Overview

Amkor is one of the world's leading providers of outsourced semiconductor
packaging and test services. Our financial goal is profitable sales growth. To
achieve this goal, we are focused on leveraging our leadership position in
services for advanced technologies, optimizing utilization of existing assets,
broadening our customer base and selectively growing our scale and scope through
strategic investments.

We are an industry leader in developing and commercializing advanced packaging
and test technologies. We believe these advanced technology solutions provide
substantial value to our customers, particularly in the mobile communications
market, where growth generally outpaces the overall semiconductor industry.
Advanced packages are now the preferred choice in both the high-end and the
mid-range segments of the smartphone market, which together account for a high
portion of mobile phone semiconductor value. The demand for advanced packages is
also being driven by second-wave mobile device customers, who are transitioning
out of wirebond into wafer-level and flip chip packages. Interest in advanced
packages for automotive applications is growing as well, largely due to new,
data-intensive applications, which require increased pin count and performance.
We believe that our technology leadership and this technology transition create
significant growth opportunities for us.

We typically look for opportunities in the advanced packaging and test areas
where we can generate reasonably quick returns on investments made for customers
seeking leading edge technologies. We also focus on developing a second wave of
customers to fill the capacity that becomes available when leading edge
customers transition to newer packaging and test equipment and platforms. In
addition, we are seeking to add new customers and to deepen our engagement with
existing customers. This includes an expanded emphasis on the automotive and
industrial end market where semiconductor content continues to grow and in the
analog area for our mainstream wirebond technologies.

From time to time, we identify attractive opportunities to grow our customer
base and broaden the markets we serve through expansion of our operations, joint
ventures, acquisitions and other strategic investments. For example, we have
recently announced plans to expand our operations to Vietnam through the
construction of a new factory. We believe that taking advantage of these
opportunities helps to diversify our revenue streams, improve our profits,
broaden our portfolio of services and maintain our technological leadership.

As a supplier in the semiconductor industry, our business is cyclical and
impacted by broad economic factors. Historical trends indicate there has been a
strong correlation between worldwide gross domestic product levels, consumer
spending and semiconductor industry cycles. The semiconductor industry has
experienced significant and sometimes prolonged cyclical upturns and downturns
in the past. We cannot predict the timing, strength or duration of any
correction, economic slowdown or subsequent economic recovery.

The full effect of the ongoing Covid-19 pandemic is unknown, and there remains
uncertainty related to the prolonged impact that the Covid-19 pandemic will have
on the global economy, the semiconductor industry and our business, results of
operations and financial condition. In March 2022, the Chinese government, as
part of a broad effort to mitigate a rising number of Covid-19 cases in
Shanghai, mandated a temporary lockdown of our Shanghai factory. Although we
anticipate that our Shanghai facility will return to normal operating levels
during the second quarter, we do not expect our regular seasonal trend of higher
net sales for the second quarter compared to the first quarter to hold in the
current year. Additionally, other national, regional and local governments have
implemented, and may continue to implement, restrictions to mitigate the spread
of Covid-19, the emergence of new variants or the re-emergence of Covid-19 in
jurisdictions in which we, our customers and our suppliers operate, and such
restrictions may materially and adversely impact our operations and the
operations of our customers and suppliers. We also remain subject to
industry-wide supply constraints and inflationary price pressures, which have
resulted in long lead times, rising prices and supply chain disruptions, and we
expect these industry constraints and external pressures to persist throughout
2022. For additional information regarding the potential impact of macroeconomic
factors, the Covid-19 pandemic and other risks on our business, results of
operations and financial condition, please refer to the "Risk Factors" section
in Part II, Item 1A.

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 firm customer commitments. We fund our
operations, including capital expenditures and


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debt service requirements, with cash flows from operations, existing cash and
cash equivalents, short-term investments, 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 considerations, the performance of our business, our capital
expenditure levels, our ability to repay debt out of our operating cash flows or
proceeds from debt or equity financings and our investment strategy. As of March
31, 2022, we had cash and cash equivalents and short-term investments of $854.8
million and $307.0 million, respectively.

