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Amkor

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FY2023 Annual Report · Amkor
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2023
Commission File Number 000-29472

Amkor Technology, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

23-1722724
(I.R.S. Employer Identification Number)

2045 East Innovation Circle
Tempe, AZ 85284
(Address of principal executive offices and zip code)
(480) 821-5000
(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Common Stock, $0.001 par value

Trading Symbol
AMKR

Name of Each Exchange on Which Registered
The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ☑     No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ☐     No ☑

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,  as  amended,  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 such filing requirements for the past 90 days.  Yes ☑     No ☐

Indicate  by  check  mark  whether  the  registrant  has  submitted  electronically  every  Interactive  Data  File  required  to  be  submitted  pursuant  to  Rule  405  of  Regulation  S-T  during  the  preceding
12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☑     No ☐
Indicate  by  check  mark  whether  the  registrant  is  a  large  accelerated  filer,  an  accelerated  filer,  a  non-accelerated  filer,  a  smaller  reporting  company  or  an  emerging  growth  company.  See the
definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer  ☐

Smaller reporting company 

☐

Emerging growth company

☐

If  an  emerging  growth  company,  indicate  by  check  mark  if  the  registrant  has  elected  not  to  use  the  extended  transition  period  for  complying  with  any  new  or  revised  financial  accounting
standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive
officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐     No ☑

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2023, based upon the closing price of the common stock as reported
by the Nasdaq Global Select Market on that date, was approximately $3,067 million.

The number of shares outstanding of each of the issuer’s classes of common equity, as of February 9, 2024, was as follows: 245,892,019 shares of Common Stock, $0.001 par value.

Portions of the registrant’s Proxy Statement relating to its 2024 Annual Meeting of Stockholders, to be filed subsequently, are incorporated by reference into Part III of this Report where
indicated.

DOCUMENTS INCORPORATED BY REFERENCE:

Table of Contents

TABLE OF CONTENTS

PART I

Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures

PART II

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

PART III

Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services

Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.

Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.

Item 10.
Item 11.
Item 12.
Item 13.
Item 14.

Item 15.
Item 16.

Exhibits and Financial Statement Schedules
Form 10-K Summary

PART IV

Forward-Looking Statements

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All references to “Amkor,” “we,” “us,” “our” or the “Company” in this Annual Report on Form 10-K (this “Form 10-K”) are to Amkor Technology, Inc.
and  its  subsidiaries.  We  refer  to  the  Republic  of  Korea,  which  is  also  commonly  known  as  South  Korea,  as  “Korea.”  Amounts  preceded  by  ¥  are  in
Japanese  yen  and  ₩  are  in  Korean  won.  Amkor ,  Amkor  Technology ,  MicroLeadFrame ,  and  SWIFT ,  among  others,  are  trademarks  of  Amkor
Technology, Inc. All other trademarks appearing herein are held by their respective owners. Subsequent use of the above trademarks in this Form 10-K may
occur without the respective superscript symbol ( and 
) in order to facilitate the readability of this Form 10-K and are not a waiver of any rights that may
be associated with the relevant trademarks.

TM

® 

®

®

®

®

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This Form 10-K 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 2024, (2) our ability to fund our operating activities and financial requirements for
the  next  twelve  months,  (3)  the  effect  of  changes  in  revenue  levels  and  capacity  utilization  on  our  gross  margin,  (4)  the  impact  of  health  conditions  or
pandemics, such as the Covid-19 pandemic, on our operations, financial results and supply chain, (5) the focus of our research and development activities,
(6)  the  anticipated  impact  of  tax  law  changes  in  the  jurisdictions  in  which  we  operate,  (7)  the  grant  and  expiration  of  conditional  reduced  tax  rates  in
jurisdictions  in  which  we  operate  and  expectations  regarding  our  effective  tax  rate  and  the  availability  of  tax  incentives,  (8)  the  creation  or  release  of
valuation allowances related to taxes in the future, (9) our repurchase or repayment of outstanding debt, (10) payment of dividends, (11) compliance with
restrictive covenants in the indentures and agreements governing our current and future indebtedness, (12) expected contributions to foreign pension plans
and potential future conversion of our unfunded severance plan in Korea to a defined contribution plan, (13) liability for unrecognized tax benefits and the
potential  impact  of  our  unrecognized  tax  benefits  on  our  effective  tax  rate,  (14)  the  effect  of  foreign  currency  exchange  rate  exposure  on  our  financial
results, (15) the volatility of the trading price of our common stock, (16) changes to our internal controls related to integration of acquired operations and
implementation  of  an  enterprise  resource  planning  system,  (17)  our  efforts  to  enlarge  our  customer  base  in  certain  geographic  areas  and  markets,  (18)
demand  for  advanced  packages  in  mobile  and  automotive  devices  and  our  technology  leadership  and  potential  growth  in  the  communications  and
automotive and industrial end markets, (19) projects to install or integrate new information technology systems or upgrade our existing systems, (20) our
expected  revenue  recognition,  (21)  the  anticipated  schedule  for  and  benefits  from  our  new  manufacturing  facility  in  Bac  Ninh,  Vietnam  (the  “Vietnam
Facility”), (22) the effects of business, economic, political, legal and regulatory impacts, conflicts or natural disasters on our global operations, (23) the
impact  of  rising  interest  rates  on  our  investment  portfolio  and  (24)  other  statements  that  are  not  historical  facts.  You  are  cautioned  not  to  place  undue
reliance on forward-looking statements, which are often characterized by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential,” “continue,” or “intend,” by the negative of these terms or other comparable terminology or by discussions
of  strategy,  plans  or  intentions.  All  forward-looking  statements  in  this  Form  10-K  are  made  based  on  our  current  expectations,  forecasts,  estimates  and
assumptions. Because such statements include risks and uncertainties, actual results may differ materially from those anticipated in such forward-looking
statements as a result of various factors, including those set forth in Part I, Item 1A and other sections of this Form 10-K and from time to time in our other
reports  filed  with  or  furnished  to  the  Securities  and  Exchange  Commission  (“SEC”).  You  should  carefully  consider  the  trends,  risks  and  uncertainties
described in this Form 10-K and other reports filed with or furnished to the SEC before making any investment decision with respect to our securities. If
any  of  these  trends,  risks  or  uncertainties  continues  or  occurs,  our  business,  financial  condition  or  operating  results  could  be  materially  and  adversely
affected, the trading prices of our securities could decline and you could lose part or all of your investment. All forward-looking statements attributable to
us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement. We assume no obligation to review or update any
forward-looking statements to reflect events or circumstances occurring after the date of this Form 10-K except as may be required by applicable law.

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Item 1.

Business

OVERVIEW

PART I

Amkor  is  one  of  the  world’s  leading  providers  of  outsourced  semiconductor  packaging  and  test  services.  Amkor  was  a  pioneer  in  the  outsourcing  of
semiconductor packaging and test services, and over the years we have built a leading position by:

• Designing and developing innovative packaging and test technologies focused on advanced packaging solutions in high growth markets, including

artificial intelligence;

•

•

•

•

•

Building expertise in high-volume manufacturing processes and developing a reputation for high quality and solid execution;

Cultivating long-standing relationships with our customers, which include many of the world’s leading semiconductor companies;

Collaborating with customers, foundries, original equipment manufacturers (“OEMs”) and equipment and material suppliers;

Focusing on strategic end markets that offer solid growth potential;

Providing a geographically diverse operating base with manufacturing facilities in multiple countries across Asia and in Europe; and

• Developing a competitive cost structure through disciplined capital investment.

Our packaging and test services are designed to meet application and chip-specific requirements, including: the required type of interconnect technology;
size; thickness; and electrical, mechanical and thermal performance. We provide turnkey packaging and test services including semiconductor wafer bump,
wafer probe, wafer back-grind, package design, packaging, system-level and final test and drop shipment services. Our customers use us for one or more of
these services.

We provide our services to integrated device manufacturers (“IDMs”), “fabless” semiconductor companies, OEMs and contract foundries. IDMs generally
design,  manufacture,  package  and  test  semiconductors  in  their  own  facilities.  However,  the  availability  of  technologically  advanced  outsourced
manufacturing services has encouraged IDMs to outsource a portion of their manufacturing. By offering a broad package portfolio, Amkor allows IDMs to
outsource packaging and test services and focus their investments on core competencies such as silicon fabrication. Fabless semiconductor companies do
not have factories. They  focus  exclusively  on  semiconductor  design  and  outsource  virtually  every  step  of  the  manufacturing  process,  utilizing  contract
foundries  to  manufacture  their  semiconductors  in  wafer  form  and  companies  such  as  Amkor  for  their  packaging  and  test  needs.  Some  companies  will
engage  a  contract  foundry  to  manage  the  complete  semiconductor  manufacturing  process,  and,  in  turn,  the  contract  foundry  will  outsource  some  of  its
packaging and test needs.

INDUSTRY BACKGROUND

Semiconductor  devices  are  essential  building  blocks  used  in  most  electronic  products.  As  electronic  and  semiconductor  devices  have  evolved,  several
important  trends  have  emerged  that  have  fueled  the  growth  of  the  overall  semiconductor  industry,  as  well  as  the  market  for  outsourced  semiconductor
packaging and test services. These trends include:

• Adoption of artificial intelligence applications within data centers and edge devices such as smartphones, autonomous vehicles and consumer and

industrial devices.

• Growing  demand  for  mobile  and  connected  devices,  including  the  worldwide  adoption  of  smartphones,  tablets  and  other  Internet-of-Things

(“IoT”) devices that can access the internet and provide multimedia capabilities.

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• An increase in the semiconductor content within electronic products to provide greater functionality and higher levels of performance.

•

•

The expansion of 5G infrastructure and 5G enabled devices.

The  proliferation  of  semiconductor  devices  into  well-established  end  products  such  as  automotive  systems  for  automation  and  driver  assist,
electrification and infotainment systems.

• An increase in mobility and connectivity capabilities, driving demand for new broadband wired and wireless networking equipment.

• Digitalization, driving expansion of data generation and storage.

•

•

•

The adoption of heterogeneous integration (diverse dies positioned close to each other within the same package) to reduce cost, improve yields
and deliver required performance in data center computing, artificial intelligence and similar end uses.

The  growth  of  advanced  system-in-package  (“SiP”)  modules  (combining  multiple  semiconductor  and  other  electronic  components  in  a  single
package) to meet the demand for miniaturization and higher functionality at competitive cost.

The  increase  in  digital  format  in  our  environment,  from  sensors  for  automobiles  (e.g.,  pressure,  radar,  LiDAR  and  image  recognition),  mobile
devices (e.g., 3D motion, temperature, acceleration and imaging), and IoT (e.g., in-home sensing from temperature to weather and wearables).

As a supplier in the semiconductor industry, our business is cyclical and impacted by broad economic factors, such as worldwide gross domestic product
and consumer spending. With the exception of 2020, when the Covid-19 pandemic caused worldwide gross domestic product levels to decline during a
period  of  strong  growth  in  the  semiconductor  industry,  there  has  generally  been  a  strong  correlation  between  worldwide  gross  domestic  product  levels,
consumer spending and semiconductor industry cycles. We believe that the general semiconductor market is currently going through a cyclical correction.
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, recession or subsequent economic recovery.

Outsourcing Trends in Semiconductor Manufacturing

Semiconductor companies outsource their packaging and test needs to service providers such as Amkor for the following reasons:

Packaging and test service providers have developed expertise in advanced technologies.

The increasing demands for miniaturization, greater functionality, lower power consumption and improved thermal and electrical performance are driving
the continuous development of semiconductor packaging and test technologies that are more sophisticated, complex, capital intensive and customized. This
trend  has  led  many  semiconductor  companies  and  OEMs  to  view  packaging  and  test  as  enabling  technologies  requiring  the  technological  innovation
expertise  found  in  the  leading  outsourced  assembly  and  test  companies.  At  the  same  time,  these  companies  are  often  looking  to  reduce  their  internal
manufacturing  and  research  and  development  costs  for  packaging  and  test  solutions.  As  a  result,  many  of  these  companies  are  increasingly  relying  on
packaging and test service providers as key sources for new package designs and advanced interconnect technologies.

Packaging and test service providers can facilitate a more efficient supply chain and help shorten time-to-market for new products.

We believe that semiconductor companies, together with their customers, are seeking to shorten the time-to-market for new products and that an efficient
supply  chain  is  a  critical  factor  in  facilitating  timely  and  successful  product  introductions.  Packaging  and  test  service  providers  have  the  resources  and
expertise to timely develop and implement new packaging technology in high volume. For this reason, semiconductor companies and OEMs are leveraging
the capabilities of outsourced packaging and test service providers to bring new high quality products to market more quickly.

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High  quality  packaging  and  test  service  providers  enable  semiconductor  manufacturers  to  focus  their  resources  on  semiconductor  design  and  wafer
fabrication.

As semiconductor process technology migrates to larger wafers and smaller feature sizes, the cost of building a state-of-the-art wafer fabrication factory has
risen significantly. The high cost of investing in next generation silicon technology and equipment is causing many semiconductor companies to adopt or
maintain a “fabless” or “fab-lite” strategy to reduce or eliminate their investment in wafer fabrication and associated packaging and test operations. As a
result, these companies are increasing their reliance on outsourced providers of semiconductor manufacturing services, including high quality packaging
and test solutions.

Packaging and test service providers offer a cost-effective solution in a cyclical, capital intensive industry.

The  semiconductor  industry  is  cyclical  by  nature  and  impacted  by  broad  economic  factors,  such  as  changes  in  worldwide  gross  domestic  product  and
consumer  spending.  Semiconductor  packaging  and  test  are  complex  processes  requiring  substantial  investment  in  specialized  equipment,  factories  and
human  capital.  As  a  result  of  this  cyclicality  and  the  large  investments  required,  manufacturing  facilities  must  operate  at  consistently  high  levels  of
utilization to be cost-effective. Shorter product life cycles, coupled with the need to update or replace packaging and test equipment to accommodate new
package types, make it more difficult for IDMs to maintain cost-effective utilization of their packaging and test assets throughout semiconductor industry
cycles. Packaging  and  test  service  providers,  on  the  other  hand,  can  typically  use  their  assets  to  support  a  broad  range  of  customers  and  multiple  end
markets, potentially generating more efficient use of their production assets and a more cost-effective solution.

STRATEGY AND COMPETITIVE STRENGTHS

Strategy

Amkor is a leader in advanced packaging technology in the outsourced assembly and test market. Growth in the semiconductor industry is being driven
primarily  by  advanced  packaging  within  the  industry  secular  growth  markets  of  5G,  automotive,  high-performance  computing  (“HPC”)  and  IoT.  We
believe Amkor is well positioned in each of these end markets.

• Within  our  communications  end  market,  we  have  a  strong  position  across  multiple  device  functionalities  within  premium  and  high  tier
smartphones. We are collaborating with industry leaders as smartphones transition to 5G and drive semiconductor growth through the adoption of
new wireless standards, integration of a broad range of applications, enhanced features, and higher performance requirements to support increased
data processing. The trend to greater functionality drives miniaturization and cost reduction enabled by advanced packaging.

•

•

•

Increasing semiconductor content in automobiles is driving increased demand for advanced packaging to enable the proliferation of safety features
such  as  advanced  driver  assistance  systems  (“ADAS”)  and  radar  and  digital  cockpit  features  such  as  infotainment  displays  and  telematics.
Increasing battery voltage, higher voltage power converters, onboard chargers, automotive inverter components and microcontrollers also require
innovative power packaging solutions.

Increased data traffic requiring higher networking speed and storage, as well as computing power increases in HPC, artificial intelligence, data
centers, cloud computing, PCs and laptops, are driving demand for more semiconductors and advanced packaging in the computing end market.

The  IoT  wearables  within  our  consumer  end  market  are  evolving  in  multiple  applications,  such  as  hearables,  watches,  health  trackers  and
augmented  reality  and  virtual  reality  devices.  Integration  of  multiple  functions  into  small  form  factors,  such  as  processors,  sensors  and
connectivity devices, depends on innovation in advanced packaging.

Our primary financial objective is profitable sales growth. We believe that we will continue to achieve that goal and create long-term shareholder value by
building on our strength in advanced packaging and executing on the following strategies.

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Leverage Our Leadership in Services for Advanced Technologies

We are an industry leader in developing and commercializing advanced packaging and test technologies, which we believe provide substantial value to our
customers.

With  approximately  950  employees,  as  of  December  31,  2023,  engaged  in  research  and  development  for  new  semiconductor  packaging  and  test
technologies, we are a technology leader in areas such as 2.5D, advanced flip chip, fine pitch bumping, wafer-level processing, advanced SiPs and power
modules.

We  work  closely  with  our  customers  to  develop  cost-effective  leading-edge  packages  for  the  next  generation  of  devices.  These  include  integrated
technologies  such  as  advanced  SiP,  wafer-level  fan-out  (“WLFO”),  Silicon  Wafer  Integrated  Fan-out  Technology  (“SWIFT”),  High  Density  Fan-Out
(“HDFO”) and redistribution layer (“RDL”) solutions which enable very thin, very small products that combine application processors, memory, baseband
and other peripheral integrated circuits (“ICs”). Our advanced packages may utilize Through Silicon Via (“TSV”) interconnects and silicon interposers,
which enable the integration of high-performance chips such as high bandwidth memory and graphics processors into a single package, such as 2.5D. In
addition,  we  co-develop  with  customers  high  power  modules  incorporating  gallium  nitride  (“GaN”)  and  silicon  carbide  (“SiC”)  based  devices.  Our
approach is to work with lead customers to develop processes that will enable volume manufacturing with high yields and reliability.

We believe that demand for advanced packaging services will continue to grow as our customers and leading electronics OEMs strive for smaller device
geometries,  higher  levels  of  integration  and  performance  and  lower  power  consumption.  We  intend  to  continue  to  leverage  our  investment  in  advanced
technology to meet the demand for these services in high growth markets.

Optimize Utilization of Existing Assets

Another  key  to  our  success  is  to  optimize  the  utilization  of  our  existing  assets.  The  transition  by  leading  edge  customers  to  newer  packaging  and  test
equipment platforms typically frees up capacity in existing, previously installed equipment. As part of our strategy, we are focused on developing a second
wave of customers to utilize these assets more effectively over a longer period of time. We are building and utilizing manufacturing lines which support
multiple customers and increase factory utilization through more sophisticated planning processes and more intensive efficiency improvement activities.

Selectively Grow Our Scale and Scope through Strategic Investments

From time to time, we identify attractive opportunities to strengthen our leadership position and market share through expansion of our operations, joint
ventures,  acquisitions  and  other  strategic  investments.  For  example,  in  2023,  we  completed  construction  of  the  Vietnam  Facility,  where  we  will
manufacture  advanced  SiP  modules  and  other  packaging  solutions.  We  believe  that  the  Vietnam  facility  will  provide  customers  with  a  cost-competitive
high-volume  manufacturing  location  that  offers  supply  chain  diversification.  In  addition,  our  broad  geographic  footprint,  including  our  manufacturing
presence  in  Portugal  and  our  headquarters  in  the  United  States,  are  key  differentiators  for  us  and  position  us  to  participate  in  initiatives  to  regionalize
supply  chains.  We  are  making  preparations  to  participate  in  developing  the  U.S.  semiconductor  supply  chain  and  are  planning  to  build  an  advanced
packaging and test facility in Arizona. We believe that selective growth through these strategic actions can further strengthen customer relationships, help
to maintain and enhance our technological leadership, diversify our revenue streams and improve our profits.

Competitive Strengths

The  outsourced  semiconductor  packaging  and  test  market  is  very  competitive.  We  also  compete  with  the  internal  semiconductor  packaging  and  test
capabilities  of  many  of  our  customers  and  foundries.  We  believe  we  are  well-positioned  in  the  outsourced  packaging  and  test  services  market.  The
following competitive strengths support our strategy to build upon our industry position and remain a preferred provider of semiconductor packaging and
test services.

Advanced Packaging Technology Leadership

We are a leader in developing and deploying advanced semiconductor packaging and test solutions. We have designed and developed several state-of-the-
art package formats and technologies such as Double-Sided, Molded Ball Grid Array

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(“DSMBGA”) SiP and 2.5D. 2.5D technology utilizes high density silicon interposers to enable the integration of high-performance chips, such as high
bandwidth memory and graphics processors, into a single package. In addition, we believe that as semiconductor technology continues to achieve smaller
device geometries with higher levels of integration, speed and performance, packages will increasingly require wafer-level Chip Scale Packaging (“CSP”),
WLFO, SWIFT and flip chip interconnect solutions, advanced SiP products and medium and higher power density packages and modules.

We  are  committed  to  advancing  our  key  processes  and  packages,  as  well  as  developing  innovative  test  solutions,  required  for  our  customers  to  deliver
advanced integrated and modular solutions to their respective markets. We are also committed to environmental responsibility by creating more sustainable
IC packaging. This involves minimizing the use of harmful materials like lead and optimizing energy and water usage.

Broad Offering of Semiconductor Package Design, Packaging and Test Services

Creating successful interconnect solutions for advanced semiconductor devices often poses unique thermal, electrical and mechanical design challenges,
and we employ a large number of engineers to solve these challenges. This wide variety of packaging offerings is necessary to meet the diverse needs of
our customers for the optimal combination of performance, size and cost. Utilizing Amkor for its innovative packaging, test and design services enables our
customers to focus their resources on semiconductor design and wafer fabrication.

We also offer an extensive line of advanced probe and final test services for analog, digital, logic, mixed signal, memory, sensors and radio frequency-
semiconductor devices. We believe that the breadth of our design, packaging and test services is important to customers seeking to limit the number of their
suppliers.

Geographically Diversified Manufacturing Base

We  have  a  broad  and  geographically  diverse  manufacturing  footprint  strategically  located  in  eight  of  the  world’s  important  electronics  manufacturing
regions. We believe that our scale and scope allow us to provide a flexible supply chain and cost-effective solutions to our customers by:

•

Being located in key regions where customers are actively seeking to develop localized supply chains;

• Qualifying production of customer devices at multiple manufacturing sites with geographical diversity to mitigate the risks of supply disruptions;

•

Providing capabilities and solutions for customer-specific requirements;

• Offering capacity to absorb large orders and accommodate quick turn-around times; and

• Obtaining favorable pricing and supply agreements on materials and equipment by using our purchasing power and leading industry position.

Long-Standing Relationships and Collaboration with Prominent Semiconductor Companies

Our customers include most of the world’s largest semiconductor companies, and over the last five decades we have developed long-standing relationships
with many of these companies. We believe that our production excellence, including high quality, reliability and predictability, has been a key factor in our
success in attracting and retaining customers. We work with our customers and our suppliers to develop proprietary process technologies to enhance our
existing capabilities, reduce time-to-market, improve quality and lower costs.

