought in an inconvenient forum. The foregoing, however, shall not limit the rights of the Lender to bring any legal action or proceeding or to obtain execution of judgment in any other jurisdiction. In any such legal action or proceeding brought by the Lender, the Guarantor shall not assert any counterclaims (other than compulsory counterclaims). THE LENDER AND THE GUARANTOR HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY LEGAL ACTION OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE RELATING TO THIS GUARANTEE, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

Article 3.    Restrictions on Set-off

The Guarantor shall not act against the Lender by setting off the Secured Indebtedness against any of the Borrower’s or Guarantor’s deposit at and/or other claims/rights with respect to the Lender before such Secured Indebtedness becomes due or before the Guarantor must perform its/his/her guarantee obligation as a result of pre-payment being required under the Loan Agreement.

Article 4.    Relationship with Other Security • Guarantee Agreements

The obligations of the Guarantor herein contained shall be in addition to and not in substitution for any other guarantee or security which the Lender may now or hereafter hold in respect of the Secured Indebtedness.

Article 5.    Change • Termination • Cancellation of Security, Etc.

The Lender may change, release, terminate or cancel other security or guarantees as it may deem necessary, and such change, release, termination or cancellation shall have no effect whatsoever on this Guarantee. .

Article 6.    Incorporation of the Loan Agreement

The following provisions of the Loan Agreement shall be incorporated into this Guarantee mutatis mutandis as if set out in full herein and form part of this Agreement, but as if references to the Borrower were references to the Guarantor, references to this Agreement were references to this Guarantee, references to the Loans were references to the Guarantor’s obligations under this Guarantee, references to hereunder were references to under this Guarantee, references to hereto were references to this Guarantee and references to hereby were references to by this Guarantee : Section 3.04 (Default Interest), Section 3.05(a) (Cost and Expenses), Section 4.04 (Application of Payments), Section 4.05 (Banking Day), Section 4.06 (Place of Payment), Section 6.02 (a) through (d) (Taxes), Section 6.06 (Currency Indemnity), Section 11.04 (Assignment; Transfer and Participation), Section 11.05 (Indemnification) and Section 11.07 (Set-Offs).

Article 7.    Notices

7.1    Each notice, demand or other communication to be given or made under this Guarantee shall be in writing and delivered to the party being notified at its address or fax number set out below (or such other address or fax number as such party has by five (5) days' prior written notice specified to the other party):

To Guarantor:	Amkor Techonology Inc.	
 	1900 South Price Road, Chandler AZ, USA 85286	
 	Tel: 1-480-821-5000(ex 7888)	
 	Fax: 1-480-821-6971	
 	Attention: Ms. Erin.Tucker	
 	Email: Erin.Tucker@amkor.com	
 	 	
To Lender:	The Korea Development Bank	
 	14 Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973, Korea	
 	Tel: +822-787-5126	
 	Fax: +822-787-5191	
 	Attention: Mr. Lee, Sang Joon	
 	Email: wewish@kdb.co.kr	
    
7.2    Any notice, demand or other communication so addressed shall be deemed to have been delivered (i) if given or made by letter, when actually delivered to the relevant address or, as the case may be, seven (7) days after being sent by prepaid post (by airmail if to another country), (ii) if given or made by fax, when dispatched with a simultaneous confirmation of transmission stating that the correct number of pages has been sent and that such transmission is error free (or equivalent), or (iii) in the case of an internationally recognized overnight courier service, one (1) Banking Day after delivery to such courier service, provided that any notice, demand or other communication to be made or delivered to the Lender shall be effective only when actually received by the Lender and provided, further, that, if such day is not a working day in the place to which it is sent, such notice, demand or other communication shall be deemed delivered on the next following working day at such place.

[Translation]

 	 	 	 	 	 	
 	 	Department Head	Team Manager	Team Member	 	

Amendment to Kun-Mortgage Agreement
(Increase of Maximum Credit Amount)

Kun-Mortgagee:    The Korea Development Bank
Debtor:        Amkor Technology Korea, Inc.
Kun-Mortgagor:    Amkor Technology Korea, Inc.