Our net sales, gross profit, operating income, cash flows, liquidity and capital
resources have historically fluctuated significantly from quarter to quarter due
to many factors, including the seasonality of our business, the cyclical nature
of the semiconductor industry and other factors discussed in the "Risk Factors"
section in Part II, Item 1A of this Form 10-Q.

Financial Summary



Our net sales increased $270.7 million, or 20.4%, to $1,596.8 million for the
three months ended March 31, 2022, compared to $1,326.2 million for the three
months ended March 31, 2021. The increase was attributable to higher sales of
advanced products primarily in the communications and computing end markets.

Gross margin for the three months ended March 31, 2022 increased to 20.4%,
compared to 20.0% for the three months ended March 31, 2021. The increase in
gross margin was primarily due to the increase in net sales and high factory
utilization, partially offset by an increase in the mix of products sold with
higher material content.

Operating income margin expanded 230 basis points to 13.2% for the three months
ended March 31, 2022 from 10.9% for the three months ended March 31, 2021. The
increase in our operating income margin was primarily due to our increase in net
sales and expansion in gross margin discussed above along with disciplined cost
control and a decrease in research and development expenses due to projects that
moved into production.

Our capital expenditures totaled $158.2 million for the three months ended March
31, 2022, compared to $110.4 million for the three months ended March 31, 2021.
Our spending was primarily focused on investments in advanced packaging and test
equipment.

Net cash provided by operating activities was $166.2 million for the three months ended March 31, 2022, compared to $176.8 million for the three months ended March 31, 2021. This decrease was primarily due to changes in working capital, partially offset by higher net sales and operating profit.

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 March 31,
                                                    2022                       2021
Net sales                                                        100.0  %     100.0  %
Materials                                                         46.7  %      43.2  %
Labor                                                             11.5  %      13.8  %
Other manufacturing costs                                         21.4  %      23.0  %
Gross margin                                                      20.4  %      20.0  %
Operating income                                                  13.2  %      10.9  %
Net income attributable to Amkor                                  10.7  %       9.0  %




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Net Sales

                          For the Three Months Ended March 31,
                    2022                2021                  Change
                           (In thousands, except percentages)
Net sales   $    1,596,816          $ 1,326,150      $ 270,666        20.4  %


The $270.7 million increase in net sales for the three months ended March 31,
2022 compared to the three months ended March 31, 2021 was due to higher sales
of advanced products primarily in the communications and computing markets.
Sales in the communications end market represented 43% of the increase, driven
primarily by the further adoption of 5G smartphones. The increase in the
computing end market, which represented 29% of the increase, is primarily due to
the shift in cloud computing needs.

Gross Profit and Gross Margin



                        For the Three Months Ended March 31,
                     2022                     2021          Change
                         (In thousands, except percentages)
Gross profit   $    325,330               $ 265,534       $ 59,796
Gross margin           20.4   %                20.0  %         0.4  %


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, there tends to be a strong relationship between our revenue
levels and gross margin. Accordingly, relatively modest increases or decreases
in revenue can have a significant effect on margin and on labor and other
manufacturing costs as a percentage of revenue, depending upon product mix,
utilization and seasonality. We have expanded our business in advanced
system-in-package ("SiP") modules, which tend to have higher material costs when
compared to our other products. As we continue to increase production of these
higher material cost modules, there could be an impact on our profitability,
depending on overall utilization.

Gross profit and gross margin increased for the three months ended March 31,
2022 compared to the three months ended March 31, 2021, primarily due to the
increase in net sales and high factory utilization, partially offset by an
increase in the mix of products sold with higher material content.

Selling, General and Administrative



                                                                       For 

the Three Months Ended March 31,


                                                             2022                 2021                     Change
                                                                        (In thousands, except percentages)
Selling, general and administrative                    $       76,959          $ 76,768          $  191              0.2  %


Selling, general and administrative expenses have remained consistent between
the three months ended March 31, 2022 and the three months ended March 31, 2021.