We believe that our focus on research and product development will enable us to enter new markets early, capture market share and promote the adoption
of our new package formats as industry standards. We collaborate with customers and leading OEMs to develop comprehensive packaging solutions that
make  it  easier  for  next-generation  semiconductors  to  be  designed  into  next-generation  end  products.  By  collaborating  with  leading  semiconductor
companies, foundries and OEM electronics companies, we are able to focus resources on developing new packages that will meet the requirements of new
products. The traditional delineation between front-end semiconductor manufacturing and packaging is starting to converge. Foundries, and in some cases
IDMs, are integrating some packaging activities closer to front-end wafer processes. We work closely with foundry partners to complement these offerings
by offering similar wafer-based technologies as well as downstream processing.

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PACKAGING AND TEST SERVICES

In general, the semiconductor manufacturing process consists of IC design, wafer fabrication, wafer probe, packaging and final test. The packaging and test
services we provide occur subsequent to wafer fabrication, and the wafers that we receive from our customers are generally consigned to us.

Advanced Products and Mainstream Products

We offer a broad range of advanced and mainstream packaging and test services to our customers. We refer to our flip chip, wafer-level processing and
related test services as “Advanced Products” and to our wirebond packaging, power device packaging and related test services as “Mainstream Products.”
The following table sets forth, for the periods indicated, net sales for Advanced Products and Mainstream Products and the percentage of total net sales for
each service offering.

For the Year Ended December 31,

2023

2022

2021

(In millions, except percentage of net sales)

$

$

5,033 
1,470 
6,503 

77.4 % $
22.6 %
100.0 % $

5,368 
1,724 
7,092 

75.7 % $
24.3 %
100.0 % $

4,409 
1,729 
6,138 

71.8 %
28.2 %
100.0 %

Advanced Products
Mainstream Products

Total net sales

Advanced Products

Our Advanced Products include flip chip chip scale packages (“FC CSP”), wafer-level packages and flip chip ball grid array (“FCBGA”) packages. These
package families use flip chip interconnect technology so that the die can be connected to a substrate package carrier or, in the case of wafer-level chip
scale packages, directly to a printed circuit board.

FC CSP Products: FC CSP packages are small form factor packages where the substrate size is not much larger than the die itself. FC CSP can be a single
die or multi die format. The size advantage provided by CSP technologies has made FC CSP an attractive choice for a wide variety of applications that
require very small form factors, such as smartphones, tablets and other mobile consumer electronic devices.

Flip chip stacked chip scale packages (“FC SCSP”) stack a second die on top of the original flip-chip die. The top die is typically a memory device, and
wirebond  interconnects  are  used  to  attach  the  top  die  to  the  substrate.  FC  SCSP  is  frequently  used  to  stack  memory  on  top  of  digital  baseband  and
applications processors for use in mobile devices.

We  continue  to  drive  thinner  package  solutions  for  our  Package  on  Package  (“PoP”)  technology  through  the  development  of  ultra-thin  substrates  and
enhancing our pre-stacking and thin die handling capabilities.

We developed fine pitch copper pillar flip chip interconnect technology, which creates interconnections at finer pitches using a plating process to reduce the
number of substrate layers to facilitate very thin packages. This innovative solution is also an enabling technology for package stacking with TSVs.

FCBGA Products: FCBGA packages are large form factor substrate-based packages which are used where processing power and speed are a higher priority
than a small form factor. Our FCBGA packages are assembled using state-of-the-art substrates. Utilizing multiple high density routing layers, laser drilled
vias, and ultra-fine line and space metallization, FCBGA substrates have the highest routing density available. The  variety  of  FCBGA  package  options,
from large single die to multi-chip packages with memory, allows package selection to be tailored to the specific thermal needs of the end product. We offer
FCBGA  packaging  in  a  variety  of  product  formats  to  fit  a  wide  range  of  end  application  requirements,  including  networking,  storage,  computing,
automotive and consumer applications.

Memory Products: Memory packages consist of either standalone packaging and testing or a combination of NAND Flash, DRAM, or a memory controller
IC using a variety of packaging technologies, including FC, SCSP, SiP, PoP and other state-of-the-art packaging technologies. These products are used as
system memory or platform data storage in all of our end markets.

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Wafer-level  Package  Products:  We  offer  three  types  of  wafer-level  packages:  wafer-level  CSP;  WLFO;  and  SWIFT.  Wafer-level  CSP  and  WLFO  are
complementary technologies. Customers can choose between the two package types as their die sizes shrink or grow.

• Wafer-level  CSP  packages  (also  known  as  fan-in  wafer-level  packages)  do  not  utilize  a  package  carrier.  The  bumped  wafer  is  singulated  into
individual die, and the wafer-level package is then attached directly to the system board. Wafer-level CSP offers one of the lowest total system
costs,  enabling  higher  semiconductor  content  while  leveraging  the  smallest  form  factor  and  one  of  the  highest  performing,  most  reliable
semiconductor  package  platforms  on  the  market  today.  Applications  for  wafer-level  CSP  include  power  management,  transceivers,  sensors,
wireless charging, codecs, and specialty silicon for new or unique functionality.

• WLFO packages (also known as low-density fan-out packages) are utilized for ICs where the die surface area is too small to accommodate all of
the  required  bond  pads.  The  fan-out  package  enlarges  the  bondable  surface  area  by  building  a  border  around  the  die  using  low-cost  molding
compound.  These  packages  can  include  multiple  die.  Applications  for  WLFO  packages  include  power  management,  transceivers,  radar  and
specialty silicon.

•

SWIFT,  also  known  as  high-density  fan-out,  can  either  replace  the  laminate  substrate  with  a  thinner  structure  or  reduce  the  complexity  of  the
substrate  by  housing  the  dense  interconnects  in  the  SWIFT  structure,  allowing  for  a  less  expensive  substrate  that  provides  a  high  level  of
performance with a balanced cost structure. SWIFT solutions enable high performance in a compact form factor that combines tiled processors,
memory, I/O (input/output) die and other peripheral ICs.

Mainstream Products

Our  Mainstream  Products  use  wirebond  interconnect  technology  to  connect  a  die  to  a  leadframe  or  substrate  package  carrier  and  include  leadframe
packages, substrate-based wirebond packages and micro-electro-mechanical systems (“MEMS”) packages.

Leadframe Packages: Leadframe packages use wirebond or flip chip technology to connect a die to a leadframe package carrier. Leadframe packages are
used  in  many  electronic  devices  and  remain  the  most  practical  and  cost-effective  solution  for  many  low  to  medium  pin  count  analog  and  mixed  signal
applications.

Traditional leadframe packages support a wide variety of device types and applications. Two of our most popular traditional leadframe package types are
small outline integrated circuit and quad flat package, commonly known as “dual” and “quad” products, respectively, based upon the number of sides from
which the leads extend. The traditional leadframe package family has evolved from “through hole design,” where the leads are plugged into holes on the
circuit board to “surface mount design,” where the leads are soldered to the surface of the circuit board. We offer a wide range of lead counts and body
sizes to satisfy variations in the size of customers’ semiconductor devices.

Through  a  process  of  continuous  engineering  and  customization,  we  have  designed  several  leadframe  package  types  that  are  thinner  and  smaller  than
traditional  leadframe  packages  and  can  accommodate  more  leads  on  the  perimeter  of  the  package.  These  leadframe  packages  typically  have  superior
thermal  and  electrical  characteristics,  which  allow  them  to  dissipate  heat  generated  by  high-powered  semiconductor  devices  while  providing  enhanced
electrical connectivity. We are developing increasingly smaller versions of these packages to keep pace with continually shrinking semiconductor device
sizes  and  demand  for  miniaturization  of  portable  electronic  products.  One  of  our  more  successful  leadframe  package  offerings  is  the  MicroLeadFrame
family of quad flat no lead packages. These packages offer cost effective, miniaturized solutions for multiple analog power and signal chain applications.

Power  discrete  devices  use  a  leadframe  as  the  package  carrier  and  primarily  use  wirebond  interconnect  technology.  However,  power  applications  that
require improved thermal and electrical performance will use packaging with copper clip interconnect technology that creates multi die power modules
with wafers from silicon carbide and other wide band gap materials.

Substrate-based Wirebond Packages: Substrate-based wirebond packages use wirebond technology to connect a die to a substrate. Some of our packages in
this category include stacked CSP, wirebond ball grid array packages and plastic ball grid array (“PBGA”) packages.

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Stacked  CSP  technology  enables  the  stacking  of  a  wide  range  of  different  semiconductor  devices  to  deliver  high  levels  of  silicon  integration  and  area
efficiency. Stacked CSP utilizes high density thin core substrates and advanced materials, along with leading-edge wafer thinning, die attach and molding
capabilities, to stack multiple die on a substrate. Stacked CSP is ideal for memory and mixed signal applications.

Wirebond ball grid array packages offer a broad selection of ball array pitches, ball counts and body sizes, single and multi-die layouts, stacked die and
passive component integration together with thermal management solutions. They are applicable for a wide range of semiconductors requiring a smaller
package size than conventional PBGAs or leadframe packages.

PBGA packages are used in applications requiring higher pin count than leadframe packages, but typically have lower pin counts than flip chip. PBGA
packages  are  designed  for  low  inductance,  improved  thermal  operation  and  enhanced  surface-mount  technology  ability.  Custom  performance
enhancements, like ground and power planes, are also available.

Micro-Electro-Mechanical Systems Packages: MEMS are miniaturized mechanical and electro-mechanical devices that can sense and provide information
about the physical world and sometimes trigger a response. Examples of MEMS devices include microphones, accelerometers, airbag deployment sensors,
gyrometers, magnetometers and humidity, temperature and pressure sensors. We also specialize in sensor fusion products which utilize our cavity MEMS
platform and combine multiple sensors into a single package. MEMS packages leverage our expertise in wafer thinning, die stacking, wirebonding and flip
chip interconnect to deliver sophisticated products with a very small form factor.

Advanced System-in-Package Modules

Advanced  SiP  modules  combine  multiple  semiconductor  and  other  electronic  components  with  different  functionalities  into  a  single  package.  These
modules use wirebond, flip chip or wafer-level interconnect technologies. Components can include ICs, passive devices (inductors, capacitors, resistors,
filters and diplexers), antennas and mechanical parts.

The increasing demand for miniaturization and higher functionality at competitive cost is driving the adoption of advanced SiP in new products. Advanced
SiP modules are used for many applications such as radio frequency (“RF”) and front-end modules, basebands, connectivity, fingerprint sensors, display
and  touch  screen  drivers,  sensors  and  MEMS,  NAND  memory  and  solid  state  drives.  Advanced  SiP  modules  are  found  in  many  products  including
smartphones and tablets, automobiles, IoT wearables, high-performance gaming systems, computers and network systems.

In  2023,  2022  and  2021,  we  had  net  sales  of  approximately  $2,955  million,  $2,930  million  and  $2,280  million,  respectively,  from  our  advanced  SiP
modules, which are mostly included in Advanced Products, depending upon the interconnect technology used in the module.

Test Services

Our  Test  Services  complement  our  wafer  and  packaging  services  across  our  Advanced  and  Mainstream  Products. Our  test  services  offer  customers  the
cycle  time  and  cost  advantages  of  co-located  turn-key  services.  Our  test  services  are  used  as  both  an  interim  step  or  as  the  final  testing  step  to  ensure
screening and rejection of defects, performance grading and overall outgoing quality and reliability. Interim testing eliminates the manufacturing costs of
assembling the defective chips. Below is a description of our test services:

Wafer Level Test: Wafer level test is a manufacturing step performed while a wafer is still in its full form and before being singulated for further package
processing.

Package Level Test: Package level test is performed on a product or products that have been assembled in a package.

Burn-In Test: Burn-in test is a process in which components of a system are exercised, monitored and measured in extreme operational conditions such as
high temperature, voltage and frequency over time. The purpose of the environmental and operational stress conditions of burn-in testing is to accelerate
and screen early life failures and estimate and monitor long-term degradation and ultimate lifetime.

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System Level Test: System level test identifies defective SiP products that may not otherwise be screened by traditional wafer level, package level or burn-
in testing. As  advanced  packaging  proliferates  and  the  integration  of  more  individual  components  into  a  SiP  grows,  system  level  testing  becomes  more
important.

Test  Development  Services:  Prior  to  mass  production,  an  integrated  manufacturing  ready  test  solution  must  be  developed  and  deployed.  Amkor’s  test
development services offer both co-development and full development of complete test software and hardware solutions to our customers. These services
also  enable  early  engagement  with  our  customers  in  the  product  design  phases  for  maximum  compatibility  with  manufacturing.  Our  test  development
teams are experienced in a full suite of test engineering disciplines for Memory, Power, RF, Mixed Signal, Analog and digital test solution development.

End Markets

The following table lists the end markets that use our products and sets forth, for the periods indicated, the percentage of net sales in each end market:
2021

2023

2022

End Market Distribution Data (an approximation including representative devices and applications based on a sampling
of our largest customers):
Communications (smartphones, tablets)
Automotive, industrial and other (ADAS, electrification, infotainment, safety)
Computing (data center, infrastructure, PC/laptop, storage)
Consumer (AR & gaming, connected home, home electronics, wearables)

Total net sales

RESEARCH AND DEVELOPMENT

50 %
21 %
16 %
13 %
100 %

44 %
20 %
16 %
20 %
100 %

41 %
21 %
16 %
22 %
100 %

We  believe  that  technology  development  is  one  of  the  keys  to  success  in  the  semiconductor  packaging  and  test  industry.  Our  research  efforts  focus  on
developing  new  packaging  solutions  and  test  services,  as  well  as  improving  the  efficiency  and  capabilities  of  our  existing  production  processes.  By
concentrating  our  research  and  development  on  our  customers’  needs  for  innovative  packages,  increased  performance,  higher  density,  smaller  size  and
lower cost, we gain opportunities to enter markets early, successfully compete for new products and promote our new package offerings as industry leading
technology.

One of our priorities is developing highly integrated SiP modules, such as DSMBGA packages, to reduce material and processing costs and minimize form
factor for wearables and mobile devices. Another important focus area is the development of wafer-level and panel-level packages for chips in 2D and 3D
system implementations. These wafer-level chip-scale packages and WLFO packages are increasingly the preferred package type for many applications in
IoT  and  mobile  devices,  including  processors,  power  management  integrated  circuits  (“PMICs”),  display  drivers  and  antenna  package  products.  Our
development of Panel Level Fan Out (“PLFO”) technology will permit higher economies of scale for fan-out package devices manufactured on a panel
versus wafer basis. We are also developing new applications for the automotive market using existing and new package technologies as higher performance
computing, energy efficiency, power distribution and sensor content are used to support new automotive features including ADAS, infotainment, optical
sensors and electric vehicles. In addition, we are developing high power modules involving SiC-based devices.

Another  focus  for  development  is  integrated  multi-die  solutions,  including  multichip  modules  and  high-density  WLFO  solutions,  which  enable  package
level  integration  of  different  types  and  levels  of  silicon  technologies  for  high  performance  computing,  networking  and  data  center  applications.  This is
accomplished  by  combining  processors  and  other  chiplets  into  one  packaged  module.  Through  die  partitioning  and  heterogeneous  integration,  these
modules provide higher functionality at lower total product cost.

Our  research  and  development  employees  are  based  in  Korea,  Portugal,  the  United  States  and  other  locations  in  Asia.  At  December  31,  2023,  we  had
approximately 950 employees engaged in research and development activities. In 2023, 2022 and 2021, we incurred $177.5 million, $149.4 million and
$166.0 million, respectively, of research and development expense.

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SALES AND MARKETING

Our sales offices are located throughout Asia, Europe and the United States. Our support personnel manage and promote our packaging and test services
and provide key customer and technical support. To provide comprehensive sales and customer service, we typically assign our customers a direct support
team consisting of an account manager, technical program manager, test program manager and both field and factory customer support representatives. We
also  support  our  largest  multinational  customers  from  multiple  office  locations  to  ensure  that  we  are  aligned  with  their  global  operational  and  business
requirements.

Our  direct  support  teams  are  further  supported  by  an  extended  staff  of  product,  process,  quality  and  reliability  engineers,  as  well  as  marketing  and
advertising  specialists,  information  systems  technicians  and  factory  personnel.  Together,  these  direct  and  extended  support  teams  deliver  an  array  of
services to our customers.

SEASONALITY

Our sales have generally been higher in the second half of the year than in the first half due to consumer buying patterns in the U.S., Europe and Asia and
the timing of flagship mobile device launches. In addition, semiconductor companies generally reduce their production during the holidays at the end of
December,  which  generally  results  in  a  decrease  in  packaging  and  test  services  during  the  first  quarter.  General  economic  conditions,  changes  in  our
product mix or overall demand in any of our end markets can impact our seasonality.

CUSTOMERS

Our customers include many of the largest semiconductor companies in the world. Our ten largest customers accounted for 69% of our net sales in 2023.
Direct sales to Apple Inc. accounted for 27.7% of our net sales for the year ended December 31, 2023.

MATERIALS AND EQUIPMENT

Materials

Our  materials  are  used  primarily  for  packaging  activities.  Our  packaging  operations  depend  upon  obtaining  adequate  supplies  of  materials  on  a  timely
basis.  The  principal  materials  used  in  our  packaging  process  are  laminate  substrates,  ICs,  capacitors,  leadframes  and  gold  wire.  The  silicon  wafer  is
generally consigned from the customer. We generally do not take ownership of the customer consigned wafer, and title and risk of loss remains with the
customer  for  these  materials.  Test  materials  constitute  a  very  small  portion  of  our  total  test  cost.  Generally,  we  purchase  materials  based  on  Amkor’s
commitments to customer forecasts, and our customers are generally responsible for any unused materials we purchase based on such commitments.

We  obtain  the  materials  required  for  packaging  services  from  various  suppliers  and  source  most  of  our  materials,  including  critical  materials  such  as
leadframes, laminate substrates and gold wire, from a limited group of suppliers. We work closely with our primary material suppliers to ensure consistent
quality, availability and timely delivery. We also negotiate worldwide pricing agreements with our major suppliers to take advantage of the scale of our
operations.

Equipment

Our ability to meet the changing demand from our customers for manufacturing capacity depends upon obtaining packaging and test equipment in a timely
manner. We work closely with our main equipment suppliers to coordinate the ordering and delivery of equipment to meet our expected capacity needs.

The  primary  types  of  equipment  used  in  providing  our  packaging  services  are  wirebonders,  die  bonders,  chip  shooters,  and  die  attach.  In  addition,  we
maintain  a  variety  of  other  packaging  equipment,  including  mold,  singulation,  ball  attach  and  wafer  backgrind,  along  with  numerous  other  types  of
manufacturing equipment. A substantial portion of our packaging equipment base can generally be used and adapted to support the manufacture of many of
our packages, with equipment used in traditional wirebond packaging being easier to redeploy than the equipment used in advanced packaging.

We also purchase wafer bumping equipment to facilitate our flip chip and wafer level packaging services. Wafer bumping equipment includes sputter and
spin coaters, electroplating equipment, reflow ovens and other types of

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equipment. This equipment tends to have longer lead times for delivery and installation than other packaging equipment and is sold in relatively larger
increments of capacity.

The  primary  equipment  used  in  the  testing  process  includes  testers,  handlers  and  probers.  Handlers  are  used  to  transfer  individual  or  small  groups  of
packaged ICs to a tester. Test equipment is generally a more capital-intensive activity than packaging, and test equipment tends to have longer delivery lead
times than most types of packaging equipment. We focus our capital expenditures on standardized tester platforms to maximize test equipment utilization
where possible. For tester platforms that are less standardized, we generally lease test equipment for the expected life cycle of the project. In some cases,
our customers will consign test equipment to us.

GOVERNMENTAL REGULATIONS

As a public company with global operations, we are subject to various federal, state, local, and foreign laws, and our products and services are governed by
a  number  of  rules  and  regulations.  These  regulations,  which  differ  among  jurisdictions,  include  financial  and  other  external  reporting  disclosure  rules,
accounting standards, and environmental, corporate governance, intellectual property, tax, trade, antitrust, employment, immigration and travel, privacy and
anti-corruption  laws.  Costs  and  accruals  incurred  to  comply  with  these  governmental  regulations  are  presently  not  material  to  our  capital  expenditures,
results of operations and competitive position. Although there is no assurance that existing or future government laws applicable to our operations, services
or products will not have a material adverse effect on our capital expenditures, results of operations and competitive position, we do not currently anticipate
material expenditures for compliance with government regulations.

Environmental Matters

We  use  chemicals  and  materials  in  the  semiconductor  packaging  process  that  generate  byproducts  such  as  wastewater,  solid  waste  and  flue  gas.  For
example, water used for rinsing or cooling wafers being sawed or used in the etching or solder deposition process produces wastewater. Scrap from metal
lead-frame  or  substrate  processing  or  excessive  molding  resin  produces  solid  waste.  Emissions  from  solvents  used  for  coating  produce  flue  gases.  In
addition to byproducts, semiconductor packages have historically contained lead, a naturally occurring element that can be toxic. The use of lead in our
packages has decreased over time due to the use of lead-free alternatives. The use and storage of chemicals and materials are subject to various laws and
regulations governing waste disposal, water discharge, emissions into the atmosphere and employee health and safety. We are engaged in continuing efforts
to  comply  with  these  environmental  laws  and  regulations,  including  the  establishment  of  environmental  management  systems,  safety  training  for
employees and installation of pollution control equipment at our factories.

In  the  future,  we  may  be  subject  to  changes  to  existing  environmental  regulations  or  new  green  initiatives  required  by  our  customers,  investors,
governments  or  other  stakeholders.  We  do  not  believe  that  capital  expenditures  or  other  costs  attributable  to  compliance  with  environmental  laws  and
regulations or green initiatives will have a material adverse effect on our business, liquidity, results of operations, financial condition or cash flows.

We are also committed to responsible environmental practices that go beyond legal requirements in conducting our business. These environmental practices
include:

•

Certification of our factories worldwide to International Organization for Standards (“ISO”) framework 14001, widely recognized as the standard
for effective environmental management systems.

• Measurement and independent verification of greenhouse gases (“GHGs”) generated by our factories worldwide. Once collected, our GHG data is
submitted to, and disclosed publicly by, CDP, formerly known as the Carbon Disclosure Project. CDP is a leading organization that assesses the
impact of climate change and promotes a sustainable economy.