Whereas the above mentioned parties entered into the Kun-Mortgage Agreement (the “ Agreement ”) dated  July 2, 2012 on the properties described in the attachment and completed the following registrations of kun-mortgage submitted to the Registration Division of the  Seoul Eastern District Court  under the submission No.  39384  on  July 4, 2012 :

Incheon District Court, Geyang Registration Division 31399;
Incheon District Court, Northern Incheon Registration Division 42847; and
Gwangju District Court Registration Office 131319;

The said parties hereby agree to amend the terms of the Agreement as follows by an agreement between the parties:

Maximum Credit Amount:    USD 480,000,000.

Each provision of the existing Agreement shall apply mutatis mutandis to this Amendment to Kun-Mortgage Agreement.

4. 29, 2013

 	 	 	
Creditor & Mortgagee:	The Korea Development Bank	 	
Address:	16-3, Yoido-dong, Youngdeungpo-gu, Seoul	 	
Proxy:	Hyung-Jong Kim	 	
 	(Handling Branch: Head Office Corporate Finance Department 1)	 	
 	 	 	
Debtor:	Amkor Technology Korea, Inc. (seal)	 	
Address:	100, Amkor-ro, Buk-gu, Gwangju	 	
 	Representative Director Joo-Ho Kim	 	
 	 	Seal	
Mortgagor:	Amkor Technology Korea, Inc. (seal)	Compared by:	
Address:	100, Amkor-ro, Buk-gu, Gwangju	 	
 	Representative Director Joo-Ho Kim	 	

Guarantee

Date:    April 29, 2013

 	
 	
Joint and several guarantor: Amkor Technology, Inc. (signature)
                        Name:
                        Title:
Address: 1900 South Price Road, Chandler, Arizona 85286, U.S.A.	

Reference is made to a certain loan agreement (the “Loan Agreement”) dated April 29, 2013 and made between (1) Amkor Technology Korea, Inc., as borrower (the “Borrower”) and (2) the Korea Development Bank as lender (the “Lender”), pursuant to which the Lender has agreed to make available to the Borrower a transferable term loan facility in an aggregate principal amount of up to one hundred fifty million US Dollars (US$150,000,000.00) upon the terms and conditions set out therein.

In this Guarantee, unless the context requires otherwise, the terms and expressions defined in the Loan Agreement shall have the same meanings when used in this Guarantee.

The joint and several guarantor (the “Guarantor”) hereby (i) agrees that it will be responsible jointly and severally with the Borrower for any and all obligations owed as of now or to be owed hereinafter by the Borrower to the Lender to the extent set forth in Article 1, (ii) approves that the performance of this guarantee obligation shall be subject to each provision of the Loan Agreement and other transaction agreements as set forth herein and (iii) acknowledges and agrees to each of the following terms:

Article 1.    Contents of Guaranteed Obligations

The Guarantor hereby undertakes the guarantee pursuant to the terms set forth below:

(1)

Borrower’s name:	Amkor Technology Korea, Inc.	
 	Representative Director, Joo-Ho Kim	
Borrower’s address:	100, Amkor-ro, Buk-gu, Gwangju, Korea	

(2)    Scope of obligations guaranteed

The Guarantor hereby agrees to guarantee the obligations (including interest, default interest, and any other ancillary obligations) as set forth below:

any and all sums (whether principal, interest, default interest, fees or otherwise) which are or at any time may become payable by the Borrower (whether or not enforceable against the Borrower) under the Loan Agreement and all other monies hereby secured

1
Korea Development Bank

(including, without limitation, any and all indemnification and reimbursement amounts payable by the Guarantor under this Guarantee) (the “Secured Indebtedness”)

Article 2.    Governing Law and Jurisdiction

2.1    This Guarantee shall be governed by and construed in accordance with the laws of Korea.

2.2    The Guarantor agrees that any legal action or proceeding arising out of or relating to this Guarantee may be brought in the Seoul Central District Court in Seoul, Korea and irrevocably submits to the non-exclusive jurisdiction of such court. The Guarantor hereby irrevocably waives any objection it may have now or in the future to the laying of venue in the aforesaid jurisdiction for any legal action or proceeding arising out of or relating to this Guarantee or the rights or obligations of the parties hereunder, and irrevocably waives, in connection with such legal action or proceeding, any plea or claim that the action or proceeding has been brought in an inconvenient forum. The foregoing, however, shall not limit the rights of the Lender to bring any legal action or proceeding or to obtain execution of judgment in any other jurisdiction. In any such legal action or proceeding brought by the Lender, the Guarantor shall not assert any counterclaims (other than compulsory counterclaims). THE LENDER AND THE GUARANTOR HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL WITH RESPECT TO ANY LEGAL ACTION OR OTHER PROCEEDING ARISING OUT OF ANY DISPUTE RELATING TO THIS GUARANTEE, ANY RIGHTS OR OBLIGATIONS HEREUNDER, OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.