Research and Development

                                          For the Three Months Ended March 31,
                                      2022                  2021               Change
                                           (In thousands, except percentages)
Research and development   $      38,363                 $ 44,318      $ (5,955)      (13.4) %


Research and development activities are focused on developing new packaging and
test services and improving the efficiency and capabilities of our existing
production processes. The costs related to our technology and product
development projects are included in research and development expense until the
project moves into production. Once production begins, the costs relating to
production become part of the cost of sales, including ongoing depreciation for
the equipment previously held for research and development activities. Research
and development expenses for the three


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months ended March 31, 2022 decreased compared to the three months ended March
31, 2021 due to projects that moved into production, partially offset by new
development projects in advanced packaging technologies, primarily advanced SiP
modules.

Other Income and Expense

                                                                     For

the Three Months Ended March 31,


                                                          2022                2021                      Change
                                                                      (In thousands, except percentages)
Interest expense                                    $      14,148          $ 12,673          $  1,475              11.6  %
Interest income                                              (603)             (279)             (324)               >100%
Foreign currency (gain) loss, net                          (4,301)              619            (4,920)             >(100)%
Loss on debt retirement                                        97                 -                97                100 %
Other (income) expense, net                                  (289)             (251)              (38)             15.1  %
Total other expense, net                            $       9,052          $ 12,762          $ (3,710)            (29.1) %

Interest expense increased for the three months ended March 31, 2022 compared to the three months ended March 31, 2021, primarily due to the increase in our average outstanding debt throughout the period.

The changes in foreign currency (gain) loss, net for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 were due to foreign currency exchange rate movements, mainly the Japanese yen, and the associated impact on our net monetary exposure at our foreign subsidiaries.



Income Tax Expense

                              For the Three Months Ended March 31,
                                2022                   2021         Change
                                         (In thousands)
Income tax expense   $      29,728                  $ 11,667      $ 18,061


Income tax expense, which includes foreign withholding taxes and minimum taxes,
reflects the applicable tax rates in effect in the various countries where our
income is earned and is subject to volatility depending on the relative mix of
earnings in each location. Income tax expense increased for the three months
ended March 31, 2022 compared to the three months ended March 31, 2021,
primarily due to the increase in income before tax.

During the three months ended March 31, 2022 and 2021, our subsidiaries in Korea
and Singapore operated under various tax holidays. The tax holiday granted in
the Philippines expired in December 2021. As these tax holidays expire, income
earned in these jurisdictions will be subject to higher statutory income tax
rates, which may cause our effective tax rate to increase.

Liquidity



We assess our liquidity based on our current expectations regarding sales and
operating expenses, capital spending, dividend payments, stock repurchases, debt
service requirements and other funding needs. Based on this assessment, we
believe that our cash flow from operating activities, together with existing
cash and cash equivalents, short-term investments and availability under our
credit facilities, will be sufficient to fund our working capital, capital
expenditures, dividend payments, debt service and other financial requirements
for at least the next twelve months.

Our liquidity is affected by, among other factors, volatility in the global
economy and credit markets, the performance of our business, our capital
expenditure levels, other uses of our cash including any dividends and purchases
of stock under any stock repurchase program, any acquisitions, joint ventures or
other investments and our ability to either repay debt out of operating cash
flow or refinance it at or prior to maturity with the proceeds from debt or
equity offerings. There can be no assurance that we will generate the necessary
net income or operating cash flows, or be able to borrow sufficient funds, to
meet the funding needs of our business beyond the next twelve months due to a
variety of factors,


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including the cyclical nature of the semiconductor industry and other factors discussed in Part II, Item 1A of this Form 10-Q.



Our primary source of cash and the source of funds for our operations are cash
flows from operations, current cash and cash equivalents, short-term
investments, borrowings under available credit facilities and proceeds from any
additional debt or equity financings. Please refer to Note 7 and Note 11 to our
Consolidated Financial Statements in Part 1, Item 1 of this Form 10-Q for
additional information on our investments and borrowings, respectively.