• Membership  in  the  Responsible  Business  Alliance  (“RBA”),  an  international  industry  group  dedicated  to  corporate  social  responsibility.  RBA
members agree to follow a uniform Code of Conduct that includes standards of environmental responsibility, and our factories have been subject
to independent audits to assess compliance with these standards.

•

Capital  investment  and  process  optimization  activities  to  reduce  GHGs  include  installation  of  solar  photovoltaic  panels,  replacement  of,  or
improvements to, chiller unit systems and use of light-emitting diode (“LED”) technology.

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COMPETITION

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  manufacturing  capacity,  financial  resources,  research  and  development
operations,  marketing  and  other  capabilities.  These  companies  include  ASE  Technology  Holding  Co.,  Ltd.  and  JCET  Group  Co.,  Ltd.  In  addition,  we
compete with electronic manufacturing service providers or contract electronics manufacturers, including Universal Scientific Industrial (Shanghai) Co.,
Ltd.,  that  also  provide  advanced  integrated  device  solutions.  Such  companies  also  have  developed  relationships  with  most  of  the  world’s  largest
semiconductor companies, including current or potential customers of Amkor.

We also compete with the internal semiconductor packaging and test capabilities of many of our customers. Our IDM customers continually evaluate the
attractiveness of outsourced services against their own in-house packaging and test services and at times may decide to shift some or all of their outsourced
packaging  and  test  services  to  internally  sourced  capacity.  We  also  compete  with  contract  foundries,  such  as  Taiwan  Semiconductor  Manufacturing
Company  Limited,  which  offer  full  turnkey  services  from  silicon  wafer  fabrication  through  packaging  and  final  test.  In  addition,  we  compete  with
companies that offer test-only services.

The  principal  elements  of  competition  in  the  outsourced  semiconductor  packaging  and  test  services  market  include  price,  available  capacity,  flexibility,
quality,  customer  service  and  support,  new  product  introduction  experience,  cycle  time,  reputation  and  reliability,  customer  satisfaction,  technological
expertise  and  innovation,  breadth  of  packaging  and  test  services  offered,  including  turnkey  services,  and  the  ability  to  invest  in  capacity,  geographic
location and scale of manufacturing. We believe that we compete favorably with respect to each of these elements.

INTELLECTUAL PROPERTY

We maintain an active program to protect and derive value from our investment in technology and the associated intellectual property rights. Intellectual
property  rights  that  apply  to  our  various  products  and  services  include  patents,  copyrights,  trade  secrets  and  trademarks.  We  have  filed  and  obtained  a
number of patents in the U.S. and other countries, and their durations vary depending on the jurisdiction in which each patent is filed. Although our patents
are  an  important  element  of  our  intellectual  property  strategy,  we  are  not  materially  dependent  on  any  one  patent  or  any  one  technology.  We  expect  to
continue to file patent applications when appropriate to protect our proprietary technologies, but we cannot provide assurances that we will receive patents
from pending or future applications. In addition, any patents we obtain could be challenged, invalidated or circumvented and may not provide meaningful
protection or other commercial advantage to us. Nonetheless,  we  believe  that  our  patents  afford  an  important  means  of  protection  for  our  technologies.
Further, to distinguish our products from our competitors’ products, we have obtained certain trademarks and service marks and may promote our particular
brands through advertising and other marketing techniques.

We also protect and maintain the confidentiality of certain information about our processes, products and strategies which we believe provides us with a
competitive advantage. We have ongoing programs designed to maintain the confidentiality of such information. As part of these efforts, all employees
who have access to Amkor’s information systems are required to participate in cybersecurity training within the first 15 days of employment, after which
recurring mandatory training is required on an annual basis.

HUMAN CAPITAL RESOURCES

Employees

Amkor believes that its future success is highly dependent upon our continued ability to attract, retain and motivate qualified employees. As part of our
effort  to  attract  and  motivate  employees,  Amkor  is  committed  to  providing  competitive  and  comprehensive  benefits  that  are  designed  to  enable  our
employees and their families to live healthier and more secure lives. Additionally, Amkor has implemented various retention programs to incentivize and
retain  high-performing  employees.  We  regularly  evaluate  such  retention  programs  and  our  compensation  practices  generally  to  ensure  they  remain
competitive and are aligned with local market practices. We look to promote our management-level employees from within Amkor, and we believe that we
have been successful in this effort. Factory locations also maintain training and development programs that enable the continued learning and growth of our
employees, and senior management regularly meets to share and implement best practices among our various facilities.

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Amkor also uses human capital initiatives to support our broad geographic footprint. For career development and advancement, we may provide employees
with the opportunity to move between factories, often in support of new factories or the introduction of new packaging offerings. We believe that these
initiatives are efficient for training new local employees and allow existing employees to continue to develop in their careers.

We believe that our efforts to motivate, retain and support the growth of qualified employees is reflected in the long average tenure of our key employees.

As of December 31, 2023, Amkor employed 28,700 employees, of whom approximately 96%, 3% and 1% resided in the Asia-Pacific region, Europe and
the United States, respectively. Our global workforce spans 12 countries, reflecting various cultures, backgrounds, ages, genders and ethnicities. Of  our
global employee base, 91% are employed in manufacturing roles. Our employees in France, Germany, the Philippines, Singapore, Taiwan, Vietnam and the
United States are not represented by any union. Certain employees at our factories in China, Japan, Korea, Malaysia and Portugal are members of a union,
and we operate subject to collective bargaining agreements that we have entered into with these unions. We believe that our relations with our employees
are good, and we have not experienced a work stoppage in any of our factories.

Health and Safety

The health and safety of our employees is very important to us and, accordingly, we endeavor to provide comprehensive health benefits to our full-time
employees. Our focus on health and safety is further evident in our response to the Covid-19 pandemic. Because our business involves the manufacturing
and testing of physical products, many of our employees have been unable to work from home. To keep our employees safe and to maintain operations
during the Covid-19 pandemic, we implemented increased health and safety-related measures across our global footprint. While the long-term impact of the
Covid-19  pandemic  remains  uncertain,  we  have  retained  those  enhanced  measures  as  part  of  our  commitment  to  protect  the  health  and  safety  of  our
employees.

AVAILABLE INFORMATION

Amkor files annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a website that contains annual,
quarterly and current reports, proxy statements and other information that issuers (including Amkor) file electronically with the SEC. The SEC’s website is
www.sec.gov.

Amkor’s website is www.amkor.com. Amkor makes available, free of charge, through its website: our annual reports on Form 10-K; quarterly reports on
Form 10-Q; current reports on Form 8-K; Forms 3, 4 and 5 filed on behalf of directors and executive officers; and any amendments to those reports filed or
furnished  pursuant  to  the  Securities  Exchange  Act  of  1934,  as  amended  (the  “Exchange  Act”),  as  soon  as  reasonably  practicable  after  such  material  is
electronically filed with, or furnished to, the SEC. We also make available, free of charge, through our website, our Corporate Governance Guidelines, the
charters of the Audit Committee, Nominating and Governance Committee and Compensation Committee of our Board of Directors, our Code of Business
Conduct, our Code of Ethics for Directors and other information and materials. The information on Amkor’s website is not incorporated by reference into
this Form 10-K.

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 Form 10-K. For more information, see the Forward-Looking Statements within this Form
10-K. You should carefully consider the risks and uncertainties described below, together with all of the other information included in this Form 10-K, 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 or that we currently deem immaterial may also adversely affect our business operations. The occurrence of any of the risks and
uncertainties described below could materially and adversely affect our business, liquidity, results of operations, financial condition or cash flows.

Summary of Risk Factors

An investment in our common stock involves various risks, and you are urged to carefully consider all of the matters discussed in Part I, Item 1A of this
Form 10-K under the caption “Risk Factors” (in addition to those discussed under this

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“Summary of Risk Factors” section) in considering our business and prospects. The following is a list of some of these risks:

Risks Related to Our Business, Operations and Industry

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competition  with  established  competitors  in  the  packaging  and  test  business,  the  internal  capabilities  of  IDMs,  and  new  competitors,  including
foundries;

changes in costs, quality, availability and delivery times of raw materials, components and equipment;

fluctuations in operating results and cash flows;

dependence  on  the  cyclical  and  volatile  semiconductor  industry  and  vulnerability  to  industry  downturns  and  declines  in  global  economic  and
financial conditions;

our substantial investments in equipment and facilities to support the demand of our customers;

difficulty achieving the relatively high-capacity utilization rates necessary to realize satisfactory gross margins given our high percentage of fixed
costs;

our absence of backlog and the short-term nature of our customers’ commitments;

the historical downward pressure on the prices of our packaging and test services;

fluctuations in our manufacturing yields;

a downturn or lower sales to customers in the automotive industry;

dependence on key customers or concentration of customers in certain end markets, such as mobile communications and automotive;

difficulty funding our liquidity needs; and

challenges with integrating diverse operations.

Risks Related to Our International Sales and Operations

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dependence on international factories and operations, and risks relating to trade restrictions and regional conflict; and

significant severance plan obligations associated with our manufacturing operations in Korea.

Risks Related to Cybersecurity, Data Privacy and Intellectual Property

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our ability to develop new proprietary technology, protect our proprietary technology, operate without infringing the proprietary rights of others,
and implement new technologies; and

our continuing development and implementation of changes to, and maintenance and security of, our information technology systems.

Risks Related to Our Indebtedness

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restrictive covenants in the indentures and agreements governing our current and future indebtedness;

our substantial indebtedness; and

fluctuations in interest rates and changes in credit risk.

Risks Related to Our Common Stock

•

the ability of certain of our stockholders to effectively determine or substantially influence the outcome of matters requiring stockholder approval;
and

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•

the possibility that we may decrease or suspend our quarterly dividend.

Risks Related to Human Capital and Management

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difficulty attracting, retaining or replacing qualified personnel.

Risks Related to Regulatory, Legal and Tax Challenges

• warranty claims, product return and liability risks, and the risk of negative publicity if our products fail, as well as the risk of litigation incident to

our business;

• maintaining an effective system of internal controls;

•

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any changes in tax laws, taxing authorities not agreeing with our interpretation of applicable tax laws, including whether we continue to qualify for
conditional reduced tax rates, or any requirements to establish or adjust valuation allowances on deferred tax assets; and

environmental, health and safety liabilities and expenditures.

General Risk Factors

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health conditions or pandemics, such as the Covid-19 pandemic, impacting labor availability and operating capacity, capital availability, the supply
chain and consumer demand for our customers’ products and services; and

natural disasters and other calamities, health conditions or pandemics, political instability, hostilities or other disruptions.

Risks Related to Our Business, Operations and Industry

Our packaging and test services are used 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
worldwide  gross  domestic  product  and  consumer  spending.  We  believe  that  the  general  semiconductor  market  is  currently  going  through  a  cyclical
correction. The semiconductor industry has experienced significant and sometimes sudden and prolonged downturns in the past. If the industry or markets
in which we compete experience slower, or even negative growth, our business and results of operations may be materially and adversely affected.

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  telecommunications,
automotive, computing, or consumer electronics, could have a material adverse effect on our business and operating results. During downturns, we have
experienced,  among  other  things,  reduced  demand,  excess  capacity  and  reduced  sales.  For  example,  the  Covid-19  pandemic  disrupted  demand  in  the
automotive and industrial end market in 2020, and during 2019, there was weakness in the general market and an inventory correction in the smartphone
market.

New variants or the potential re-emergence of the Covid-19 pandemic or the occurrence of other epidemics or pandemics, and the imposition of related
public health measures and travel and business restrictions, may materially and adversely impact our business, financial condition, operating results and
cash  flows.  For  example,  as  part  of  a  broad  effort  to  mitigate  a  rising  number  of  Covid-19  cases  in  Shanghai,  the  Chinese  government  mandated  a
lockdown of our Shanghai factory from March 2022 to June 2022. Other national, regional, and local governments have implemented, and may implement
in  the  future,  public  health  measures  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.

It is difficult to predict the timing, strength or duration of any economic disruption caused by epidemics or pandemics or which end markets will experience
a 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 materially affect our business, sources and uses of cash, financial condition and results of operations. Additionally, if industry
conditions

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deteriorate,  we  could  suffer  significant  losses,  as  we  have  in  the  past,  that  could  materially  and  adversely  impact  our  business,  liquidity,  results  of
operations, financial condition and cash flows.

Our business may suffer if the cost, quality or supply of materials or equipment changes adversely.

We obtain the materials and equipment required for the packaging and test services performed by our factories from various vendors. 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 extend lead times for materials and equipment and have a negative impact on our business. For example,
the Covid-19 pandemic and resulting supply chain disruptions and economic turbulence created extended lead times for some materials and equipment. To
the extent the impact of such disruptive events continues or worsens, we anticipate having greater difficulty obtaining, or waiting longer to obtain, certain
equipment,  supplies  and  other  materials  necessary  for  performance  of  our  services  or  necessary  to  increase  the  services  we  provide  to  customers.
Furthermore,  fire,  severe  weather,  earthquakes,  flooding  and  tsunamis  in  the  past  have  impacted  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 or are unable to increase our prices
sufficiently to recover inflationary price increases in materials or supplies. 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, including any disruptions arising out of the conflicts in
Ukraine and Israel or other future conflicts, could have a material adverse effect on our business, financial condition, results of operations and cash flows.

SEC rules and related industry initiatives require diligence and disclosure regarding the use of certain minerals originating from the conflict zones of the
Democratic Republic of Congo and adjoining countries. Many of our customers’ initiatives require us to certify that the covered materials we use in our
packages do not come from the conflict areas. We incur costs associated with complying with these requirements and customer initiatives, and we may be
required to increase our efforts in the future to cover additional materials and geographic areas. These requirements and customer initiatives could affect the
pricing, sourcing and availability of materials used in the manufacture of semiconductor devices, and we cannot assure you that we will be able to obtain
conflict-free materials or other materials covered by customer initiatives in sufficient quantities and at competitive prices or that we will be able to verify
the origin of all of the materials we procure. If we are unable to meet these requirements and customer initiatives, some customers may move their business
to other suppliers, and our reputation and business could be materially and adversely affected.

We purchase new packaging and test equipment to maintain and expand our operations. From time to time, increased demand for new equipment or supply
chain disruptions and economic turbulence may cause lead times to extend beyond those normally required by equipment vendors. In periods of increased
demand  and  reduced  availability,  equipment  suppliers  may  delay  orders  or  only  partially  satisfy  our  equipment  orders  in  the  normal  time  frame.  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, depending on market conditions, we could experience adverse changes in pricing, currency risk and potential
shortages in equipment, any of 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 materially and 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.

Our operating results and cash flows have varied and may vary significantly as a result of factors that we cannot control.

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Many  factors  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 and our ability to control our costs including labor, material, overhead and financing costs.

Our net sales, gross margin, gross profit, operating income, net 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:

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fluctuations  in  demand  for  semiconductors  and  conditions  in  the  semiconductor  industry  generally,  as  well  as  by  specific  customers,  such  as
inventory reductions by our customers impacting demand in key markets;

changes in cost, quality, availability and delivery times of raw materials, components, equipment and labor;

inflation, including wage inflation, and fluctuations in commodity prices, including gold, copper and other precious metals;

our ability to achieve our major growth objectives, including transitioning second-wave customers to advanced packages and increasing our share
of the automotive and industrial end market;

changes in our capacity and capacity utilization rates;

fluctuations in interest rates and currency exchange rates, including the current rising interest rate environment;

changes in average selling prices which can occur quickly due to the absence of long-term agreements on price;

changes in the mix of the semiconductor packaging and test services that we sell;

fluctuations in our manufacturing yields;

the  development,  transition  and  ramp  to  high  volume  manufacture  of  more  advanced  silicon  nodes  and  evolving  wafer,  packaging  and  test
technologies may cause production delays, lower manufacturing yields and supply constraints for new wafers and other materials;

the  absence  of  backlog,  the  short-term  nature  of  our  customers’  commitments,  double  bookings  by  customers  and  deterioration  in  customer
forecasts and the impact of these factors, including the possible delay, rescheduling and cancellation of large orders, or the timing and volume of
orders relative to our production capacity;

the timing of expenditures in anticipation of future orders;

changes in effective tax rates;

the availability and cost of financing;

leverage and debt covenants;

intellectual property transactions and disputes;

• warranty and product liability claims and the impact of quality excursions and customer disputes and returns;

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costs associated with legal claims, indemnification obligations, judgments and settlements;

political instability, conflicts (such as the ongoing conflict in Ukraine and Israel) and government shutdowns, civil disturbances and international
events;

environmental or natural disasters such as earthquakes, typhoons and volcanic eruptions;

pandemics or other widespread illnesses that may impact our labor force, operations, liquidity, supply chain and end-user demand for products
which incorporate semiconductors, such as the Covid-19 pandemic;

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costs of acquisitions and divestitures and difficulties integrating acquisitions;

our ability to attract and retain qualified personnel to support our global operations;

our ability to penetrate new end markets or expand our business in existing end markets;

dependence on key customers or concentration of customers in certain end markets, such as mobile communications and automotive; and

restructuring charges, asset write-offs and impairments.

On October 7, 2022 and October 17, 2023, the U.S. Bureau of Industry and Security announced export control regulations applicable to Chinese acquisition
of  U.S.  semiconductor  technology  (collectively,  the  “BIS  Regulations”).  The  above  factors,  in  addition  to  the  BIS  Regulations  and  other  similarly
restrictive  trade  barriers  adopted  by  U.S.  and  foreign  governments  applicable  to  the  semiconductor  supply  chain,  could  impact  our  business  and  the
businesses of our customers. 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 volatility in our quarterly or annual operating results. In addition, these factors may materially and adversely affect our
credit ratings, which could make it more difficult and expensive for us to raise capital and could materially and adversely affect the price of our securities.

We compete against established competitors in the packaging and test business as well as internal capabilities of IDMs and face competition from new
competitors, including foundries.

The  outsourced  semiconductor  packaging  and  test  services  market  is  very  competitive.  We  face  substantial  competition  from  established  and  emerging
packaging and test service providers primarily located in Asia, including companies with significantly greater processing capacity, financial resources, local
presence, research and development operations, marketing, technology and other capabilities. In addition, we may compete with electronics manufacturing
service  providers  or  contract  electronics  manufacturers  that  also  provide  advanced  integrated  device  solutions.  We  also  may  face  increased  competition
from domestic companies located in China, where there are government-supported efforts to promote and subsidize the development and growth of the
local semiconductor industry. We may be at a disadvantage in attempting to compete with entities associated with such government-supported initiatives
based  on  their  lower  cost  of  capital,  access  to  government  resources  and  incentives,  preferential  sourcing  practices,  stronger  local  relationships  or
otherwise. Our competitors may also have established relationships, or enter into new strategic relationships, with one or more of the large semiconductor
companies that are our current or potential customers or key suppliers to these customers. Consolidation among our competitors could also strengthen their
competitive position.

Historically, we have also been dependent on the trend in outsourcing of packaging and test services by IDM and foundry customers. Our IDM and foundry
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 and foundries may decide to shift some or all of their outsourced packaging and test services to internally sourced capacity. 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. If we experience a significant loss of IDM or foundry 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.

We also face competition from contract foundries, such as Taiwan Semiconductor Manufacturing Company Limited and Samsung Electronics Co., Ltd.,
which offer full turnkey services from silicon wafer fabrication through packaging and final test. These foundries, which are substantially larger than us and
have  greater  financial  resources  than  we  do,  have  expanded  their  operations  to  include  packaging  and  test  services  and  may  continue  to  expand  these
capabilities  in  the  future.  If  a  key  customer  decides  to  purchase  wafers  from  a  semiconductor  foundry  that  provides  packaging  and  test  services,  our
business could be adversely affected if the customer also engages that foundry for related 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, that our customers will not
rely on internal sources or foundries for packaging and test services or that our business, liquidity, results of operations, financial condition or cash flows
will not be materially and adversely affected by such increased competition. 

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We make substantial investments in equipment and facilities to support the demand of our customers, which may materially and 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.  The  amount  of  our  capital  expenditures
depends on several factors, including the performance of our business, our assessment of future industry and customer demand, our capacity utilization
levels and availability, advances in technology, our liquidity position and the availability of financing. Our ongoing capital expenditure requirements may
strain our cash and liquidity, and, in periods when we are expanding our capital base, we expect that depreciation expense and factory operating expenses
associated with capital expenditures to increase production capacity will put downward pressure on our gross profit, at least in the near term. From time to
time, we also make significant capital expenditures 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 profit could be negatively impacted.

Furthermore, if we cannot generate or raise additional funds to pay for capital expenditures, particularly in some of the advanced packaging and bumping
areas, as well as research and development activities, our growth and future profitability may be materially and 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.

In  October  2023,  we  completed  the  initial  phase  of  construction  for  our  Vietnam  Facility.  There  can  be  no  assurance,  however,  that  high-volume
manufacturing will begin on schedule or that the actual scope, costs or benefits of the project will be consistent with our current expectations.

Due to our high percentage of fixed costs, we may be unable to maintain satisfactory gross margins if we are unable to achieve relatively high-capacity
utilization rates.

Our operations are characterized by high fixed costs and the absence of any material backlog. 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. Increases or decreases in
our capacity utilization can significantly affect gross margins. Transitions between different packaging technologies can also impact our capacity utilization
if  we  do  not  efficiently  redeploy  our  equipment  for  other  packaging  and  test  opportunities.  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 be negatively impacted.

In addition, our fixed operating costs have increased as a result of capital expenditures for capacity expansion. The anticipated customer demand for which
we  have  made  capital  investments  may  not  materialize,  and  our  sales  may  not  adequately  cover  fixed  costs,  resulting  in  reduced  profit  levels  or  even
significant losses, either of which may materially and adversely impact our business, liquidity, results of operations, financial condition and cash flows.

The lack of contractually committed customer demand may materially and 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.  Generally,  our  customers  do  not  commit  to  purchase  any  significant  amount  of
packaging or test services or provide us with binding forecasts of demand for packaging and test services for any future period, in any material amount. In
addition, we sometimes experience double booking by customers, and 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.  This  makes  it  difficult  for  us  to  forecast  our
capacity utilization and net sales in future periods. Since a large portion of our costs is fixed and our expense levels are based in part on our expectations of
future sales, we may not be

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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 could be materially and adversely affected.

Historically, there has been downward pressure on the prices of our packaging and test services.

Prices for packaging and test services have generally declined over time, and sometimes prices can change significantly in relatively short periods of time.
We expect downward pressure on average selling prices for our packaging and test services to continue in the future, and this pressure may intensify during
downturns in business. If we experience declining average selling prices and are unable to offset such declines 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 and adversely affected.

Packaging and test processes are complex, and our production yields and customer relationships may suffer from defects in the services we provide or
if we do not successfully implement new technologies.