Article 3.    Restrictions on Set-off

The Guarantor shall not act against the Lender by setting off the Secured Indebtedness against any of the Borrower’s or Guarantor’s deposit at and/or other claims/rights with respect to the Lender before such Secured Indebtedness becomes due or before the Guarantor must perform its/his/her guarantee obligation as a result of pre-payment being required under the Loan Agreement.

Article 4.    Relationship with Other Security • Guarantee Agreements

The obligations of the Guarantor herein contained shall be in addition to and not in substitution for any other guarantee or security which the Lender may now or hereafter hold in respect of the Secured Indebtedness.

Article 5.    Change • Termination • Cancellation of Security, Etc.

The Lender may change, release, terminate or cancel other security or guarantees as it may deem necessary, and such change, release, termination or cancellation shall have no effect whatsoever on this Guarantee. .

2
Korea Development Bank

Article 6.    Incorporation of the Loan Agreement

The following provisions of the Loan Agreement shall be incorporated into this Guarantee mutatis mutandis as if set out in full herein and form part of this Agreement, but as if references to the Borrower were references to the Guarantor, references to this Agreement were references to this Guarantee, references to the Loans were references to the Guarantor’s obligations under this Guarantee, references to hereunder were references to under this Guarantee, references to hereto were references to this Guarantee and references to hereby were references to by this Guarantee : Section 3.04 (Default Interest), Section 3.05(a) (Cost and Expenses), Section 4.04 (Application of Payments), Section 4.05 (Banking Day), Section 4.06 (Place of Payment), Section 6.02 (a) through (d) (Taxes), Section 6.06 (Currency Indemnity), Section 11.04 (Assignment; Transfer and Participation), Section 11.05 (Indemnification) and Section 11.07 (Set-Offs).

Article 7.    Notices

7.1    Each notice, demand or other communication to be given or made under this Guarantee shall be in writing and delivered to the party being notified at its address or fax number set out below (or such other address or fax number as such party has by five (5) days' prior written notice specified to the other party):

To Guarantor:    Amkor Techonology Inc.
1900 South Price Road, Chandler AZ, USA 85286
Tel: 1-480-821-5000(ex 7888)
Fax: 1-480-821-6971
Attention: Ms. Erin. Tucker
Email: Erin.Tucker@amkor.com

To Lender:    The Korean Development Bank
14 Eunhaeng-ro, Youngdeungpo-gu, Seoul 150-973 Korea
Tel: +822-787-5126
Fax: +822-787-5191
Attention: Mr. Lee, Sang Joon
Email: wewish@kdb.co.kr

7.2    Any notice, demand or other communication so addressed shall be deemed to have been delivered (i) if given or made by letter, when actually delivered to the relevant address or, as the case may be, seven (7) days after being sent by prepaid post (by airmail if to another country), (ii) if given or made by fax, when dispatched with a simultaneous confirmation of transmission stating that the correct number of pages has been sent and that such transmission is error free (or equivalent), or (iii) in the case of an internationally recognized overnight courier service, one (1) Banking Day after delivery to such courier service, provided that any notice, demand or other communication to be made or delivered to the Lender shall be effective only when actually received by the Lender and provided, further, that, if such day is not a working day in the place to which it is sent, such notice, demand or other communication shall be deemed delivered on the next following working day at such place.

3
Korea Development Bank

 	
 	
The Bank shall explain the material contents of this Agreement to the Mortgagor and shall deliver to the Mortgagor a copy of the general terms and conditions for credit transactions and a copy of this Agreement.	

 	
 	 	 	 	
Prepared by	Reviewed by	Approved by	

 	 	 	 	

KUN-MORTGAGE

AMENDMENT AGREEMENT TO KUN-MORTGAGE AGREEMENT
(For Changes of Kun-Mortgage Amount)

 	
* Please enter the appropriate information in your own handwriting in the spaces within the thick rectangles provided.
* This amendment agreement is not required to be registered and becomes effective upon a mutual agreement by and among parties.	