As of March 31, 2022, we had cash and cash equivalents and short-term
investments of $1,161.8 million. Included in our cash and short-term investments
balances as of March 31, 2022, is $996.0 million held offshore by our foreign
subsidiaries. We have the ability to access cash held offshore by our foreign
subsidiaries primarily through the repayment of intercompany debt obligations.
If we were to distribute this offshore cash to the U.S. as dividends from our
foreign subsidiaries, the dividends generally would not be subject to U.S.
federal income tax, but the distributions may be subject to foreign withholding
and state income taxes.

As of March 31, 2022, our net liability associated with unrecognized tax benefits is $37.7 million. Due to the uncertainty regarding the amount and 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.



For certain accounts receivable, we use non-recourse factoring arrangements with
third-party financial institutions to manage our working capital and cash flows.
Under these arrangements, we sell receivables to a financial institution for
cash at a discount to the face amount. Available capacity under these
arrangements is dependent on the level of our trade accounts receivable eligible
to be sold, the financial institutions' willingness to purchase such receivables
and the limits provided by the financial institutions. These factoring
arrangements can be reduced or eliminated at any time due to market conditions
and changes in the credit worthiness of customers. For the three months ended
March 31, 2022 and 2021, we sold accounts receivable totaling $92.2 million and
$106.3 million, respectively, net of discounts and fees of $0.2 million for each
period.

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 firm customer commitments.

The availability under the 2022 Singapore Revolver is limited to a base amount
equal to $250.0 million plus a variable amount equal to 37.5% of our
consolidated accounts receivable balance. As of March 31, 2022, we had
availability of $600.0 million and no outstanding standby letters of credit. As
of March 31, 2022, our foreign subsidiaries had $645.0 million available for
future borrowings under revolving credit facilities, including the 2022
Singapore Revolver, and $70.1 million available to be borrowed under term loan
credit facilities for working capital purposes and capital expenditures. For
additional information regarding the 2022 Singapore Revolver, please refer to
Note 11 to our Consolidated Financial Statements in Part 1, Item 1 of this Form
10-Q.

As of March 31, 2022, we had debt of $1,244.1 million, with $156.7 million
payable within 12 months. As of March 31, 2022, the interest payment
obligations, based on stated coupon rates for fixed rate debt and interest rates
applicable at March 31, 2022 for variable rate debt, were $232.3 million during
the remaining term of the debt. Interest payment obligations payable within 12
months is $47.4 million. We were in compliance with all debt covenants as of
March 31, 2022, and we expect to remain in compliance with these covenants for
at least the next twelve months. For additional information regarding our debt
arrangements, please refer to Note 11 to our Consolidated Financial Statements
in Part 1, Item 1 of this Form 10-Q.

Certain of our debt agreements have restrictions on dividend payments and the
repurchase of stock and subordinated securities. These restrictions are
determined in part by our covenant compliance and on calculations based upon
cumulative net income and do not currently have a material impact on our ability
to make dividend payments or stock repurchases.

The debt of ATI is structurally subordinated in right of payment to all existing
and future debt and other liabilities of our subsidiaries. From time to time,
ATI, ATT, AATT and ATSH guarantee certain debt of our subsidiaries.

In order to reduce our debt and future cash interest payments, we may from time
to time repurchase or redeem our outstanding notes for cash or exchange shares
of our common stock for our outstanding notes. Any such transaction may


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be made in the open market, through privately negotiated transactions or otherwise and would be subject to the terms of our indentures and other debt agreements, market conditions and other factors.



Our subsidiary in Korea maintains an unfunded severance plan that covers certain
employees that were employed prior to August 1, 2015. As of March 31, 2022, the
severance liability was $70.3 million, with $8.5 million payable within 12
months. Accrued severance benefits are estimated assuming all eligible employees
were to terminate their employment at the balance sheet date. For service
periods subsequent to August 1, 2015, employees participate in either a defined
benefit pension plan or a defined contribution pension plan. From time to time,
we may offer employees the option to convert from the severance plan to the
defined contribution plan, which would require us to fund the converted portion
of the liability. In addition, as of March 31, 2022, we had foreign pension plan
obligations of $54.0 million, for which the timing and actual amount of impact
on our future cash flow is uncertain. For additional information regarding our
pension and severance plans, please refer to Note 12 to our Consolidated
Financial Statements in Part 1, Item 1 of this Form 10-Q and in Note 12 to the
2021 Form 10-K.