Semiconductor packaging and test services are complex processes that require significant technological and process expertise, and in line with industry
practice, customers usually require us to pass a lengthy and rigorous qualification process that may take several months. Once qualified and in production,
defective packages primarily result from one or more of the following:

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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, and the test process is subject to operator error.

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,  change  our  processing  steps  or  ramp  new  technologies.  In  addition,  we  must  continue  to  develop  and  implement  new  packaging  and  test
technologies and expand our offering of packages to be competitive. Our production yields on new packages, particularly those packages which are based
on new technologies, typically are significantly lower than our production yields on our more established packages.

Our failure to qualify new processes, maintain quality standards or acceptable production yields, if significant and prolonged, could result in the 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.

A significant portion of our revenue is derived from customers in the automotive industry. A downturn or lower sales to customers in the automotive
industry could materially affect our business and results of operations.

A significant portion of our sales are to customers within the automotive industry. The automotive industry is cyclical, and, as a result, our customers in the
automotive end-market are sensitive to changes in general economic conditions, inflationary pressure, disruptive innovation and end-market preferences,
which can adversely affect sales of our products and, correspondingly, our results of operations. The automotive industry is also subject to long design-in
time  frames,  long  product  life  cycles  and  a  high  degree  of  regulatory  and  safety  requirements,  necessitating  suppliers  to  the  industry  to  comply  with
stringent qualification processes, very low defect rates and high reliability standards, all of which result in significant operational challenges, risk to our
results of operations, and increased costs of our investments in serving customers in the automotive end-market. Additionally, the quantity and price of our
products sold to customers in the

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automotive end-market could decline despite continued growth in such end-market. Lower sales to customers in the automotive end-market may have a
material adverse effect on our business and results of operations.

The loss of certain customers or reduced orders or pricing from existing customers may have a material adverse effect on our operations and financial
results.

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 accounted for, in the aggregate, 69% of our net sales for the
year  ended  December  31,  2023.  In  addition,  we  have  significant  customer  concentration  within  our  end  markets.  The  loss  of  a  significant  customer,  a
business combination among our customers, a reduction in orders or decrease in price from a significant customer or disruption in any of our significant
commercial arrangements may result in a decline in our sales and profitability and could have a material adverse effect on our business, liquidity, results of
operations, financial condition and cash flows.

The  demand  for  our  services  from  each  customer  is  directly  dependent  upon  that  customer’s  financial  health,  level  of  business  activity  and  purchasing
decisions, 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  time  to  time  resulting  in  the  loss  or  reduction  of
customer orders, and we cannot be sure 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.

For example, as seen in the automotive end market in 2020, the Covid-19 pandemic and restrictions imposed by governmental authorities to mitigate the
spread  of  Covid-19  in  our  customers’  end  markets  may  decrease  demand  for  our  customers’  products  and  services,  thereby  adversely  impacting  their
demand for our services.

In addition, from time to time, we may acquire or build new facilities or migrate existing business among our facilities. In connection with these facility
changes or new facility constructions, our customers require us to qualify the new facilities even though we have already qualified to perform the services
at our other facilities. We cannot assure that we will successfully qualify facility changes, that we will complete construction of new facilities in a timely
manner or that our customers will not qualify our competitors and move the business for such services.

We may have difficulty funding liquidity needs.

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. We fund our operations, including capital expenditures and other investments and servicing principal
and interest obligations with respect to our debt, from cash flows from our operations, existing cash and cash equivalents, borrowings under available debt
facilities, or proceeds from any additional debt or equity financing. Our liquidity is affected by, among other factors, volatility in the global economy and
credit markets, the performance of our business, our capital expenditures and other investment levels, other uses of our cash, including any payments of
dividends and purchases of stock under any stock repurchase program, any acquisitions or investments in joint ventures and any decisions we might make
to either repay debt and other long-term obligations out of our operating cash flows or refinance debt at or prior to maturity with the proceeds of debt or
equity financings.

Servicing our current and future customers requires that we incur significant operating expenses and continue to make significant capital expenditures and
other investments, and the amount of our capital expenditures for 2024 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, the performance of our business, economic and market conditions,
advances in technology, 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.

The health of the worldwide banking system and capital markets also affects our liquidity. If financial institutions that have extended credit commitments to
us are adversely affected by the conditions of the United States, foreign or international banking system and capital markets (including as a result of rising
interest rates, economic downturns or other developments), they may refuse or be unable to fund borrowings under their credit commitments to us. The
U.S.  Federal  Reserve  has  raised  interest  rates  several  times  during  2022  and  2023.  Volatility  in  the  banking  system  and  capital  markets,  as  well  as  any
further increase in interest rates or adverse economic, political, public health or other

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global conditions, could also make it difficult or more expensive for us to maintain our existing credit facilities or refinance our debt.

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.

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 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 could be materially and adversely impacted.

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 and operational consolidations, facility and operational expansions, strategic acquisitions, joint ventures and other partnering arrangements.
Some of the risks from these activities include those associated with the following:

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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;

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:

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incur costs associated with personnel reductions and voluntary retirement programs;

record restructuring charges to cover costs associated with facility consolidations and related cost reduction initiatives;

use a significant portion of our available cash;

incur substantial debt;

issue equity securities, which may dilute the ownership of current stockholders;

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. As a result of the risks discussed above, the anticipated benefits of these 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.

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Risks Related to Our International Sales and Operations

Our factories and operations, and those of our customers and vendors, are located in various foreign jurisdictions, which exposes us to risks arising
from international trade restrictions and regional conflict.

We  provide  packaging  and  test  services  through  our  factories  and  other  operations  located  in  China,  Japan,  Korea,  Malaysia,  the  Philippines,  Portugal,
Singapore  and  Taiwan  and  are  preparing  to  offer  packaging  and  test  services  from  the  Vietnam  Facility.  Substantially  all  of  our  property,  plant  and
equipment  is  located  outside  of  the  United  States,  and  many  of  our  customers  and  the  vendors  in  our  supply  chain  are  also  located  outside  the  United
States.  The following are some of the risks we face in doing business internationally:

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•

•

restrictive trade barriers considered or adopted by U.S. and foreign governments applicable to the semiconductor supply chain, including laws,
rules,  regulations  and  policies  in  areas  such  as  national  security,  licensing  requirements  for  exports,  tariffs,  customs  and  duties,  including  the
export  rules  and  regulations  applicable  to  U.S.  companies  that  sell  certain  semiconductor  and  chipmaking  equipment  products  to  customers  in
China;

laws, rules, regulations and policies within China and other countries that may favor domestic companies over non-domestic companies, including
customer- or government-supported efforts to promote the development and growth of local competitors;

health and safety concerns, including widespread outbreak of infectious diseases, such as Covid-19, and governmental responses thereto;

changes in consumer demand resulting from current or expected inflation or other variations in local economies;

laws,  rules,  regulations  and  policies  imposed  by  U.S.  or  foreign  governments  in  areas  such  as  data  privacy,  cybersecurity,  antitrust  and
competition, tax, currency and banking, labor, environmental, and health and safety;

the payment of dividends and other payments by non-U.S. subsidiaries may be subject to prohibitions, limitations or taxes in local jurisdictions;

fluctuations in currency exchange rates, particularly the U.S. dollar to Japanese yen exchange rate for our operations in Japan;

political and social conditions, and the potential for civil unrest, terrorism or other hostilities (such as the ongoing conflicts in Ukraine and Israel);

disruptions or delays in shipments caused by customs brokers or government agencies;

difficulties in attracting and retaining qualified personnel and managing foreign operations, including foreign labor disruptions;

difficulty in enforcing contractual rights and protecting our intellectual property rights;

potentially adverse tax consequences resulting from tax laws in the United States and in other jurisdictions; and

local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from
engaging in by the U.S. Foreign Corrupt Practices Act and other anti-corruption laws and regulations.

Many of these factors and risks are present and may be heightened within our business operations in China. For example, changes in U.S.-China relations,
the  political  environment  or  international  trade  policies  could  result  in  further  revisions  to  laws  or  regulations  or  their  interpretation  and  enforcement,
increased  taxation,  trade  sanctions,  the  imposition  of  import  or  export  duties  and  tariffs,  restrictions  on  imports  or  exports,  currency  revaluations  or
retaliatory  actions,  which  have  had  and  may  continue  to  have  an  adverse  effect  on  our  business  plans  and  operating  results.  Additionally,  the  BIS
Regulations place limitations on the ability of companies to export certain advanced computing semiconductor chips, as well as chipmaking equipment, by
requiring companies to obtain licenses to export such products and equipment into China or other designated countries. These expanded export restrictions
limit our ability to sell to certain Chinese companies and to third parties that do business with those companies. Certain of the Company’s

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competitors may be exempt from the BIS Regulations by virtue of being non-U.S. manufacturers. To the extent required, Amkor would evaluate pursuing
export licenses and authorizations, but there can be no assurances that Amkor would obtain such licenses or authorizations on a timely or cost-effective
basis or at all, or that our customers will not reroute business that would have otherwise been given to Amkor to one or more of our competitors as a result
of the BIS Regulations, particularly if our competitors have, or are not required to have, required licenses or authorizations that we have not obtained. It is
also possible that government agencies in China or in other countries may adopt retaliatory export control rules in response to the BIS Regulations, which
could further impact our business, liquidity, results of operations, financial condition and cash flows. These restrictions have created, and these and similar
restrictions may continue to create, uncertainty and caution with our current or prospective customers and may cause them to amass large inventories of our
products,  replace  our  products  with  products  from  another  supplier  that  is  not  subject  to  the  export  restrictions  or  focus  on  building  indigenous
semiconductor capacity to reduce reliance on U.S. suppliers. Furthermore, if these export restrictions cause our current or potential customers to view U.S.
companies as unreliable, we could suffer reputational damage or lose business to foreign competitors who are not subject to such export restrictions, and
our business could be materially harmed. We are continuing to evaluate the impact of these restrictions on our business, but these actions may have direct
and indirect material adverse impacts on our revenues and results of operations in China and elsewhere. In addition, our success in the Chinese markets
may be adversely affected by China’s evolving policies, laws and regulations, including those relating to antitrust, cybersecurity, data protection and data
privacy, the environment, indigenous innovation and the promotion of a domestic semiconductor industry and intellectual property rights and enforcement
and protection of those rights.

We also have significant facilities and other investments in Korea, and there have been heightened security concerns in recent years stemming from North
Korea’s nuclear weapon and long-range missile programs as well as its military actions in the region. Furthermore, there has been a history of conflict and
tension within and among other countries in the region.

The Covid-19 pandemic impacted our operations and the operations of our customers and suppliers as a result of illness, quarantines, facility closures and
travel and logistics restrictions in connection with the outbreak. National, regional, and local governments have implemented, and may implement in the
future, public health measures 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.  Such  restrictions  may  also  affect  end-user  demand  in  each  geography  where  our  customers  sell  their  products  and  services,  which  may
materially  and  adversely  affect  demand  for  our  services,  our  operating  results  and  financial  condition.  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.

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.

Our subsidiary in Korea maintains an unfunded severance plan, under which we have an accrued liability of $47.8 million as of December 31, 2023. The
plan  covers  certain  employees  that  were  employed  prior  to  August  1,  2015.  In  the  event  of  a  significant  layoff  or  other  reduction  in  our  labor  force  in
Korea, our subsidiary in Korea would be required to make lump-sum severance payments under the plan, which could have a material adverse effect on our
liquidity, financial condition and cash flows. We  have  made,  and  may  in  the  future  make,  offers  to  some  or  all  of  the  covered  employees  the  option  to
convert  from  the  severance  plan  to  a  defined  contribution  plan.  Some  employees  have  accepted  previous  offers,  and  future  offers  to  make  similar
conversions could impact the timing of future payments, reducing our cash flow and materially and adversely affecting our financial condition.

Risks Related to Cybersecurity, Data Privacy and 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 scope of semiconductor packaging, SiP modules and test services are rapidly increasing. As a result, we expect to develop, acquire and
implement  new  manufacturing  processes  and  packaging  technologies  and  tools  in  order  to  respond  to  competitive  industry  conditions  and  customer
requirements. Technological advances may lead to rapid and significant price erosion and may make our existing packages less competitive or our existing
inventories

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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 impact our ability to meet customer orders and materially and adversely impact our business.

Although we seek patent protection for some of our technology under U.S. and foreign patent laws, 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 may be challenged, invalidated or
circumvented and will eventually expire. As a result, such patents may not offer us meaningful protection or provide the commercial advantage for which
they were designed.

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 or 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  or  superior  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:

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discontinue the use of certain processes or cease to provide the services at issue, which could curtail our business;

pay substantial damages;

develop non-infringing technologies, which may not be feasible; or

acquire licenses to such technology, which may not be available on commercially reasonable terms or at all.

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 and may not be successful. Furthermore, if we fail to obtain necessary licenses, our business could suffer, and we could be exposed to claims
for damages and injunctions from third parties, as well as claims from our customers for indemnification. Unfavorable outcomes in any legal proceedings
involving  intellectual  property  could  result  in  significant  liabilities  or  loss  of  commercial  advantage  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 Form 10-K
on our results of operations, financial condition and cash flows could change in the future.

We face risks in connection with the continuing development and implementation of changes to, and maintenance and security of, our information
technology systems.

We depend on our information technology systems for many aspects of our business. 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,
interruption or failures of third-party provider systems, computer viruses, attacks by computer hackers, ransomware attacks, telecommunication failures,
user errors, malfeasance or catastrophic events. Such events have occurred in the past and may occur in the future. Cybersecurity breaches could result in
unauthorized disclosure of confidential information and/or disruptions to our operations. While we have not experienced a material information security
breach, we cannot be sure that such a breach will not occur in the future. The IT systems in our factories are at varying levels of sophistication and maturity
as  the  factories  have  different  sets  of  products,  processes  and  customer  expectations.  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. From time to time,

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we  make  additions  or  changes  to  our  information  technology  systems.  For  example,  we  continue  to  further  integrate  our  Japan  operations’  information
technology  systems  into  our  existing  systems  and  processes.  We  face  risks  in  connection  with  current  and  future  projects  to  install  or  integrate  new
information technology systems or upgrade our existing systems. These risks include:

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delays in the design and implementation of the system;

costs may exceed our plans and expectations; and

disruptions resulting from the implementation, integration or cybersecurity breach of the systems 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 information technology systems are disrupted or if we are unable to successfully install new
systems or improve, upgrade, integrate or expand upon our existing systems. We maintain insurance policies for various types of information security risks,
including network security and privacy liability for third party claims, and business interruption and system failure reimbursement coverage, but we do not
carry insurance for all the above referred risks. With regard to the insurance we do maintain, we cannot assure you that it would be sufficient to cover all of
our potential losses. As  a  result,  our  business,  financial  condition,  results  of  operations  and  cash  flows  could  be  materially  and  adversely  affected  by  a
disruption, failure or breach of our information technology systems.

Risks Related to Our Indebtedness

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 contain, and debt we incur in the future 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,
certain of our debt agreements contain, and 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.

Our substantial indebtedness could have a material adverse effect on our financial condition and prevent us from fulfilling our obligations.

We have a substantial amount of debt, and the terms of the agreements governing our indebtedness allow us and our subsidiaries to incur more debt, subject
to certain limitations. As of December 31, 2023, our total debt balance was $1,203.5 million, of which $131.6 million was classified as a current liability
and  $679.7  million  was  collateralized  indebtedness  at  our  subsidiaries.  We  may  consider  investments  in  joint  ventures,  increased  capital  expenditures,
refinancings or acquisitions which may increase our indebtedness. If new debt is added to our consolidated debt level, the related risks that we face could
increase.

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;

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limit our ability to fund future working capital, capital expenditures, research and development and other business opportunities, including joint
ventures and acquisitions;

require us to dedicate a substantial portion of our cash flow from operations to service payments of interest and principal on our debt, thereby
reducing the availability of our cash flow to fund future working capital, capital expenditures, research and development expenditures and other
general corporate requirements;

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;

limit, along with the financial and other covenants in our indebtedness, our ability to borrow additional funds;

limit  our  ability  to  refinance  our  existing  indebtedness,  particularly  during  periods  of  adverse  credit  market  conditions  when  refinancing
indebtedness may not be available under interest rates and other terms acceptable to us or at all; and

increase our cost of borrowing.

We are exposed to fluctuations in interest rates and changes in credit risk, which could have a material adverse impact on our earnings as it relates to
the market value of our investment portfolio.

We  maintain  an  investment  portfolio  of  various  holdings,  types  and  maturities.  Our  portfolio  includes  available-for-sale  debt  investments,  the  values  of
which  are  subject  to  market  price  volatility  resulting  from  interest  rate  movements,  changes  in  credit  risk  and  financial  market  conditions.  If  such
investments suffer market price declines, we may recognize in earnings the decline in the fair value of our investments below their cost basis when the
decline is judged to be an impairment, including an allowance for credit loss.

Risks Related to Our Common Stock

James J. Kim and members of his family can effectively determine or substantially influence the outcome of all matters requiring stockholder approval.

As of December 31, 2023, James J. Kim, the Executive Chairman of our Board of Directors, Susan Y. Kim, the Executive Vice Chairman of our Board of
Directors, and members of the Kim family and affiliates owned approximately 132.0 million shares, or approximately 54%, of our outstanding common
stock. The Kim family also has options to acquire approximately 0.6 million shares. If the options are exercised, the Kim family’s total ownership would be
an aggregate of approximately 132.6 million shares, or approximately 54% of our outstanding common stock.

In June 2013, the Kim family exchanged convertible notes issued by Amkor in 2009 for approximately 49.6 million shares of common stock (the “Convert
Shares”). As of December 31, 2023, the Kim family owns 39.6 million Convert Shares. The Convert Shares owned by the Kim family are subject to a
voting agreement. The voting agreement requires the Kim family to vote these shares in a “neutral manner” on all matters submitted to our stockholders for
a vote, so that such 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 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  Convert  Shares  terminates  upon  the  earliest  of  (i)  such  time  as  the  Kim  family  no  longer
beneficially owns any of the 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. 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

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could also negatively affect our stock’s market price or decrease any premium over market price that an acquirer might otherwise pay. Concentration of
ownership also reduces the public float of our common stock. There may be less liquidity and higher price volatility for the stock of companies with a
smaller public float compared to companies with broader public ownership. Also, the sale or the prospect of the sale of a substantial portion of the Kim
family shares may cause the market price of our stock to decline significantly.

We may decrease or suspend our quarterly dividend, and any decrease in or suspension of the dividend could cause our stock price to decline.

Since October 2020, we have declared a regular quarterly cash dividend on our outstanding common stock. However, the payment, amount and timing of
future cash dividends are subject to the final determination each quarter by our Board of Directors or a committee thereof that there are sufficient funds
available  to  lawfully  pay  a  dividend,  that  the  dividend  is  compliant  with  the  applicable  restrictions  in  our  debt  agreements  and  that  the  payment  of  the
dividend  remains  in  our  and  our  stockholders’  best  interests.  The  determination  will  be  based  on  our  results  of  operations,  financial  condition,  cash
requirements, debt restrictions and other factors. Given these considerations, we may increase or decrease the amount of the dividend at any time and may
also decide to vary the timing of or suspend the payment of dividends in the future. Any decrease or suspension of dividend payments could cause our
stock price to decline.

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Risks Related to Human Capital and Management

We face risks trying to attract, retain or replace 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 intensifying, accelerated by increasing competition in the semiconductor industry for talent to
meet strong demand, and our business could be materially and adversely affected by the loss of the services of any of our existing key personnel, including
senior management and technical talent, as a result of competition or for any other reason. Labor shortages could also result in higher wages that would
increase our labor costs, which could reduce our profits. Although  we  have  entered  into  agreements  with  our  Chief  Executive  Officer  and  certain  other
executives  that  would  prevent  them  from  working  for,  or  impose  financial  penalties  for  doing  business  with,  our  competitors  in  the  event  that  those
executives cease working for us, we cannot assure you that we will be successful in our efforts to retain or replace 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.

Risks Related to Regulatory, Legal and Tax Challenges

We may face warranty claims, product return and liability risks, economic damage claims and negative publicity if our packages fail.

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

We  receive  warranty  claims  from  our  customers  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 materially and 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 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.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report financial results or prevent fraud.

Our  internal  controls  over  financial  reporting  may  not  prevent  or  detect  misstatements  because  of  their  inherent  limitations,  including  the  possibility  of
human  error,  the  circumvention  or  overriding  of  controls,  fraud  or  corruption.  Therefore,  even  effective  internal  controls  can  provide  only  reasonable
assurance  with  respect  to  the  preparation  and  fair  presentation  of  financial  statements.  In  addition,  projections  concerning  the  effectiveness  of  internal
controls in future periods are subject to the risk that our internal controls may become inadequate because of changes in conditions, or that the degree of
compliance with our policies or procedures may deteriorate.

We  assess  our  internal  controls  and  systems  on  an  ongoing  basis,  and  from  time-to-time,  we  update  and  make  modifications  to  our  global  enterprise
resource  planning  system.  We  have  implemented  several  significant  enterprise  resource  planning  and  shop  floor  management  systems  and  expect  to
implement  additional  similar  systems  in  the  future.  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 could suffer adverse tax and other financial consequences if there are changes in tax laws or taxing authorities do not agree with our interpretation
of applicable tax laws, including whether we continue to qualify for conditional reduced tax rates, or if we are required to establish or adjust valuation
allowances on deferred tax assets.

We earn a substantial portion of our income in foreign countries, and our operations are subject to tax in multiple jurisdictions with complicated and varied
tax regimes. Tax laws and income tax rates in these jurisdictions are subject to

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change  due  to  economic  and  political  conditions.  Changes  in  the  tax  laws  of  foreign  jurisdictions  could  arise  as  a  result  of  the  base  erosion  and  profit
shifting project that was undertaken by the Organization for Economic Cooperation and Development (“OECD”). The OECD, which represents a coalition
of member countries, recommended changes to long-standing tax principles related to transfer pricing and has developed model rules including establishing
a global minimum corporate income tax tested on a jurisdictional basis (the “Pillar Two Model Rules”). Some countries have already started to implement
laws  based  on  the  Pillar  Two  Model  Rules  to  be  effective  in  2024.  There  can  be  no  assurance  that  our  effective  tax  rate,  tax  payments  or  conditional
reduced  tax  rates  will  not  be  adversely  affected  as  countries  independently  amend  their  tax  laws  to  adopt  Pillar  Two  Model  Rules.  Changes  in  U.S.  or
foreign tax laws, including new or modified guidance with respect to existing tax laws, could have a material adverse impact on our liquidity, results of
operations, financial condition and cash flows.