April 19, 2013

 	 	 	
Creditor & Mortgagee:	Woori Bank                              (seal)	Seal Collation	
Address:	 	 	
Obligor:	Amkor Technology Korea, Inc.             (seal)
Representative Director & CEO Joo-Ho Kim	 	
Address:	280-8, 2-ga, Seongsoo-dong, Seongdong-gu, Seoul	Seal Collation	
Mortgagor:	Amkor Technology Korea, Inc. (seal)
Representative Director & CEO Joo-Ho Kim	 	
Address:	280-8, 2-ga, Seongsoo-dong, Seongdong-gu, Seoul	 	

TheKun Mortgage Amount covered by the kun-mortgage established by and among the above parties shall be changed as follows:

Kun Mortgage Amount

Kun Mortgage Amount after Change:
USD Three Hundred Ninety (390) Million to USD Three Hundred Forty (340) Million

Specifications of Existing Kun-Mortgage

 	 	 	 	
1. Kun-Mortgage Agreement	Kun-Mortgage Agreement dated April 4, 2007	 	
2. Details of Joint Mortgages	Registration	Registry Office of Gwangjoo District Court, April 5, 2007, No. 60992	 	
 	Properties	957, Daechon-dong, Buk-gu, Gwangjoo	 	 	
 	Priority	1st priority	 	 	 	
 	Owner	Amkor Technology Korea, Inc.	 	 	 	 	
 	Registration	Registry Office of Incheon District Court, April 5, 2007, No. 28081	 	 	 	 	 	
 	Properties	419-1, Cheongcheon-dong, Boopyoung-gu, Incheon	 	 	 	 	 	 	
 	Priority	1st priority	 	 	 	 	 	 	 	
 	Owner	Amkor Technology Korea, Inc.	 	 	 	 	 	 	 	 	
 	Registration	Registry Office of Seoul Eastern District Court, April 5, 2007, No. 24197	 	 	 	 	 	 	 	 	 	
 	Properties	280, 2-ga, Seongsoo-dong, Seongdong-gu, Seoul and others	 	 	 	 	 	 	 	 	 	 	
 	Priority	1st priority	 	 	 	 	 	 	 	 	 	 	 	
 	Owner	Amkor Technology Korea, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	
 	Registration	Registry Office of Incheon District Court, April 5, 2007, No. 21924	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Properties	516-1, Hyosung-dong, Gyeyang-gu, Incheon and others	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Priority	1st priority	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	Owner	Amkor Technology Korea, Inc.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	

AMKOR TECHNOLOGY KOREA, INC.

______________________    
Title: Representative Director
Name: Joo-Ho Kim

WOORI BANK

______________________
Title: Manager
Name: Shin-Heung Kim

Exhibit 31.1
SECTION 302 CERTIFICATION
I, Stephen D. Kelley, certify that:
 	 	
1.	I have reviewed this Quarterly Report on Form 10-Q of Amkor Technology, Inc.;	
 	 	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 	 	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 	 	
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 	 	
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	 	
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 	 	
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 	 	
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 	 	
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 	 	
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 	 	
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.	

 	 	
 	/s/ Stephen D. Kelley	
 	Stephen D. Kelley	
 	President and Chief Executive Officer	
August 2, 2013 

Exhibit 31.2
SECTION 302 CERTIFICATION
I, Joanne Solomon, certify that:
 	 	
1.	I have reviewed this Quarterly Report on Form 10-Q of Amkor Technology, Inc.;	
 	 	
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	
 	 	
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	
 	 	
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	
 	 	
a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	
 	 	
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	
 	 	
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	
 	 	
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	
 	 	
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	
 	 	
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	
 	 	
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.	

 	 	
 	/s/ Joanne Solomon	
 	Joanne Solomon	
 	Executive Vice President and
Chief Financial Officer	
August 2, 2013 

Exhibit 32

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Amkor Technology, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Stephen D. Kelley, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	/s/ Stephen D. Kelley	
 	Stephen D. Kelley	
 	President and Chief Executive Officer	
August 2, 2013 
In connection with the Quarterly Report of Amkor Technology, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joanne Solomon, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 	/s/ Joanne Solomon	
 	Joanne Solomon	
 	Executive Vice President and
Chief Financial Officer	
August 2, 2013