We lease certain machinery and equipment, office space, and manufacturing
facilities. As of March 31, 2022, our total remaining operating lease
obligations and finance lease obligations were $170.5 million and $89.7 million,
respectively, with $75.6 million and $36.7 million payable within 12 months,
respectively. The lease obligations represent our future minimum lease payments
including interest payments.

We had off-balance sheet purchase obligations for capital expenditures,
long-term supply contracts and other contractual commitments. As of March 31,
2022, the purchase obligations were $470.3 million, with $434.0 million payable
within 12 months.

During the three months ended March 31, 2022, we paid total quarterly cash
dividends of $12.2 million. We currently anticipate that we will continue to pay
quarterly cash dividends in the future. However, the payment, amount and timing
of future dividends remain within the discretion of our Board of Directors and
will depend upon our results of operations, financial condition, cash
requirements, debt restrictions and other factors.

Our Board of Directors previously adopted a stock repurchase program (the "Stock
Repurchase Program") authorizing the repurchase of up to $300.0 million of our
common stock, exclusive of any fees, commissions or other expenses. Under 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, the current market
price of our stock, applicable legal requirements and other factors. We have not
purchased any stock under the Stock Repurchase Program since 2012. At March 31,
2022, approximately $91.6 million was available to repurchase common stock
pursuant to the Stock Repurchase Program.

Capital Resources



We make significant capital expenditures in order to service the demand of our
customers, which are primarily focused on investments in advanced packaging and
test equipment. During the three months ended March 31, 2022, our capital
expenditures totaled $158.2 million.

We expect that our 2022 capital expenditures will be approximately $950 million,
approximately $100 million of which we expect to spend on construction of our
new Vietnam factory. Ultimately, the amount of our 2022 capital expenditures
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, equipment lead times and the availability of cash
flows from operations or financing.

In addition, we are subject to risks associated with our capital expenditures,
including those discussed in the "Risk Factors" section in Part II, Item 1A of
this Form 10-Q under the caption "Capital Expenditures - 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."


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Cash Flows

Net cash provided by (used in) operating, investing and financing activities for the three months ended March 31, 2022 and 2021, was as follows:



                               For the Three Months Ended March 31,
                                        2022                        2021
                                          (In thousands)
Operating activities   $          166,178                        $ 176,788
Investing activities             (240,009)                        (164,372)
Financing activities              109,236                          (49,444)


Operating activities:  Our cash flow provided by operating activities for the
three months ended March 31, 2022 decreased by $10.6 million compared to the
three months ended March 31, 2021, primarily due to changes in working capital,
partially offset by higher net sales and operating profit.

Investing activities:  Our cash flow used in investing activities for the three
months ended March 31, 2022 increased by $75.6 million compared to the three
months ended March 31, 2021, primarily due to increased purchases of property,
plant, and equipment and increased net payments for investment activities.
Payments for property, plant and equipment can fluctuate based on timing of
purchase, receipt and acceptance of equipment.

Financing activities:  The net cash provided by financing activities for the
three months ended March 31, 2022 was primarily due to a borrowing in Korea,
offset by net debt repayments in Japan and the payment of our quarterly
dividends. The net cash used in financing activities for the three months ended
March 31, 2021 was primarily due to net debt repayments in Japan and the payment
of our quarterly dividends.

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 payments for property, plant
and equipment, plus proceeds from the sale of and insurance recovery for
property, plant and equipment, if applicable. 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,
our ability to fund capital expenditures and our ability to pay dividends and
the amount of dividends to be paid. 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 Three Months Ended March 31,
                                                                       2022                     2021
                                                                             (In thousands)
Net cash provided by operating activities                      $          166,178          $    176,788
Payments for property, plant and equipment                               (158,154)             (110,351)
Proceeds from sale of property, plant and equipment                           416                   547
Free cash flow                                                 $            

8,440 $ 66,984

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