Our tax liabilities are based, in part, on our corporate structure, interpretations of various U.S. and foreign tax laws, including withholding tax, compliance
with  conditional  reduced  tax  rate  requirements,  application  of  changes  in  tax  law  to  our  operations  and  other  relevant  laws  of  applicable  taxing
jurisdictions. From time to time, taxing authorities 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 conditional reduced tax rates. If they do not
agree,  we  may  seek  to  enter  into  settlements  with  the  taxing  authorities.  We  may  also  appeal  a  taxing  authority’s  determination  to  the  appropriate
governmental authorities, but we cannot be sure we will prevail. If we do not prevail or if we enter into settlements with taxing authorities, we may have to
make  significant  payments  or  otherwise  record  charges  (or  reduce  tax  assets)  that  materially  and  adversely  affect  our  results  of  operations,  financial
condition and cash flows. Additionally,  certain  of  our  subsidiaries  operate  under  conditional  reduced  tax  rates,  which  will  expire  in  whole  or  in  part  at
various dates in the future. As those conditional reduced tax rates expire, we expect that our tax expense will increase as income from those jurisdictions
becomes subject to higher statutory income tax rates, thereby reducing our liquidity and cash flow.

We monitor on an ongoing basis our ability to utilize our deferred tax assets and whether there is a need for a related valuation allowance. In evaluating our
ability  to  recover  our  deferred  tax  assets,  in  the  jurisdiction  from  which  they  arise,  we  consider  all  available  positive  and  negative  evidence,  including
scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and recent results of operations. In the event taxable
income falls short of current expectations, we may need to establish a valuation allowance against such deferred tax assets that, if required, could materially
and adversely affect our results of operations.

Environmental, health and safety liabilities and expenditures could have a material adverse effect on our business, results of operation and financial
condition.

Environmental,  health  and  safety  laws  and  regulations  in  places  we  do  business  impose  various  controls  on  the  use,  storage,  handling,  discharge  and
disposal  of  chemicals  used  or  generated  in,  or  emitted  by,  our  production  processes,  on  the  factories  we  occupy  and  on  the  materials  contained  in
semiconductor products. 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 within the
interconnect terminals typically referred to as leads, pins or balls. The European Union’s Restriction of Hazardous Substances in Electrical and Electronic
Equipment directive and similar laws in other jurisdictions, including China, impose strict restrictions on the placement into the market of electrical and
electronic equipment containing lead and certain other hazardous substances. We may become liable under these and other environmental, health and safety
laws and regulations, including for the cost of compliance and cleanup of any disposal or release of hazardous materials arising out of our former or current
operations, or otherwise as a result of the emission of GHGs or other chemicals, the existence of hazardous materials on our properties or the existence of
hazardous substances in the products for which we perform our services. We could also be held liable for damages, including fines, penalties and the cost of
investigations and remedial actions, and we could be subject to revocation of permits, which may materially and adversely affect our ability to maintain or
expand our operations. Additionally, if Amkor is unable to align its environmental, health and safety practices with shifting customer preferences, we could
suffer reputational harm, which could have a material and adverse effect on our business, results of operations, liquidity and cash flows.

There has also been an increase in regulatory and public attention and industry and customer focus on the materials contained in semiconductor products,
the environmental impact of semiconductor operations and the risk of chemical releases from such operations, climate change, sustainability and related
environmental  concerns.  Increased  regulation  of  and  restriction  on  the  use  of  hazardous  substances  may  impact  our  supply  chain  due  to  decreased
availability,

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necessitate changes in our packaging processes, require us to seek substitutes that may not be readily available in the marketplace or eliminate the use of
such hazardous substances although there may not be a technically feasible alternative. This increased focus on sustainability and the environmental impact
of semiconductor operations and products has caused industry groups and customers to impose additional requirements on us and our suppliers, sometimes
exceeding regulatory standards. These industry and customer requirements include increased tracking and reporting of GHG emissions, reductions in waste
and wastewater from operations, additional reporting on the materials and components used in the products for which we perform our services, and the use
of renewable energy sources in our factory operations. In addition, recent and ongoing changes to climate change regulation could increase our compliance
costs, including as a result of carbon pricing impacts on electrical utilities as well as increased indirect costs resulting from our customers, suppliers, and
other  stakeholders  incurring  additional  compliance  costs  that  are  passed  on  to  us.  We  have  started  to  incur  compliance  costs  within  our  existing
manufacturing infrastructure, and such costs may increase as we expand our manufacturing capacity. To comply with these additional requirements, we
may need to procure additional, or increase the use of, renewable energy, procure additional equipment or make factory or process changes, which could
result in increased operating costs.

General Risk Factors

The Covid-19 pandemic has impacted, and may impact in the future, the supply chain and consumer demand for our customers’ products and services,
and such impact on the supply chain and consumer demand may ultimately have a material and adverse effect on our business, results of operations
and financial condition.

The impacts of the Covid-19 pandemic varied by location, by industry and by end market. We, our suppliers and our customers were disrupted by worker
illness  and  absenteeism,  quarantines  and  restrictions  on  employees’  ability  to  work,  office  and  factory  closures,  disruptions  to  ports  and  other  shipping
infrastructure and border closures or other travel or health-related restrictions. Restrictions on our workforce or access to our manufacturing facilities, or
similar limitations for our suppliers, or restrictions or disruptions of transportation in order to contain the spread of Covid-19 caused disruptions to our
supply chain in connection with the sourcing of equipment, supplies and other materials, and similar restrictions in the future could limit our capacity to
meet customer demand and have a material adverse effect on our business, results of operations and financial condition. Restrictions may be implemented
in response to the emergence of new variants or re-emergence of Covid-19, 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.

The  spread  of  Covid-19  caused  us  to  modify  our  business  practices  (including  corporate  hygiene  protocols  at  factories,  restricting  employee  travel  and
employee  work  locations  and  cancelling  physical  participation  in  meetings,  events  and  conferences)  and,  while  the  long-term  impact  of  the  Covid-19
pandemic  remains  uncertain,  we  have  retained  certain  of  those  enhanced  measures  as  part  of  our  commitment  to  protect  the  health  and  safety  of  our
employees. We may also take further actions in the future as may be required by government authorities or that we determine to be in the best interests of
our  employees,  customers  and  suppliers.  There  is  no  certainty  that  such  measures  will  be  sufficient  to  mitigate  the  future  impact  of  Covid-19,  and  our
ability to perform critical functions could be harmed.

Our  business  and  financial  condition  has  been  adversely  affected,  and  could  be  adversely  affected  in  the  future,  by  natural  disasters  and  other
calamities, health conditions or pandemics, political instability, hostilities or other disruptions.

We have significant packaging and test services and other operations in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and
the Vietnam Facility. Such operations are or could be subject to: natural disasters, such as earthquakes, tsunamis, typhoons, floods, droughts, volcanoes and
other  severe  weather  and  geological  events,  and  other  calamities,  such  as  fire;  the  outbreak  of  infectious  diseases  (such  as  Covid-19  and  other
coronaviruses, Ebola or flu); industrial strikes; government-imposed travel restrictions or quarantines; breakdowns of equipment; difficulties or delays in
obtaining materials, equipment, utilities and services; political events or instability; acts of war or armed conflict (such as ongoing conflicts in Ukraine and
Israel); terrorist incidents and other hostilities in regions where we have facilities; and industrial accidents and other events, that could disrupt or even shut
down our operations. While our global manufacturing footprint allows us to shift production to other factories without substantial cost or production delays,
certain of our services are currently performed using equipment located in one or only a subset of our factories. A major disruption or shutdown of any
such factory could completely impair our ability to perform those services or

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require us to shift them to another location. As a result, our ability to fulfill customer orders may be impaired or delayed, and we could incur significant
losses.

For example, in April 2016, our Kumamoto factory was damaged by earthquakes in Japan. As a result of these earthquakes, our sales were reduced due to
the  temporary  disruption  in  operations,  and  we  incurred  earthquake-related  costs  for  damaged  inventory,  buildings  and  equipment.  Our  suppliers  and
customers also have significant operations in such locations, and this could compound the effect of any such disruption. 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, or customer approval, to service customer demands in our other facilities. A natural disaster or other calamity, political instability, the occurrence
of hostilities or other event 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.

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.

We maintain insurance policies for various types of property, casualty and other risks, but we do not carry insurance for all the above referred risks. With
regard  to  the  insurance  we  do  maintain,  we  cannot  assure  you  that  it  would  be  sufficient  to  cover  all  of  our  potential  losses.  As  a  result,  our  business,
financial condition, results of operations and cash flows could be materially and adversely affected by natural disasters and other calamities.

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Item 1B.

Unresolved Staff Comments

None.

Item 1C.

Cybersecurity

Cybersecurity Risk Management and Strategy

Our  cybersecurity  measures  are  designed  to  help  protect  our  information  security  systems  from  cybersecurity  threats.  Our  Global  Information  Security
Team is led by our Corporate Vice President and Chief Information Officer (“CIO”) and is composed of key functional leaders. Our  Global  Information
Security Team assesses, identifies and manages cybersecurity risks to the Company, including by:

•

•

Assessing, identifying and managing cybersecurity risks to our information systems: We assess, identify and manage cybersecurity risks to our
information  systems,  including  by:  (i)  establishing  and  maintaining  a  governance  structure  that  includes  policies,  procedures  and  processes
designed to manage cybersecurity threats and cybersecurity incidents; (ii) conducting ongoing risk assessments, including to identify and assess
cybersecurity risks; (iii) developing and implementing an overall risk management strategy, which includes cybersecurity risks; (iv) overseeing,
identifying and managing risks from cybersecurity threats associated with our use of third-party service providers and our supply chain; and (v)
engaging  external  experts,  including  cybersecurity  assessors,  consultants  and  auditors  to  evaluate  and  test  our  cybersecurity  measures  and  risk
management processes; and

Establishing  a  program  to  assess  and  help  mitigate  cybersecurity  threats:  We  are  committed  to  establishing  a  program  to  assess  and  help
mitigate cybersecurity threats through: (i) conducting employee training on cybersecurity risks and best practices; (ii) implementing measures to
classify  and  protect  data;  and  (iii)  taking  steps  to  be  aware  of  and  address  new  cybersecurity  threats,  including  through  the  receipt  of  threat
information from third-parties that helps us proactively prevent and detect cybersecurity threats.

Impact of Cybersecurity Risks

We assess, on an ongoing basis, the potential impact of risks from cybersecurity threats on us and our business. During the reporting period, we have not
identified any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected, or are reasonably
likely to materially affect us, including our business strategy, results of operations or financial condition.

Board Oversight of Cybersecurity Risks

Our  Board  of  Directors,  through  the  Audit  Committee,  provides  strategic  oversight  regarding  risks  from  cybersecurity  threats  through  oversight  of  our
overarching cybersecurity posture and risk management practices. The Audit Committee receives periodic updates from our CIO on the current status of
our cybersecurity program and risks from cybersecurity threats, and our Board of Directors is apprised of significant cybersecurity matters.

Management’s Role in Assessing and Managing Material Risks from Cybersecurity Threats

Management  is  responsible  for  assessing  and  managing  risks  from  cybersecurity  threats.  Specifically,  our  CIO,  supported  by  our  Global  Information
Security  Team,  is  responsible  for  the  overall  management  of  our  information  security  program,  which  includes  assessing,  identifying  and  managing
cybersecurity risks and material risks from cybersecurity threats. The Company’s CIO was promoted to the position in January 2024 after serving as Senior
Vice President – Enterprise Applications since July 2022. The CIO has more than 25 years of manufacturing experience, mostly in IT leadership roles in
the  semiconductor  industry,  and  holds  electrical  and  computer  engineering  degrees  from  the  University  of  Missouri  and  an  MBA  from  The  Ohio  State
University.

Members of the Global Information Security Team possess expertise in various disciplines that are key to effectively managing our information security
program.  Team  members  represent  relevant  functions  within  the  organization  (e.g.,  Risk  and  Compliance,  Security  Operation  Center  &  Network
Engineering  and  Operational  Technology).  Each  Global  Information  Security  Team  member  has  more  than  15  years  of  experience  working  for  large
enterprises in the

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information  technology  and  information  security  space.  This  includes,  but  is  not  limited  to,  expertise  in  data  infrastructure,  operations  and  information
security and risk and compliance. In addition, our CIO and certain members of the Global Information Security Team are informed about and monitor the
prevention, detection, mitigation and remediation of cybersecurity incidents through their participation in incident response protocols.

Item 2.

Properties

The  location  and  size  of  our  manufacturing  and  research  and  development  facilities  are  set  forth  in  the  table  below.  All  facilities  are  owned  unless
otherwise specified. Generally, our facilities are collateral for indebtedness incurred by our subsidiary for the jurisdiction in which the facilities are located.

China (1)
Japan
Korea
Malaysia (1)
Philippines (2)
Portugal
Taiwan (1)
Vietnam (1) (3)

Total all facilities

(1) Land is leased.

Approximate Facility Size
(Square Feet)

Owned

Leased

Total

1,398,000 
1,488,000 
4,440,000 
386,000 
765,000 
519,000 
1,100,000 
1,181,000 
11,277,000 

— 
285,000 
— 
— 
557,000 
— 
16,000 
— 
858,000 

1,398,000 
1,773,000 
4,440,000 
386,000 
1,322,000 
519,000 
1,116,000 
1,181,000 
12,135,000 

(2) As a result of foreign ownership restrictions in the Philippines, the land is leased. A portion of the land we lease is owned by realty companies in

which we own a 40% interest.

(3)

In October 2023, we completed construction for the first phase of the Vietnam Facility. High-volume manufacturing is expected to begin in the
second half of 2024.

Our executive offices, which are leased, are located in Tempe, Arizona and Singapore. We believe that our existing properties are in good condition and
suitable for the conduct of our business and that the productive capacity of such properties is substantially being utilized or we have plans to utilize it.

Item 3.

Legal Proceedings

From  time  to  time,  we  may  become  involved  in  various  disputes  and  litigation  matters  that  arise  in  the  ordinary  course  of  our  business.  These  include
disputes and lawsuits related to intellectual property, acquisitions, licensing, contracts, tax, regulatory compliance, employee relations and other matters.
For a discussion of our material legal proceedings, see Note 17 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Item 4.

Mine Safety Disclosures

Not applicable.

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Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

LISTING ON THE NASDAQ GLOBAL SELECT MARKET

PART II

Our  common  stock  is  traded  on  the  Nasdaq  Global  Select  Market  under  the  symbol  “AMKR.”  There  were  approximately  79  holders  of  record  of  our
common stock as of February 9, 2024.

DIVIDEND POLICY

In October 2020, our Board of Directors approved the initiation of a regular quarterly cash dividend on our common stock. Each quarter since the adoption
of this dividend policy, the Company has declared and paid a quarterly dividend. In November 2023, our Board of Directors approved a quarterly dividend
of $0.07875 per share, a 5% increase from the rate set in November 2022.

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. Refer to the “Liquidity” section in Item 7 of this Form 10-K for additional information.

RECENT SALES OF UNREGISTERED SECURITIES

None.

EQUITY COMPENSATION PLANS

The information required by this item regarding equity compensation plans is set forth in Part III, Item 12 of this Form 10-K.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

The following table provides information regarding repurchases of our common stock during the three months ended December 31, 2023:

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

Approximate Dollar Value of
Shares that May Yet Be
Purchased Under the Plans or
Programs ($)

October 1 - October 31
November 1 - November 30
December 1 - December 31

Total

—  $
— 
2,949 
2,949  $

— 
— 
29.40 
29.40 

—  $
— 
— 
— 

— 
— 
— 

(a) Represents  shares  of  common  stock  surrendered  to  us  to  satisfy  tax  withholding  obligations  associated  with  share-based  compensation  awards

issued to employees.

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PERFORMANCE GRAPH 

(1)

(1) The preceding Stock Performance Graph is not deemed filed with the SEC and shall not be incorporated by reference in any of our filings under the
Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any
general incorporation language in any such filing. The stock performance shown on the performance graph above is not necessarily indicative of future
performance. We will not make or endorse any predictions as to Amkor’s future stock performance.

The  following  table  sets  forth  the  cumulative  total  returns  included  in  the  preceding  Stock  Performance  Graph  for  the  years  ended  December  31,  2018
through 2023:

Amkor Technology, Inc.
S&P Midcap 400
PHLX Semiconductor

Item 6.



For the Year Ended December 31,

2018

2019

2020

2021

2022

2023

$

100.00  $
100.00 
100.00 

198.17  $
126.20 
163.26 

230.48  $
143.44 
250.87 

381.57  $
178.95 
358.37 

372.81  $
155.58 
233.37 

523.13 
181.15 
389.74 

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section includes comparisons of certain 2023 financial information to the same information for 2022. For discussion of 2022 results in comparison
with 2021 results refer to “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” in our Annual Report on Form 10-K
filed with the SEC on February 22, 2023.

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,  providing  our  customers  with  a
geographically  diverse  manufacturing  footprint,  growing  within  the  industry  secular  growth  markets  of  5G,  automotive,  HPC  and  IoT,  optimizing
utilization of existing assets, and selectively growing our scale and scope through strategic investments.

We are an industry leader in developing and commercializing advanced packaging and test technologies, which we believe provide substantial value to our
customers. Advanced  packages,  which  account  for  a  significant  portion  of  mobile  phone  semiconductor  value,  are  the  preferred  choice  in  the  high-end
smartphone market. The use of advanced packages in automotive applications is also growing, largely due to new, data-intensive applications which require
increased pin count and performance. With the continuing trend towards cloud-based computing and the expanding use of artificial intelligence, innovative
advanced packaging solutions are needed to achieve the increased performance and power consumption requirements for this market. In consumer devices,
further miniaturization and increasing functionality within IoT devices also require advanced packaging. We believe that demand for advanced packaging
services  will  continue  to  grow  as  our  customers  and  leading  electronics  OEMs  strive  for  smaller  device  geometries,  higher  levels  of  integration  and
performance  and  lower  power  consumption.  We  intend  to  continue  to  leverage  our  investments  in  advanced  technology  to  meet  the  demand  for  these
services in high growth markets.

Our broad geographic footprint, including our manufacturing presence in Portugal and our headquarters in the United States, are key differentiators for us
and  position  us  to  continue  to  support  global  supply  chains  and  to  participate  in  initiatives  to  regionalize  supply  chains.  We  are  preparing  to  deliver
advanced  SiP  modules  and  other  advanced  packages  from  our  Vietnam  Facility  beginning  in  the  second  half  of  2024,  which  we  believe  will  provide
customers with a cost-competitive high-volume manufacturing location that offers additional supply chain diversification.

Another key factor in our success is the optimization of asset utilization. We build and utilize manufacturing lines which support multiple customers, and
we increase factory utilization through sophisticated planning processes and intensive efficiency improvement activities.

From time to time, we identify attractive opportunities to strengthen our leadership position and market share through expansion of our operations, joint
ventures,  acquisitions  and  other  strategic  investments.  We  believe  that  selective  growth  through  these  strategic  actions  can  further  strengthen  customer
relationships, help to maintain and enhance our technological leadership, diversify our revenue streams and improve our profits.

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. We believe that the general
semiconductor market is currently going through a cyclical correction. 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,  recession  or
subsequent economic recovery.

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 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

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or  equity  financings  and  our  investment  strategy.  As  of  December  31,  2023,  we  had  cash  and  cash  equivalents  and  short-term  investments  of  $1,119.8
million and $474.9 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 Part 1, Item
1A of this Form 10-K. We expect macroeconomic conditions to be challenging in the first half of 2024. To prepare for future growth, we will continue to
make prudent investments, and we will closely manage capacity expansion and control costs in response to changes in market conditions.

2023 Financial Summary

Our net sales decreased $588.5 million or 8.3% to $6,503.1 million in 2023 from $7,091.6 million in 2022. The decrease was primarily due to lower sales
in our consumer and computing end markets, partially offset by growth in our communications end market.

Gross  margin  decreased  to  14.5%  in  2023  compared  to  18.8%  in  2022.  The  decrease  in  gross  margin  was  primarily  due  to  an  increase  in  the  mix  of
products sold with higher material content, the decrease in net sales and resulting lower factory utilization.

Operating income margin decreased 550 basis points to 7.2% in 2023 from 12.7% in 2022. The decrease in our operating income margin was due to the
decrease in our gross margin discussed above along with an increase in research and development expenses, primarily due to additional equipment and
overhead  costs  to  support  development  projects  in  advanced  packaging  technologies,  partially  offset  by  projects  that  moved  into  production.  Operating
income margin was also impacted by an increase in selling, general and administrative expenses, primarily due to costs associated with the opening of the
Vietnam Facility and increased bad debt expense, partially offset by a reduction in employee compensation costs.

In 2023, our capital expenditures totaled $749.5 million, or 11.5% of net sales, compared to $908.3 million, or 12.8% of net sales in 2022. Our spending
was primarily focused on investments in advanced packaging and test equipment and the Vietnam Facility.

Net cash provided by operating activities was $1,270.0 million for the year ended December 31, 2023, compared to $1,098.8 million for the year ended
December 31, 2022. This increase was primarily due to changes in working capital, offset by lower net sales and operating profits.

In November 2023, our Board of Directors approved a quarterly dividend of $0.07875 per share, a 5% increase from the rate set in November 2022. In
2023, we paid total quarterly cash dividends of $74.7 million.

Results of Operations

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

Net sales
Materials
Labor
Other manufacturing costs
Gross margin
Selling, general and administrative
Research and development
Operating income
Net income attributable to Amkor

For the Year Ended December 31

2023

2022

2021

100.0 %
55.1 %
9.9 %
20.5 %
14.5 %
4.5 %
2.7 %
7.2 %
5.5 %

100.0 %
51.4 %
10.0 %
19.8 %
18.8 %
4.0 %
2.1 %
12.7 %
10.8 %

100.0 %
46.1 %
12.3 %
21.6 %
20.0 %
4.8 %
2.7 %
12.4 %
10.5 %

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Net Sales

Net sales

$

6,503,065  $

7,091,585  $

6,138,329  $

(588,520)

(8.3)% $

953,256 

15.5 %

2023

2022

2021

2023 over 2022

2022 over 2021

(In thousands, except percentages)

Change

The $588.5 million decrease in net sales in 2023 compared to 2022 was primarily due to lower sales in our consumer and computing end markets, partially
offset by growth in our communications end market. The consumer and computing end markets decreased 38% and 11%, respectively, in 2023 compared to
2022.  These  end  markets  were  impacted  by  the  cyclical  correction  of  the  semiconductor  market,  product  lifecycle  changeovers  and  weaker  demand.
Despite this cyclical correction, communications, our largest end market, grew 4% in 2023 compared to 2022, due to market share gains and the increase in
silicon content within premium tier smartphones.

Gross Profit and Gross Margin

Gross profit
Gross margin

2023

2022

2021

2023 over 2022

2022 over 2021

Change

$

943,153 

$

1,329,987 

(In thousands, except percentages)
1,225,554 

$

$

(386,834)

$

104,433 

14.5 %

18.8 %

20.0 %

(4.3)%

(1.2)%

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  on  product  mix,  utilization,
foreign currency exchange rate movements and seasonality. We have expanded our business in advanced packaging which tends to have higher material
costs than our other products. As we continue to increase production of these higher material cost products, there could be an impact on our profitability,
depending on overall utilization.

Gross profit and gross margin decreased for 2023 compared to 2022 primarily due to an increase in the mix of products sold with higher material content,
the decrease in net sales and resulting lower factory utilization.

Selling, General and Administrative

Selling, general and administrative $

295,393  $

283,372  $

(In thousands, except percentages)
296,084  $

12,021 

4.2 % $

(12,712)

(4.3)%

2023

2022

2021

2023 over 2022

2022 over 2021

Change

Selling, general and administrative expenses increased in 2023 compared to 2022. The increase was primarily due to costs associated with the opening of
the Vietnam Facility and increased bad debt expense, partially offset by a reduction in employee compensation costs.

Research and Development

Research and development

$

177,473  $

149,429  $

(In thousands, except percentages)
166,037  $

28,044 

18.8 % $

(16,608)

(10.0)%

2023

2022

2021

2023 over 2022

2022 over 2021

Change

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

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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 increased in 2023 compared to 2022 primarily due to additional equipment and overhead costs to support development
projects in advanced packaging technologies, partially offset by projects that moved into production.

Other Income and Expense

2023

2022

2021

2023 over 2022

2022 over 2021

Change

Interest expense
Interest income
Foreign currency (gain) loss, net
Loss on debt retirement
Other

Total other expense, net

$

$

59,000  $
(48,458)
18,361 
— 
(2,457)
26,446  $

58,563  $
(12,762)
(1,572)
464 
(4,439)
40,254  $

(In thousands, except percentages)
51,508  $
(1,065)
723 
— 
(2,799)
48,367  $

437 
(35,696)
19,933 
(464)
1,982 
(13,808)

0.7 % $

>100%
>(100)%
(100.0)%
(44.6)%
(34.3)% $

7,055 
(11,697)
(2,295)
464 
(1,640)
(8,113)

13.7 %
>100%
>(100)%
100 %
58.6 %

(16.8)%

Interest income increased in 2023 compared to 2022, primarily due to higher interest rates on our cash and cash equivalents and available-for-sale debt
investment balances.

The changes in foreign currency (gain) loss, net for the 2023 compared to the 2022 were primarily due to the higher costs associated with our derivative
instruments, which are used to reduce our exposure to foreign currency gains and losses.

Income Tax Expense

Income tax expense
Effective tax rate

$

81,710 

$

89,890 

$

69,459 

$

(8,180) $

20,431 

18.4 %

10.5 %

9.7 %

2023

2022

2021

2023 over 2022

2022 over 2021

(In thousands, except percentages)

Change

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.

The effective tax rate is below the U.S. statutory rate of 21% primarily due to lower tax rates applicable to our operations in some foreign jurisdictions
where we earn income. The effective tax rate in 2022 includes a $17.8 million tax benefit from the recognition of deferred tax assets we expect to utilize in
future years.

During 2023, 2022 and 2021, our subsidiaries in Korea and Singapore operated under various conditional reduced tax rates. The conditional reduced tax
rates  granted  to  certain  operations  in  the  Philippines  expired  during  2021.  As  these  conditional  reduced  tax  rates  expire,  income  earned  in  these
jurisdictions will be subject to higher statutory income tax rates, which may cause our effective tax rate to increase.

See Note 4 to our Consolidated Financial Statements included in Part II, Item 8 of this Form 10-K for additional information about our income tax expense.

Liquidity

We  assess  our  liquidity  based  on  our  current  expectations  regarding  sales  and  operating  expenses,  capital  spending,  dividend  payments,  stock  and  debt
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,

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short-term investments and availability under our credit facilities, will be sufficient to fund our working capital, capital expenditures, dividend payments,
debt service, debt repurchases 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 or debt under any 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,  including  the  cyclical  nature  of  the
semiconductor industry and other factors discussed in Part I, Item 1A of this Form 10-K.

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 6 and Note 11 to
our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for additional information on our investments and borrowings, respectively.

As  of  December  31,  2023,  we  had  cash  and  cash  equivalents  and  short-term  investments  of  $1,594.7  million.  Included  in  our  cash  and  short-term
investments  balances  as  of  December  31,  2023,  is  $1,439.6  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. For the year ended December 31, 2023, we estimate that repatriation of this foreign cash and short-
term investments would generate withholding taxes and state income taxes of approximately $48 million.

As of December 31, 2023, our net liability associated with unrecognized tax benefits is $27.5 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 timing 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 creditworthiness of customers. For the year ended December 31, 2023 and 2022, we sold accounts receivable totaling $253.9
million and $386.5 million, net of discounts and fees of $1.3 million and $1.1 million, respectively.

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  maximum  borrowing  capacity  under  our  $600.0  million  senior  secured  revolving  credit  facility  (“2022  Singapore  Revolver”)  is  limited  to  a  base
amount  equal  to  the  lesser  of:  (1)  $600.0  million;  or  (2)  $250  million  plus  a  variable  amount  equal  to  37.5%  of  our  consolidated  accounts  receivable
balance. As of December 31, 2023, we had availability of $600.0 million. As of December 31, 2023, our foreign subsidiaries had $615.0 million available
for future borrowings under revolving credit facilities, including the 2022 Singapore Revolver, and $69.7 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 II, Item 8 of this Form 10-K.

As of December 31, 2023, we had debt of $1,203.5 million, with $131.6 million payable within 12 months. As of December 31, 2023, the interest payment
obligations, based on stated coupon rates for fixed rate debt and interest rates applicable at December 31, 2023 for variable rate debt, were $183.1 million
during the remaining term of the debt.

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Interest payment obligations payable within 12 months is $52.4 million. We were in compliance with all debt covenants as of December 31, 2023, 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 II, Item 8 of this Form 10-K.

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 Amkor Technology, Inc. is structurally subordinated in right of payment to all existing and future debt and other liabilities of our subsidiaries.
From time to time, Amkor Technology, Inc., Amkor Technology Taiwan Ltd. (“ATT”), Amkor Advanced Technology Taiwan, Inc. (“AATT”) and Amkor
Technology Singapore Holding Pte. Ltd. (“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 senior notes for cash or
exchange shares of our common stock for our outstanding senior notes. Any such transaction may 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 who were employed prior to August 1, 2015. As of December
31, 2023, the severance liability was $47.8 million, with $7.9 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 December 31, 2023,
we  had  foreign  pension  plan  obligations  of  $47.1  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 II, Item 8 of this
Form 10-K.

We  lease  certain  machinery  and  equipment,  office  space  and  manufacturing  facilities.  As  of  December  31,  2023,  our  total  remaining  operating  lease
obligations  and  finance  lease  obligations  were  $105.2  million  and  $118.0  million,  respectively,  with  $36.9  million  and  $62.3  million  payable  within  12
months, respectively. The lease obligations represent our future minimum lease payments including interest payments. For additional information regarding
our leases, please refer to Note 9 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

We had off-balance sheet purchase obligations for capital expenditures, long-term supply contracts and other contractual commitments. As of December
31, 2023, the purchase obligations were $408.5 million, with $402.0 million payable within 12 months.

Capital Returns

In 2023, we paid total quarterly cash dividends of $74.7 million, and 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.

Capital Resources

We  make  significant  capital  expenditures  in  order  to  service  the  demand  of  our  customers.  In  2023,  our  capital  expenditures  totaled  $749.5  million  or
approximately 11.5% of net sales, which are primarily focused on investments in advanced packaging and test equipment and the Vietnam Facility.

We expect that our 2024 capital expenditures will be approximately $750 million. Ultimately, the amount of our 2024 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

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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. We expect that our 2024 capital expenditures related to our planned advanced packaging and test
facility in Arizona will be primarily for the design and construction planning. The primary sources of funds for our capital expenditures 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  6  and  Note  11  to  our  Consolidated  Financial  Statements  in  Part  II,  Item  8  of  this  Form  10-K  for  additional
information on our investments and borrowings, respectively.
In  addition,  we  are  subject  to  risks  associated  with  our  capital  expenditures,  including  those  discussed  in  Part  I,  Item  1A  of  this  Form  10-K  under  the
caption “We make substantial investments in equipment and facilities to support the demand of our customers, which may materially and adversely affect
our business if the demand of our customers does not develop as we expect or is adversely affected.”

Cash Flows

Net cash provided by (used in) operating, investing and financing activities for each of the three years ended December 31, 2023 was as follows:

Operating activities
Investing activities
Financing activities

For the Year Ended December 31

2023

2022

(In thousands)

2021

$

1,270,020  $
(951,910)
(149,207)

1,098,756  $
(1,007,169)
55,597 

1,121,295 
(943,879)
(30,102)

Operating activities:  Our cash flow provided by operating activities for the year ended December 31, 2023 increased by $171.3 million compared to the
year ended December 31, 2022, primarily due to changes in working capital, offset by lower net sales and operating profits.

Investing activities:  Our cash flow used in investing activities for the year ended December 31, 2023 decreased by $55.3 million compared to the year
ended December 31, 2022, primarily due to decreased payments related to property, plant and equipment and decreased net payments for foreign exchange
forward contracts, offset by higher net payments for short-term investments. Payments for property, plant and equipment can fluctuate based on the timing
of purchase, receipt and acceptance of equipment.

Financing activities:  The net cash used in financing activities for the year ended December 31, 2023 was primarily due to the payments of our quarterly
dividends and finance lease obligations. The net cash provided by financing activities for the year ended December 31, 2022 was primarily due to net debt
borrowings, offset by the payments of our quarterly dividends and finance lease obligations.

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, insurance recovery for
and grants 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.

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Net cash provided by operating activities
Payments for property, plant and equipment
Proceeds from sale of, insurance recovery for and grants for property, plant and
equipment

Free cash flow

Contingencies, Indemnifications and Guarantees

For the Year Ended December 31

2023

2022

(In thousands)

2021

$

$

1,270,020  $
(749,467)

1,098,756  $
(908,294)

13,032 
533,585  $

3,148 
193,610  $

1,121,295 
(779,779)

3,261 
344,777 

Please refer to Note 17 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K for a discussion of contingencies related to litigation
and other legal matters.

Critical Accounting Policies and Use of Estimates

We have identified the policies below as critical to our business operations and the understanding of our results of operations. A summary of our significant
accounting policies used in the preparation of our Consolidated Financial Statements appears in Note 1 to our Consolidated Financial Statements included
in Part II, Item 8 of this Form 10-K. Our preparation of this Form 10-K requires us to make estimates and assumptions that affect the reported amount of
assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses
during the reporting period. There can be no assurance that actual results will not differ from those estimates, including the impact of any deterioration in
the global business and economic environment.

We believe the following critical accounting estimates and policies, which have been reviewed with the Audit Committee of our Board of Directors, affect
our more significant judgments and estimates used in the preparation of our Consolidated Financial Statements.

Revenue Recognition.  We recognize revenue, net of sales, use, value-added and other similar taxes, as a performance obligation is satisfied in an amount
reflecting  the  consideration  to  which  we  expect  to  be  entitled.  We  apply  a  five-step  approach  in  determining  the  amount  and  timing  of  revenue  to  be
recognized: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price;
(4) allocating the transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied.
Substantially all of our revenue is recognized as services are rendered.

Our packaging and test services are our performance obligations to our customers. Our packaging services include wafer bump, probe and assembly. We
provide  packaging  and  test  services  to  our  customers  either  individually  or  as  part  of  a  combined  offering.  In  a  combined  offering,  we  account  for  the
individual services separately if they are determined to be distinct. We determine a service to be distinct if it is separately identifiable from other services in
the combined offering and if a customer can benefit from the unique service on its own or with other resources that are readily available to the customer.

The consideration, including variable consideration, is allocated between the distinct services in a combined offering based upon the stand-alone selling
prices of the individual services. Our services involve a high degree of specialization which are unique based on the design and purpose of the customer’s
wafers. Accordingly, our negotiated pricing reflects the customized nature of our services and represents a customer-specific stand-alone selling price. We
recognize revenue as services are rendered, which generally occurs over the course of two to three weeks. Services are generally billed at completion of
each individual packaging or test service or in some instances at the completion of all services in a combined offering.

We recognize revenue over time as services are rendered because our services create or enhance the customer’s wafer. We utilize an input method (cost
incurred plus estimated margin) to determine the amount of revenue to recognize for in-process, but incomplete, customer orders at a reporting date. During
the period of providing our services, we generally do not control or take ownership of customers’ wafers, nor do we include the cost of the wafer in our cost
calculations.

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We believe that a cost-based input method is the most appropriate manner to measure how we satisfy our performance obligations to customers because the
effort and costs incurred to package and/or test customer wafers are not linear over the duration of these services.

Shipping and handling costs are accounted for as a cost to fulfill our performance obligations to customers. Accordingly, we record customer payments of
shipping and handling costs as a component of net sales, and the costs incurred for shipping and handling are then charged to cost of sales.

Income Taxes.  We operate in and file income tax returns in various U.S. and non-U.S. jurisdictions which are subject to examination by tax authorities. The
tax returns for years where the statute of limitations remains open in all jurisdictions in which we do business are subject to change upon examination. We
believe that we have estimated and provided adequate accruals for potential additional taxes and related interest expense that may ultimately result from
such  examinations.  We  believe  that  any  additional  taxes  or  related  interest  over  the  amounts  accrued  will  not  have  a  material  effect  on  our  financial
condition, results of operations or cash flows. However, resolution of these matters involves uncertainties, and there can be no assurance that the outcomes
will be favorable. In addition, changes in the mix of income from our foreign subsidiaries, expiration of conditional reduced tax rates or changes in tax laws
or regulations could result in increased tax expense and effective tax rates in the future.

Additionally, we monitor on an ongoing basis our ability to utilize our deferred tax assets and whether there is a need for a related valuation allowance. In
evaluating our ability to recover our deferred tax assets in the jurisdictions from which they arise, we consider all available positive and negative evidence,
including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and results of recent operations. With the
exception of a certain foreign jurisdiction and select U.S. and foreign carryforwards, we consider it more likely than not that we will have sufficient taxable
income to allow us to realize these deferred tax assets. However, in the event taxable income falls short of current expectations, we may need to establish a
valuation allowance against such deferred tax assets. We have valuation allowances on certain U.S. federal net operating losses and U.S. foreign tax credit
carryforwards expected to expire unused and on select deferred tax assets in certain foreign jurisdictions. Such valuation allowances are released as the
related tax benefits are realized or when sufficient evidence exists to conclude that it is more likely than not that the deferred tax assets will be realized.

Valuation of Inventory.  We order raw materials based on customers’ forecasted demand. If our customers change their forecasted requirements and we are
unable to cancel our raw materials order, or if our vendors require that we order a minimum quantity that exceeds the current forecasted demand, we will
experience  a  build-up  in  raw  material  inventory.  We  will  either  seek  to  recover  the  cost  of  the  materials  from  our  customers  or  utilize  the  inventory  in
production. However, we may not be successful in recovering the cost from our customers or be able to use the inventory in production and, accordingly, if
we believe that it is probable that we will not be able to recover such costs, we reduce the carrying value of our inventory. Additionally, we reduce the
carrying value of our inventories by the cost of inventory we estimate is excess and obsolete based on the age of our inventories. When a determination is
made  that  the  inventory  will  not  be  utilized  in  production  or  is  not  saleable,  it  is  written  off.  The  forecast  of  demand  and  the  evaluation  of  inventory
recoverability  require  estimates  and  judgment.  Although  we  make  an  effort  to  ensure  forecasted  demand  and  estimates  of  inventory  are  accurate,  any
unanticipated changes could have a material effect on our financial condition and result of operations.

Inventories consist of raw materials and purchased components and are stated at the lower of cost and net realizable value. Cost is principally determined
by standard cost or the weighted moving average method, both of which approximate actual cost. For inventory valued using the standard cost method, we
review and set our standard costs as needed, but at a minimum on a quarterly basis.

Valuation of Long-lived Assets. We review long-lived assets, which include property, plant and equipment and goodwill, for impairment whenever events or
changes  in  circumstances  indicate  that  the  carrying  amount  may  not  be  recoverable.  Factors  we  consider  important  which  could  trigger  an  impairment
review include the following:

•
•
•
•

significant under-performance relative to expected historical or projected future operating results;
significant changes in the manner of our use of the asset;
significant negative industry or economic trends; and
our market capitalization relative to net book value.

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Table of Contents

Recoverability  of  a  long-lived  asset  group  to  be  held  and  used  in  operations  is  measured  by  a  comparison  of  the  carrying  amount  to  the  sum  of  the
undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If such asset group is considered to be impaired, the
impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. Long-lived assets to be disposed of are
carried at the lower of cost or fair value less the costs of disposal.

We  review  goodwill  for  impairment  annually  during  the  fourth  quarter  of  each  year  and  whenever  events  or  changes  in  circumstances  indicate  that  an
impairment may exist. Impairment losses are recorded when the carrying amount of the reporting unit exceeds its fair value.

Recently Issued Standards

For information regarding recently adopted and recently issued accounting standards, see Note 1 to our Consolidated Financial Statements included in Part
II, Item 8 of this Annual Report on Form 10-K.

Item 7A.    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.

Foreign Currency Risk

The  U.S.  dollar  is  our  reporting  and  functional  currency  for  our  subsidiaries,  except  for  our  Japan  operations,  where  the  Japanese  yen  is  the  functional
currency. In order to reduce our exposure to foreign currency gains and losses, we use natural hedging techniques and forward contracts to mitigate foreign
currency risk.
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 December 31,
2023, to assess the potential impact of fluctuations in exchange rates for all foreign denominated assets and liabilities. Assuming that all foreign currencies
appreciated 10% against the U.S. dollar and taking into account our foreign currency forward contracts, our income before taxes as of December 31, 2023
would have been approximately $14 million lower, due to the remeasurement of monetary assets and liabilities.

In addition, we have foreign currency exchange rate exposure on our results of operations. For the year ended December 31, 2023, approximately 90% of
our net sales were denominated in U.S. dollars. Our remaining net sales were principally denominated in Japanese yen. For the year ended December 31,
2023,  approximately  60%  of  our  cost  of  sales  and  operating  expenses  were  denominated  in  U.S.  dollars  and  were  largely  for  raw  materials  and  costs
associated with property, plant and equipment. The remaining portion of our cost of sales and operating expenses was principally denominated in the Asian
currencies where our production facilities are located and largely consisted of labor. To the extent that the U.S. dollar weakens against these Asian-based
currencies, similar foreign currency denominated income and expenses in the future will result in higher sales, higher cost of sales and operating expenses,
with cost of sales and operating expenses having the greater impact on our financial results. Similarly, our sales, cost of 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
December 31, 2023 to assess the potential impact of fluctuations in exchange rates for all foreign denominated sales and operating expenses. Assuming that
all foreign currencies appreciated 10% against the U.S. dollar, our operating income for the year ended December 31, 2023 would have been approximately
$144 million lower.

There  are  inherent  limitations  in  the  sensitivity  analysis  presented,  primarily  the  assumption  that  foreign  exchange  rate  movements  across  multiple
jurisdictions would change instantaneously in an equal fashion. As a result, the analysis is

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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.

Our Consolidated Financial Statements are impacted by changes in exchange rates at the entity where the local currency is the functional currency. The
effect of foreign exchange rate translation for these entities was a loss of $3.8 million and $10.7 million for the years ended December 31, 2023 and 2022,
respectively, and was recognized as an adjustment to equity through other comprehensive income (loss).

Interest Rate Risk

We have interest rate risk with respect to our available-for-sale debt investments. Our investment portfolio consists of various security types and maturities,
with a significant portion of our portfolio having maturity of one year or less. Our primary objective with our investment portfolio is to invest available
cash while preserving capital and meeting liquidity needs. These securities are subject to interest rate risk and will decrease in value if market interest rates
increase. Due to the relatively short-term nature of our investment portfolio, we believe that an immediate increase in interest rates will not have a material
impact on the fair value of our available-for-sale debt investments. For information regarding our available-for-sale debt investments, see Note 6 to our
Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

In addition, we have interest rate risk with respect to our debt. Our fixed and variable rate debt includes foreign borrowings, revolving credit facilities and
senior notes. 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 table below presents the interest rates, maturities and fair value of our fixed and variable rate debt as of December 31, 2023:

2024

2025

2026

2027

2028

Thereafter

Total

Fair Value

($ in thousands)

Fixed rate debt

Average interest rate

Variable rate debt

Average interest rate

Total debt maturities

$

$

$

121,526

1.4 %

10,098 

3.2 %

131,624 

$

$

$

131,112 

1.7 %

91,500 

6.1 %

222,612 

$

$

$

115,655 

1.8 %

43,000 

6.8 %

158,655 

$

$

$

622,079 

5.9 %
— 
— %

622,079 

$

$

$

74,815 

2.0 %
— 
— %

74,815 

$

$

$

— 
— %
— 
— %

— 

$

$

$

1,065,187 

4.2 %

144,598 

6.1 %

1,209,785 

$

$

$

1,055,635 

142,459 

1,198,094 

For information regarding the fair value of our long-term debt, see Note 16 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

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Table of Contents

Item 8.

Financial Statements and Supplementary Data

We present the information required by Item 8 of Form 10-K here in the following order:

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
Consolidated Statements of Income — Years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income — Years ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets — December 31, 2023 and 2022
Consolidated Statements of Stockholders’ Equity — Years ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows — Years ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
Schedule II — Valuation and Qualifying Accounts — Years ended December 31, 2023, 2022 and 2021

50

Page

51
54
55
56
57
58
60
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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Amkor Technology, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Amkor Technology, Inc. and its subsidiaries (the “Company”) as of December 31, 2023
and 2022, and the related consolidated statements of income, of comprehensive income, of stockholders’ equity and of cash flows for each of the three
years in the period ended December 31, 2023, including the related notes and financial statement schedule of valuation and qualifying accounts for each of
the three years in the period ended December 31, 2023 appearing under Item 8 (collectively referred to as the “consolidated financial statements”). We also
have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of
December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material
respects,  effective  internal  control  over  financial  reporting  as  of  December  31,  2023,  based  on  criteria  established  in  Internal  Control  -  Integrated
Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting,
and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s
internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance  about  whether  the  consolidated  financial  statements  are  free  of  material  misstatement,  whether  due  to  error  or  fraud,  and  whether  effective
internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements,  whether  due  to  error  or  fraud,  and  performing  procedures  that  respond  to  those  risks.  Such  procedures  included  examining,  on  a  test  basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness
exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit
preparation  of  financial  statements  in  accordance  with  generally  accepted  accounting  principles,  and  that  receipts  and  expenditures  of  the  company  are
being  made  only  in  accordance  with  authorizations  of  management  and  directors  of  the  company;  and  (iii)  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness  to  future  periods  are  subject  to  the  risk  that  controls  may  become  inadequate  because  of  changes  in  conditions,  or  that  the  degree  of
compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The  critical  audit  matter  communicated  below  is  a  matter  arising  from  the  current  period  audit  of  the  consolidated  financial  statements  that  was
communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated
financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accounting for Income Taxes

As described in Notes 1 and 4 to the consolidated financial statements, the Company recorded income tax expense of $81.7 million for the year ended
December 31, 2023, and net deferred tax assets of $61.6 million and unrecognized tax benefits of $31.5 million as of December 31, 2023. Income taxes are
accounted  for  using  the  asset  and  liability  method.  Under  this  method,  deferred  income  tax  assets  and  liabilities  are  recognized  for  the  future  tax
consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax basis as well as for net operating loss and tax credit carryforwards. Management monitors on an ongoing basis its ability to utilize deferred tax assets
and whether there is a need for a related valuation allowance. In evaluating the ability to recover deferred tax assets in the jurisdictions from which they
arise, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable
income,  tax-planning  strategies  and  recent  results  of  operations.  The  Company  operates  in  and  files  income  tax  returns  in  various  U.S.  and  foreign
jurisdictions,  which  are  subject  to  examination  by  tax  authorities.  Years  open  to  examination  contain  matters  that  could  be  subject  to  differing
interpretations of applicable tax laws and regulations related to the amount and/or timing of income, deductions and tax credits.

The  principal  considerations  for  our  determination  that  performing  procedures  relating  to  accounting  for  income  taxes  is  a  critical  audit  matter  are  the
significant judgment by management in determining the income tax provision and other tax positions. This in turn led to a high degree of auditor judgment,
subjectivity and effort in performing procedures and in evaluating audit evidence relating to income taxes. The audit effort involved the use of professionals
with specialized skill and knowledge to assist in evaluating the audit evidence obtained.

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Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated
financial  statements.  These  procedures  included  testing  the  effectiveness  of  controls  relating  to  accounting  for  income  taxes,  including  the  controls
addressing  the  completeness  and  accuracy  of  the  data  utilized.  These  procedures  also  included,  among  others  (i)  testing  the  income  tax  provision
calculation and underlying data, including the effective tax rate reconciliation, significant return to provision adjustments, and permanent and temporary
differences, (ii) evaluating management’s assessment of the realizability of deferred tax assets on a jurisdictional basis, (iii) evaluating the identification of
reserves for unrecognized tax benefits and the reasonableness of the “more likely than not” determination considering the jurisdictions, court decisions,
legislative actions, statute of limitations, and developments in tax examinations, and (iv) using professionals with specialized skill and knowledge to assist
in evaluating the reasonableness of management’s judgment and estimates, including application of foreign and domestic tax laws and regulations.

/s/  PricewaterhouseCoopers LLP

Phoenix, Arizona
February 16, 2024

We have served as the Company’s auditor since 2000.

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF INCOME

Net sales
Cost of sales

Gross profit

Selling, general and administrative
Research and development
Total operating expenses
Operating income

Interest expense
Other (income) expense, net
Total other expense, net
Income before taxes

Income tax expense
Net income
Net income attributable to noncontrolling interests

Net income attributable to Amkor
Net income attributable to Amkor per common share:

Basic

Diluted

Shares used in computing per common share amounts:

Basic
Diluted

$

$

$

$

For the Year Ended December 31,

2023

2022

2021

(In thousands, except per share data)

6,503,065  $
5,559,912 
943,153 
295,393 
177,473 
472,866 
470,287 
59,000 
(32,554)
26,446 
443,841 
81,710 
362,131 
(2,318)
359,813  $

7,091,585  $
5,761,598 
1,329,987 
283,372 
149,429 
432,801 
897,186 
58,563 
(18,309)
40,254 
856,932 
89,890 
767,042 
(1,219)
765,823  $

1.46  $

1.46  $

3.13  $

3.11  $

245,628 
247,176 

244,676 
246,205 

6,138,329 
4,912,775 
1,225,554 
296,084 
166,037 
462,121 
763,433 
51,508 
(3,141)
48,367 
715,066 
69,459 
645,607 
(2,612)
642,995 

2.64 

2.62 

243,878 
245,704 

The accompanying notes are an integral part of these statements.

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Net income
Other comprehensive income (loss), net of tax:

Adjustments to net unrealized gains (losses) on available-for-sale debt investments
Adjustments to unrealized components of defined benefit pension plans
Foreign currency translation
Total other comprehensive income (loss)

Comprehensive income
Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Amkor

For the Year Ended December 31,

2023

2022

(In thousands)

2021

$

362,131  $

767,042  $

645,607 

1,785 
1,685 
(3,819)
(349)
361,782 
(2,318)
359,464  $

(1,225)
8,604 
(10,658)
(3,279)
763,763 
(1,219)
762,544  $

(369)
9,834 
(16,757)
(7,292)
638,315 
(2,612)
635,703 

$

The accompanying notes are an integral part of these statements.

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Table of Contents

AMKOR TECHNOLOGY, INC.
CONSOLIDATED BALANCE SHEETS

ASSETS

Current assets:

Cash and cash equivalents
Short-term investments (amortized cost of $474,663 and $283,641, respectively)
Accounts receivable, net of allowances of $8,114 and $365, respectively
Inventories
Other current assets

Total current assets

Property, plant and equipment, net
Operating lease right of use assets
Goodwill
Restricted cash
Other assets

Total assets

LIABILITIES AND EQUITY

Current liabilities:

Short-term borrowings and current portion of long-term debt
Trade accounts payable
Capital expenditures payable
Short-term operating lease liability
Accrued expenses

Total current liabilities

Long-term debt
Pension and severance obligations
Long-term operating lease liabilities
Other non-current liabilities

Total liabilities

Commitments and contingencies (Note 17)
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, 292,167 and 291,249 shares issued, and 245,888 and
245,091 shares outstanding, respectively

Additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Treasury stock, at cost, 46,279 and 46,158 shares, respectively

Total Amkor stockholders’ equity

Noncontrolling interests in subsidiaries

Total equity

Total liabilities and equity

The accompanying notes are an integral part of these statements.

56

December 31,

2023

2022

(In thousands,
except per share data)

1,119,818  $
474,869 
1,149,493 
393,128 
58,502 
3,195,810 
3,299,445 
117,006 
20,003 
799 
138,062 
6,771,125  $

131,624  $
754,453 
106,368 
33,616 
358,414 
1,384,475 
1,071,832 
87,133 
56,837 
175,813 
2,776,090 

959,072 
281,964 
1,365,504 
629,576 
65,123 
3,301,239 
3,135,614 
171,163 
21,517 
3,334 
188,890 
6,821,757 

143,813 
899,164 
146,602 
70,991 
401,841 
1,662,411 
1,088,521 
93,540 
75,745 
201,839 
3,122,056 

— 

— 

292 
2,008,170 
2,159,831 
16,350 
(222,335)
3,962,308 
32,727 
3,995,035 
6,771,125  $

291 
1,996,344 
1,874,644 
16,699 
(219,226)
3,668,752 
30,949 
3,699,701 
6,821,757 

$

$

$

$

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Common Stock

Shares

Par Value

Additional Paid-
In Capital

Retained Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Treasury Stock

Shares

Cost

Total Amkor
Stockholders’
Equity

Noncontrolling
Interest in
Subsidiaries

Total
Equity

(In thousands)

(46,094)
— 

$

(217,740)
— 

$

2,325,699 
642,995 

$

28,260 
2,612 

$

2,353,959 
645,607 

Balance at December 31,
2020

Net income
Other comprehensive income
(loss)

Treasury stock acquired
through surrender of shares
for tax withholding
Issuance of stock through
share-based compensation
plans
Share-based compensation
Cash dividends declared
($0.17 per common share)

Subsidiary dividends to
noncontrolling interests

Balance at December 31,
2021

Net income
Other comprehensive income
(loss)

Treasury stock acquired
through surrender of shares
for tax withholding
Issuance of stock through
share-based compensation
plans
Share-based compensation
Cash dividends declared
($0.225 per common share)

Subsidiary dividends to
noncontrolling interests

Balance at December 31,
2022

Net income
Other comprehensive income
(loss)

Treasury stock acquired
through surrender of shares
for tax withholding
Issuance of stock through
share-based compensation
plans
Share-based compensation
Cash dividends declared
($0.30375 per common
share)
Subsidiary dividends to
noncontrolling interests

Balance at December 31,
2023

288,923 
— 

$

$

289 
— 

1,953,378 
— 

$

562,502 
642,995 

$

— 

— 

1,543 
— 

— 

— 

— 

— 

1 
— 

— 

— 

— 

— 

12,786 
10,970 

— 

— 

— 

— 

— 
— 

(41,558)

— 

290,466 
— 

$

$

290 
— 

1,977,134 
— 

$

1,163,939 
765,823 

$

— 

— 

783 
— 

— 

— 

— 

— 

1 
— 

— 

— 

— 

— 

5,648 
13,562 

— 

— 

— 

— 

— 
— 

(55,118)

— 

27,270 
— 

(7,292)

— 

— 
— 

— 

— 

19,978 
— 

(3,279)

— 

— 
— 

— 

— 

— 

— 

(7,292)

(57)

(1,325)

(1,325)

— 
— 

— 

— 

— 
— 

— 

— 

12,787 
10,970 

(41,558)

— 

(7)

— 
— 

— 

— 

— 

(3,279)

(161)

(161)

5,649 
13,562 

(55,118)

— 
— 

— 

— 

— 

(602)

(602)

(46,151)
— 

$

(219,065)
— 

$

2,942,276 
765,823 

$

30,270 
1,219 

$

2,972,546 
767,042 

291,249 
— 

$

$

291 
— 

1,996,344 
— 

$

1,874,644 
359,813 

$

16,699 
— 

(46,158)
— 

$

(219,226)
— 

$

3,668,752 
359,813 

$

30,949 
2,318 

$

3,699,701 
362,131 

— 

(540)

(540)

— 

— 

918 
— 

— 

— 

— 

— 

1 
— 

— 

— 

— 

— 

3,549 
8,277 

— 

— 

— 

— 

— 
— 

(74,626)

— 

(349)

— 

— 

(349)

— 

— 
— 

— 

— 

(121)

(3,109)

(3,109)

— 
— 

— 

— 

— 
— 

— 

— 

3,550 
8,277 

(74,626)

292,167 

$

292 

$

2,008,170 

$

2,159,831 

$

16,350 

(46,279)

$

(222,335)

$

3,962,308 

$

32,727 

$

3,995,035 

The accompanying notes are an integral part of these statements.

57

— 

(540)

(540)

— 

— 

— 
— 

— 

(7,292)

(1,325)

12,787 
10,970 

(41,558)

— 

— 

— 
— 

— 

(3,279)

(161)

5,649 
13,562 

(55,118)

— 

— 

— 
— 

— 

(349)

(3,109)

3,550 
8,277 

(74,626)

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Net income

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Amortization of deferred debt issuance costs and premiums
Deferred income taxes
Gain on disposal of fixed assets, net
Share-based compensation
Other, net

Changes in assets and liabilities:

Accounts receivable
Inventories
Other current assets
Other assets
Trade accounts payable
Accrued expenses
Pension and severance obligations
Net operating lease ROU asset
Operating lease liabilities
Other non-current liabilities

Net cash provided by operating activities

Cash flows from investing activities:

Payments for property, plant and equipment
Proceeds from sale of property, plant and equipment
Proceeds from foreign exchange forward contracts
Payments for foreign exchange forward contracts
Payments for short-term investments
Proceeds from sale of short-term investments
Proceeds from maturities of short-term investments
Other investing activities

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from revolving credit facilities
Payments of revolving credit facilities
Proceeds from short-term debt
Payments of short-term debt
Proceeds from issuance of long-term debt
Payments of long-term debt
Payments for debt issuance costs
Payments of finance lease obligations
Proceeds from issuance of stock through share-based compensation plans
Payments of dividends
Other financing activities

Net cash (used in) provided by financing activities

Effect of exchange rate fluctuations on cash, cash equivalents and restricted cash
Net increase in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

$

2023

For the Year Ended December 31,
2022
(In thousands)

2021

$

362,131  $

767,042  $

645,607 

631,508 
3,523 
13,394 
(2,200)
8,277 
16,660 

205,491 
233,797 
2,673 
10,875 
(134,618)
(48,389)
(844)
50,650 
(52,543)
(30,365)
1,270,020 

(749,467)
8,444 
44,013 
(75,786)
(657,583)
94,242 
379,344 
4,883 
(951,910)

370,000 
(370,000)
20,712 
(19,448)
168,335 
(175,427)
(1,385)
(66,398)
3,562 
(74,686)
(4,472)
(149,207)
(10,692)
158,211 
962,406 
1,120,617  $

612,702 
3,247 
(11,623)
(2,807)
13,562 
(1,957)

(103,990)
(148,137)
(23,802)
(34,835)
86,574 
(40,637)
(10,547)
(14,483)
1,574 
6,873 
1,098,756 

(908,294)
3,148 
33,578 
(104,703)
(438,803)
33,972 
370,924 
3,009 
(1,007,169)

80,000 
(80,000)
29,711 
(27,187)
366,386 
(214,290)
(7,297)
(40,673)
5,635 
(55,116)
(1,572)
55,597 
(16,299)
130,885 
831,521 
962,406  $

563,582 
2,508 
10,676 
(1,446)
10,970 
13,752 

(298,854)
(190,555)
5,335 
14,746 
215,646 
108,283 
(30,013)
(14,781)
16,293 
49,546 
1,121,295 

(779,779)
3,157 
16,608 
(69,835)
(414,208)
87,273 
204,679 
8,226 
(943,879)

— 
— 
15,514 
(19,927)
353,587 
(316,635)
(1,294)
(20,373)
12,787 
(51,213)
(2,548)
(30,102)
(17,990)
129,324 
702,197 
831,521 

The accompanying notes are an integral part of these statements.

58

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AMKOR TECHNOLOGY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest
Income taxes

Non-cash investing and financing activities:

Property, plant and equipment included in capital expenditures payable
Right of use assets acquired through operating lease liabilities
Right of use assets acquired through finance lease liabilities
Dividends declared and unpaid

2023

For the Year Ended December 31,
2022
(In thousands)

2021

$

54,306  $
90,458 

54,355  $
97,333 

104,109 
6,270 
58,232 
— 

142,160 
64,849 
58,166 
25 

46,932 
24,011 

211,421 
63,314 
73,894 
58 

The accompanying notes are an integral part of these statements.

59

 
 
 
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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements

1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Amkor  is  one  of  the  world’s  leading  providers  of  outsourced  semiconductor  packaging  and  test  services.  Amkor  was  a  pioneer  in  the  outsourcing  of
semiconductor packaging and test services, and over the years we have built a leading position by:

• Designing and developing innovative packaging and test technologies focused on advanced packaging solutions in high growth markets, including

artificial intelligence;

•

•

•

•

•

Building expertise in high-volume manufacturing processes and developing a reputation for high quality and solid execution;

Cultivating long-standing relationships with our customers, which include many of the world’s leading semiconductor companies;

Collaborating with customers, foundries, OEMs and equipment and material suppliers;

Focusing on strategic end markets that offer solid growth potential;

Providing a geographically diverse operating base with manufacturing facilities in multiple countries across Asia and in Europe; and

• Developing a competitive cost structure through disciplined capital investment.

Basis of Presentation

Our Consolidated Financial Statements include the accounts of Amkor Technology, Inc. and its subsidiaries. Our Consolidated Financial Statements reflect
the  elimination  of  all  significant  inter-company  accounts  and  transactions.  Our  investments  in  variable  interest  entities  in  which  we  are  the  primary
beneficiary  are  consolidated.  We  reflect  the  remaining  portion  of  variable  interest  entities  and  foreign  subsidiaries  that  are  not  wholly  owned  as
noncontrolling interests.

The  preparation  of  financial  statements  in  conformity  with  U.S.  generally  accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  amounts  reported  in  the  financial  statements  and  accompanying  notes.  On  an  ongoing  basis,  we  evaluate  our  estimates,
including those related to revenue recognition, income taxes, inventory and long-lived assets. These estimates are based on management’s best knowledge
of current events, historical experience, actions that we may undertake in the future and on various other assumptions that are believed to be reasonable
under the circumstances. As a result, actual results could differ materially from these estimates and assumptions, including the impact of any deterioration
in the global business and economic environment. Certain prior year amounts have been reclassified to conform to current year presentation.

Consolidation of Variable Interest Entities

We have variable interests in certain Philippine realty corporations in which we have a 40% ownership. We lease land and buildings in the Philippines from
these entities and we are the primary beneficiary of these arrangements. As of December 31, 2023, the combined book value of the assets and liabilities
associated  with  these  Philippine  realty  corporations  included  in  our  Consolidated  Balance  Sheet  was  $17.3  million  and  $0.1  million,  respectively.  The
impact of consolidating these variable interest entities on our Consolidated Statements of Income was not significant, and other than our lease payments,
we have not provided any significant assistance or other financial support to these variable interest entities for the years ended December 31, 2023, 2022 or
2021. The creditors of the Philippine realty corporations have no recourse to our general credit.

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Foreign Currency Translation

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The U.S. dollar is the functional currency of our subsidiaries other than our Japan operations. The  foreign  currency  asset  and  liability  amounts  at  these
subsidiaries  are  remeasured  into  U.S.  dollars  at  end-of-period  exchange  rates,  except  for  nonmonetary  items  which  are  remeasured  at  historical  rates.
Foreign currency income and expenses are remeasured at daily exchange rates, except for expenses related to balance sheet amounts which are remeasured
at historical exchange rates. Exchange gains and losses arising from remeasurement of foreign currency-denominated monetary assets and liabilities are
included in other (income) expense, net in the period in which they occur.

The Japanese yen is the functional currency of our Japan operations. The asset and liability amounts of our Japan operations are translated into U.S. dollars
at end-of-period exchange rates. Income and expenses are translated into U.S. dollars at the daily exchange rate. The resulting translation adjustments are
reported  as  a  component  of  accumulated  other  comprehensive  income  in  the  stockholders’  equity  section  of  the  balance  sheet.  Assets  and  liabilities
denominated  in  a  currency  other  than  the  functional  currency  are  remeasured  into  the  functional  currency  prior  to  translation  into  U.S.  dollars,  and  the
resulting transaction exchange gains or losses are included in other (income) expense, net in the period in which they occur.

Risks and Concentrations

The semiconductor industry is characterized by rapid technological change, competitive pricing pressures and cyclical market patterns. Our financial results
are affected by a wide variety of factors, including general economic conditions worldwide, economic conditions specific to the semiconductor industry, the
timely implementation of new package and test technologies, the ability to safeguard patents and intellectual property in a rapidly evolving market and
reliance on materials and equipment suppliers. In  addition,  the  semiconductor  market  has  historically  been  cyclical  and  subject  to  significant  economic
downturns at various times. 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 and our
ability to control our costs including labor, material, overhead and financing costs.

A significant portion of our revenues is concentrated with a small group of customers (Note 18). Direct sales to our largest customer accounted for 27.7%
of our net sales for the year ended December 31, 2023. The loss of a significant customer, a business combination among customers, a reduction in orders
or decrease in price from a significant customer or disruption in any of our significant strategic partnerships or other commercial arrangements could have a
material adverse effect on our business, liquidity, results of operations, financial condition and cash flows.

Financial  instruments,  for  which  we  are  subject  to  credit  risk,  consist  principally  of  accounts  receivable  and  cash,  cash  equivalents  and  short-term
investments. With respect to accounts receivable, we mitigate our credit risk by selling primarily to well-established companies, performing ongoing credit
evaluations  and  making  frequent  contact  with  customers.  In  addition,  we  may  utilize  non-recourse  factoring  to  mitigate  credit  risk  when  considered
appropriate. We have historically mitigated our credit risk with respect to cash and cash equivalents through diversification of our holdings into various
high  quality  money  market  funds  and  bank  deposit  accounts.  Our  short-term  investments  are  principally  investments  in  debt  securities  with  maximum
duration of twenty-four months and range from AAA to BBB-rated financial instruments. Our short-term investments are primarily in corporate bonds,
direct  obligations  of  the  U.S.  Government  or  its  agencies,  asset-backed  securities  and  commercial  paper.  At  December  31,  2023,  our  cash  and  cash
equivalents were primarily maintained in various U.S. and foreign bank operating and time deposit accounts and invested in various available-for-sale debt
investments. See Note 6 for further discussion regarding our available-for-sale debt investments.

Contingencies and Litigation

We  may  be  subject  to  certain  legal  proceedings,  lawsuits  and  other  claims,  as  discussed  in  Note  17.  We  accrue  for  a  loss  contingency,  including  legal
proceedings, lawsuits, pending claims and other legal matters, 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

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

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 we believe they are material and there is at least a
reasonable possibility that a loss has been incurred. Attorney fees related to legal matters are expensed as incurred.

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Our cash and cash equivalents are
primarily maintained in various U.S. and foreign bank operating and time deposit accounts and invested in various available-for-sale debt investments. See
Note 6 for further discussion regarding our available-for-sale debt investments.

Restricted Cash

Restricted cash, non-current, mainly consists of collateral to fulfill utility requirements.

Investments

Generally,  we  classify  our  short-term  investments  in  fixed  income  securities  as  available-for-sale  debt  investments.  All  of  our  available-for-sale  debt
investments as of December 31, 2023 are available to fund current operations and are recorded at fair value (Note 6). Unrealized gains and losses on our
available-for-sale debt investments are included as a separate component of accumulated other comprehensive income (loss), net of tax. Realized gains and
losses on our available-for-sale debt investments and declines in value judged to be an impairment are included in other (income) expense, net. The cost of
short-term investments matured or sold is based on the average cost method.

We  evaluate  on  an  ongoing  basis  the  market  conditions,  trends  of  earnings,  financial  condition,  credit  ratings,  any  underlying  collateral  and  other  key
measures for our short-term investments in determining if and when a decline in value below the adjusted cost of our available-for-sale debt investments is
an impairment. An impairment is considered if (i) we have the intent to sell the security, (ii) it is more likely than not that we will be required to sell the
security before recovery of the entire amortized cost basis or (iii) we do not expect to recover the entire amortized cost basis of the security. If impairment
is considered on condition (i) or (ii) above, the entire difference between the amortized cost and the fair value of the debt security is recognized in earnings.
If impairment is considered based on condition (iii), the amount representing credit losses will be recognized in earnings and as an allowance for credit
losses. The amount relating to all other factors will be recognized in other comprehensive income.

Inventories

Inventories consist of raw materials and purchased components and are stated at the lower of cost and net realizable value. Cost is principally determined
by standard cost or the weighted moving average method, both of which approximate actual cost. We review and set our standard costs as needed, but at a
minimum on a quarterly basis. We reduce the carrying value of our inventories for the cost of inventory we estimate is excess and obsolete based on the age
of our inventories. When a determination is made that the inventory will not be utilized in production or is not saleable, it is written-off.

Other Current Assets

Other current assets consist principally of prepaid assets.

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Property, Plant and Equipment

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Property, plant and equipment are stated at cost. Depreciation is calculated by the straight-line method over the estimated useful lives of depreciable assets
which are as follows:

Buildings and improvements
Machinery and equipment
Software and computer equipment
Furniture, fixtures and other equipment

10 to 40 years
2 to 7 years
3 to 5 years
4 to 10 years

Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any resulting gain or loss is included in earnings.
Expenditures for maintenance and repairs are charged to expense as incurred.

We  review  long-lived  assets  for  impairment  whenever  events  or  changes  in  circumstances  indicate  that  the  carrying  amount  may  not  be  recoverable.
Recoverability  of  a  long-lived  asset  group  to  be  held  and  used  in  operations  is  measured  by  a  comparison  of  the  carrying  amount  to  the  sum  of  the
undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If such asset group is considered to be impaired, the
impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. Long-lived assets to be disposed of are
carried at the lower of cost or fair value less the costs of disposal.

Leases

We lease certain machinery and equipment, office space, and manufacturing facilities. Leases with an initial term of 12 months or less are not recorded on
the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term. We combine lease components (e.g., fixed
payments including rent, real estate taxes and insurance costs) with the non-lease components (e.g., common-area maintenance costs) for all asset classes.
We use our incremental borrowing rate based on the information available at the lease commencement date to determine the lease liability. Our leases have
remaining lease terms ranging from less than one year to 82 years. For purposes of calculating our lease liabilities, our lease terms include options to extend
or terminate the lease when it is reasonably certain that we will exercise those options. Certain leases also include options to purchase the leased property.
Total long-term finance lease liabilities as of December 31, 2023 and December 31, 2022 were $47.8 million and $54.8 million, respectively.

Goodwill

Goodwill  is  recorded  when  the  cost  of  an  acquisition  exceeds  the  fair  value  of  the  net  tangible  and  identifiable  intangible  assets  acquired.  We  review
goodwill for impairment annually during the fourth quarter of each year and whenever events or changes in circumstances indicate that an impairment may
exist. Impairment losses are recorded when the carrying amount of the reporting unit exceeds its fair value. The balance of goodwill in our Consolidated
Balance Sheets reflects adjustments for foreign currency translation.

Other Assets

Other assets consist principally of deferred tax assets, refundable security deposits and advanced payments to vendors.

Derivatives

We use foreign exchange forward contracts, generally settled monthly, to manage a portion of our exposure to foreign exchange risk. The derivatives are
recorded at the fair value either in other current assets or accrued expenses, with the associated gains and losses charged to other (income) expense, net in
the  period  in  which  they  occur.  We  do  not  apply  hedge  accounting  to  the  derivatives.  Gains  and  losses  recognized  on  our  derivatives  are  classified  as
operating  activities  and  are  included  within  other,  net  in  our  Consolidated  Statements  of  Cash  Flows.  See  Note  15  for  further  discussion  about  the
derivatives.

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Fair Value Measurements

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

We  apply  fair  value  accounting  for  assets  and  liabilities  that  are  recognized  or  disclosed  at  fair  value  in  the  financial  statements  on  a  recurring  or
nonrecurring basis. We  define  fair  value  as  the  price  that  would  be  received  from  selling  an  asset  or  paid  to  transfer  a  liability  in  the  principal  or  most
advantageous  market  for  the  asset  or  liability  in  an  orderly  transaction  between  market  participants  at  the  measurement  date.  See  Note  16  for  further
discussion of fair value measurements.

Revenue Recognition

We  recognize  revenue,  net  of  sales,  use,  value-added  and  other  similar  taxes,  as  a  performance  obligation  is  satisfied  in  an  amount  reflecting  the
consideration  to  which  we  expect  to  be  entitled.  We  apply  a  five-step  approach  in  determining  the  amount  and  timing  of  revenue  to  be  recognized:  (1)
identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the
transaction price to the performance obligations in the contract; and (5) recognizing revenue when the performance obligation is satisfied. Substantially all
of our revenue is recognized as services are rendered.

Our packaging and test services are our performance obligations to our customers. Our packaging services include wafer bump, probe and assembly. We
provide  packaging  and  test  services  to  our  customers  either  individually  or  as  part  of  a  combined  offering.  In  a  combined  offering,  we  account  for  the
individual services separately if they are determined to be distinct. We determine a service to be distinct if it is separately identifiable from other services in
the combined offering and if a customer can benefit from the unique service on its own or with other resources that are readily available to the customer.

The consideration, including variable consideration, is allocated between the distinct services in a combined offering based upon the stand-alone selling
prices of the individual services. Our services involve a high degree of specialization which are unique based on the design and purpose of the customer’s
wafers. Accordingly, our negotiated pricing reflects the customized nature of our services and represents a customer-specific stand-alone selling price. We
recognize revenue as services are rendered, which generally occurs over the course of two to three weeks. Services are generally billed at completion of
each individual packaging or test service or in some instances at the completion of all services in a combined offering.

We recognize revenue over time as services are rendered because our services create or enhance the customer’s wafer. We utilize an input method (cost
incurred plus estimated margin) to determine the amount of revenue to recognize for in-process, but incomplete, customer orders at a reporting date. During
the period of providing our services, we generally do not control or take ownership of customers’ wafers, nor do we include the cost of the wafer in our cost
calculations.  We  believe  that  a  cost-based  input  method  is  the  most  appropriate  manner  to  measure  how  we  satisfy  our  performance  obligations  to
customers because the effort and costs incurred to package and/or test customer wafers are not linear over the duration of these services.

Shipping and handling costs are accounted for as a cost to fulfill our performance obligations to customers. Accordingly, we record customer payments of
shipping and handling costs as a component of net sales, and the costs incurred for shipping and handling are then charged to cost of sales.

Unbilled  receivables  are  revenues  that  have  been  recognized  for  performance  obligations  that  have  been  satisfied,  or  partially  satisfied,  in  advance  of
billing the customer. Revenue may be recognized in advance of billing as our contracts provide us with an unconditional right to consideration for work
that is performed. Total unbilled receivables as of December 31, 2023 and 2022 were $260.8 million and $301.7 million, respectively. These amounts are
included in accounts receivable, net of allowances in our Consolidated Balance Sheets.

At times, the company receives cash payments from customers in advance of the company’s performance. In such cases, we record deferred revenue until
the  performance  obligation  is  satisfied,  which  represents  a  contract  liability  and  is  included  in  accrued  expenses  and  other  non-current  liabilities  in  the
consolidated balance sheets. These  contract  liabilities  are  classified  as  either  current  or  long-term  based  on  the  timing  of  when  the  company  expects  to
recognize

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

revenue. Contract liabilities were $135.5 million and $170.6 million as of December 31, 2023 and December 31, 2022, respectively. As of December 31,
2023 and December 31, 2022, the short-term portion of the liability was $71.1 million and $81.5 million, respectively. The remainder of the December 31,
2023 contract liability balance is expected to be recognized in revenue over the next 1-5 years. Revenue recognized during the year that was included in the
contract liability balance at the beginning of the period was $66.9 million, $101.2 million, and $29.0 million, for 2023, 2022 and 2021, respectively.

Research and Development Costs

Research and development expenses include costs attributable to the conduct of research and development programs primarily related to the development
of  new  package  designs  or  technologies  and  improving  the  efficiency  and  capabilities  of  our  existing  production  processes.  Such  costs  include  labor,
materials,  supplies,  depreciation  and  maintenance  of  research  equipment,  services  provided  by  outside  contractors  and  the  allocable  portions  of  facility
costs such as rent, utilities, insurance, repairs and maintenance, depreciation and general support services. Costs associated with research and development
are expensed as incurred.

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the
future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their
respective tax basis as well as for net operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided
for those deferred tax assets for which it is more likely than not that the related tax benefits will not be realized.

We monitor on an ongoing basis our ability to utilize our deferred tax assets and whether there is a need for a related valuation allowance. In evaluating our
ability  to  recover  our  deferred  tax  assets  in  the  jurisdictions  from  which  they  arise,  we  consider  all  available  positive  and  negative  evidence,  including
scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and recent results of operations. With the exception
of a certain foreign jurisdiction and select U.S. and foreign carryforwards, we consider it more likely than not that we will have sufficient taxable income to
allow us to realize these deferred tax assets. However, in the event taxable income falls short of current expectations, we may need to establish a valuation
allowance against such deferred tax assets.

We recognize in our Consolidated Financial Statements the impact of an income tax position, if that position is more likely than not of being sustained on
audit, based on the technical merits of the position. Related interest and penalties are classified as income taxes in the financial statements. See Note 4 for
further discussion regarding unrecognized income tax benefits.

Recently Issued Standards

In  December  2023,  the  Financial  Accounting  Standards  Board  (“FASB”)  issued  Accounting  Standards  Update  (“ASU”)  2023-09,  Income  Taxes  (Topic
740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires disclosure of additional income tax information, primarily related
to effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption
is permitted. Adoption of this ASU should be applied on a prospective basis, but retrospective application is permitted. We  are  currently  evaluating  the
impact of this new standard on our financial statements, which is expected to result in enhanced disclosures.

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2. Share-Based Compensation Plans

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

For  the  years  ended  December  31,  2023,  2022  and  2021,  we  recognized  share-based  compensation  of  $8.3  million,  $13.6  million  and  $11.0  million,
respectively, primarily in selling, general and administrative expenses. The amount of compensation expense to be recognized is adjusted for an estimated
forfeiture rate which is based on historical data. The corresponding deferred income tax benefits are $0.7 million, $1.7 million and $1.4 million for 2023,
2022 and 2021, respectively.

Equity Incentive Plans

Second Amended and Restated 2007 Equity Incentive Plan. The Second Amended and Restated 2007 Equity Incentive Plan (as amended, the “2007 Plan”)
provided for the grant of the following types of incentive awards: (i) stock options; (ii) restricted stock; (iii) restricted stock units; (iv) stock appreciation
rights; (v) performance units and performance shares; and (vi) other stock or cash awards. Those eligible for awards included employees, directors and
consultants who provide services to Amkor and its subsidiaries. There were originally 17.0 million shares of our common stock reserved for issuance under
the 2007 Plan. No awards have been or will be granted under the 2007 Plan after the effective date of the 2021 Plan (as defined below), but all outstanding
awards under the 2007 Plan will continue in full force and effect, subject to their original terms.

2021 Equity Incentive Plan. On May 18, 2021, at our 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”), our stockholders approved the
Amkor Technology, Inc. 2021 Equity Incentive Plan (as amended, the “2021 Plan”) to replace the 2007 Plan. The 2021 Plan provides for the grant of the
following types of incentive awards: (i) stock options; (ii) restricted stock; (iii) restricted stock units; (iv) stock appreciation rights; (v) performance units
and performance shares; and (vi) other stock or cash awards. Those eligible for awards include employees, directors and consultants who provide services
to Amkor and its subsidiaries. The number of shares authorized and available for issuance under the 2021 Plan is 23,100,000 shares, reduced for certain
awards granted under the 2007 Plan after December 31, 2020, but before May 18, 2021. There were originally 22.8 million shares of our common stock
reserved for issuance under the 2021 Plan, and at December 31, 2023, there were 20.6 million shares available for grant under the 2021 Plan.

Stock options

Stock options are generally granted with an exercise price equal to the market price of the stock at the date of grant. Substantially all of the options granted
are exercisable pursuant to a one to four year vesting schedule, and the term of the options granted is no longer than ten years. Upon option exercise, we
may issue new shares of common or treasury stock.

In order to calculate the fair value of stock options at the date of grant, we use the Black-Scholes option pricing model. Expected volatilities are based on
historical performance of our stock. We also use historical data to estimate the timing and amount of option exercises and forfeitures within the valuation
model. The expected term of the options is based on evaluations of historical and expected future employee exercise behavior and represents the period of
time  that  options  granted  are  expected  to  be  outstanding.  The  risk-free  interest  rate  for  periods  within  the  contractual  life  of  the  option  is  based  on  the
U.S. Treasury  yield  curve  in  effect  at  the  time  of  grant.  The  dividend  yield  is  based  on  the  annualized  declared  quarterly  dividend  rate  divided  by  our
closing stock price at the date of the grant.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes our stock option activity for the year ended December 31, 2023:

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, 2022
Granted
Exercised
Forfeited or expired

Outstanding at December 31, 2023
Fully vested at December 31, 2023 and expected to vest

thereafter

Exercisable at December 31, 2023

2,376 $
—
(345)
—
2,031 $

2,029 $
1,973 $

10.54 
— 
10.31 
— 

10.58 

10.58 

10.51 

4.98 years $

4.98 years $

4.93 years $

46,068 

46,029 

44,903 

Total  unrecognized  compensation  expense  from  stock  options  was  $0.3  million  as  of  December  31,  2023,  which  is  expected  to  be  recognized  over  a
weighted-average period of approximately 0.79 years beginning January 1, 2024. The total intrinsic value of options exercised during fiscal years 2023,
2022, and 2021 was $5.8 million, $8.0 million, and $17.7 million, respectively.

Restricted shares

Restricted shares granted to our non-employee directors vest on the earlier of the one year anniversary of the grant date or the date of the annual meeting of
stockholders  immediately  following  the  grant  date,  subject  to  the  recipient’s  continued  service  as  a  director  of  Amkor  on  the  applicable  vesting  date.
Generally, other restricted shares vest ratably over three years, with 8.33% of the shares vesting in equal quarterly installments such that 100% of the shares
will  become  vested  on  the  third  anniversary  of  the  award,  subject  to  the  recipient’s  continued  employment  with  us  on  the  applicable  vesting  date.  In
addition, provided that the restricted shares have not been forfeited earlier, under the terms and conditions of the applicable award agreements for certain
grants, the restricted shares will vest upon the recipient’s death or disability, or upon a change in control of Amkor. The value of the restricted shares is
determined based on the fair market value of the underlying shares on the date of the grant and is recognized ratably over the vesting period.

The following table summarizes our restricted share activity for the year ended December 31, 2023:

Non-vested at December 31, 2022

Awards granted
Awards vested
Awards forfeited

Non-vested at December 31, 2023

Number of
Shares
(In thousands)

Weighted- average
Grant Date
Fair Value
(Per Share)

109  $
— 
(109)
— 
—  $

15.38 
— 
15.38 
— 

— 

For the year ended December 31, 2023, the total fair value of our vested restricted shares was $2.9 million, respectively.

Restricted stock units

From  time  to  time,  and  pursuant  to  the  2021  Plan,  we  grant  time-vested  restricted  stock  units  (“RSUs”)  to  our  non-employee  directors  and  certain
employees and performance-vested restricted stock units (“PSUs”) to certain employees. RSUs generally vest in four equal installments over a four-year
period such that 100% of the RSUs will become vested

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

on the fourth anniversary of the award, subject to the recipient’s continued employment with us on the applicable vesting dates. In some circumstances, we
have granted RSUs subject to different vesting conditions, including RSUs that vest in full in a single installment. Provided that the RSUs have not been
forfeited earlier, they will generally vest upon the recipient’s retirement, death or disability, or upon a change in control of Amkor, in accordance with the
terms and conditions of the applicable award agreement. The value of the RSUs is determined based on the fair market value of the underlying shares on
the date of the grant, reduced by the present value of dividends or dividend equivalent rights expected to be paid on our common stock prior to vesting, and
is recognized ratably over the vesting period.

PSUs generally vest in one installment after a two-year period such that any earned PSUs will become vested within 90 days of the second anniversary of
the  award,  subject  to  the  recipient’s  continued  employment  with  us  on  the  applicable  vesting  date.  Generally  for  PSUs,  the  number  of  shares  of  our
common  stock  to  be  received  at  vesting  will  range  from  0%  to  200%  of  the  target  grant  amount  based  on  Cumulative  Basic  EPS  (as  defined  in  the
applicable award agreement) over a two-year performance measurement period. In some circumstances, we have granted PSUs subject to different vesting
conditions, including PSUs that vest in full upon the achievement of performance goals other than Cumulative Basic EPS. Provided  the  PSUs  have  not
been forfeited earlier, the PSUs will generally vest upon the recipient’s retirement, death or disability, or upon a change of control of Amkor, in accordance
with  the  terms  and  conditions  of  the  applicable  award  agreement.  The  value  of  the  PSUs  is  initially  determined  based  on  the  fair  market  value  of  the
underlying shares on the date of the grant, reduced by the present value of dividends expected to be paid on our common stock prior to vesting, and is
recognized over the vesting period.

The following table summarizes our RSU and PSU activity:

Non-vested at December 31, 2020

Awards granted
Awards vested
Awards forfeited

Non-vested at December 31, 2021

Awards granted
Awards vested
Awards forfeited

Non-vested at December 31, 2022

Awards granted
Awards vested
Awards forfeited

Non-vested at December 31, 2023

Number of
Shares
(In thousands)

Weighted- average
Grant Date
Fair Value
(Per Share)

—  $
295 
— 
(9)
286 
531 
(22)
(57)
738 
1,049 
(464)
(16)
1,307  $

— 
22.48 
— 
22.58 
22.48 
22.29 
22.23 
22.63 
22.34 
26.72 
22.19 
25.24 

25.87 

Total unrecognized compensation expense from RSUs and PSUs was $12.1 million as of December 31, 2023, which is expected to be recognized over a
weighted-average period of approximately 1.3 years beginning January 1, 2024.

For the years ended December 31, 2023 and 2022, the total fair value of our vested RSUs and PSUs were $11.6 million and $0.5 million, respectively.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

3. Other Income and Expense

Other income and expense consists of the following:

Interest income
Foreign currency (gain) loss, net
Loss on debt retirement
Other

Total other (income) expense, net

4. Income Taxes

Geographic sources of income (loss) before taxes are as follows:

United States
Foreign

Income before taxes

The components of the provision (benefit) for income taxes are as follows:

Current:

Federal
State
Foreign

Deferred:
Federal
State
Foreign

Income tax expense

69

For the Year Ended December 31,

2023

2022

(In thousands)

2021

(48,458) $
18,361 
— 
(2,457)
(32,554) $

(12,762) $
(1,572)
464 
(4,439)
(18,309) $

(1,065)
723 
— 
(2,799)
(3,141)

For the Year Ended December 31,

2023

2022

(In thousands)

2021

94,643  $
349,198 
443,841  $

81,488  $
775,444 
856,932  $

81,994 
633,072 
715,066 

For the Year Ended December 31,

2023

2022

(In thousands)

2021

19,831  $
7 
48,478 
68,316 

8,899 
1 
4,494 
13,394 
81,710  $

40,063  $
150 
61,300 
101,513 

(10,156)
1,458 
(2,925)
(11,623)
89,890  $

9,649 
198 
48,936 
58,783 

20,478 
361 
(10,163)
10,676 
69,459 

$

$

$

$

$

$

Table of Contents

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The reconciliation between the U.S. federal statutory income tax rate of 21% and our effective tax rate is as follows:

U.S. federal statutory income tax rate
Foreign income taxed at different rates
Foreign exchange (loss) gain
Change in valuation allowance
Income tax credits generated
Foreign earnings and profits
Foreign derived intangible income
Settlements and changes in uncertain tax positions
Other

Income tax expense

For the Year Ended December 31,

2023

2022

2021

21.0 %
(4.2)
0.5 
2.9 
(7.5)
7.0 
(1.6)
(0.5)
0.8 
18.4 %

21.0 %
(12.0)
2.2 
(2.4)
(6.1)
9.0 
(0.9)
(0.2)
(0.1)
10.5 %

21.0 %
(9.5)
(2.3)
0.1 
(5.1)
5.7 
(1.1)
0.8 
0.1 
9.7 %

In 2022, we reversed $17.8 million of valuation allowance recorded against U.S. foreign tax credit carryforwards previously projected to expire unused due
to the limitations to utilize the credits under current tax law. Realization of these carryforwards is dependent on generating sufficient taxable income to
overcome the foreign tax credit limitation provisions. Although utilization of these carryforwards is not assured, in light of our current earnings and recent
estimates  of  future  taxable  income,  management  believes  sufficient  positive  evidence  exists  to  conclude  that  the  respective  valuation  allowances  are  no
longer needed, resulting in the reversal of these valuation allowances.

As a result of certain capital investments, export commitments and employment levels, income from operations in Korea, the Philippines and Singapore
was subject to reduced income tax rates and, in some cases, was exempt from income taxes. The most significant tax rate impact is in Singapore where we
have  been  granted  a  conditional  reduced  tax  rate  that  expires  at  the  end  of  2028.  We  recognized  $18.6  million,  $84.5  million  and  $56.7  million  in  tax
benefits as a result of the conditional reduced tax rates in 2023, 2022 and 2021, respectively. The benefit of the conditional reduced tax rates on diluted
earnings per share was approximately $0.08, $0.34 and $0.23 for 2023, 2022 and 2021, respectively.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The following is a summary of the components of our deferred tax assets and liabilities:

Deferred tax assets:

Net operating loss carryforwards
Tax credit carryforwards
Property, plant and equipment
Deferred interest expense
Accrued liabilities
Receivable
Unrealized foreign exchange loss
Revenue recognition
Operating lease liabilities
Other

Total deferred tax assets
Valuation allowance

Total deferred tax assets net of valuation allowance
Deferred tax liabilities:

Property, plant and equipment
Deferred gain
Unrealized foreign exchange gain
Unbilled receivables
Operating lease right of use assets
Other

Total deferred tax liabilities

Net deferred tax assets
Recognized as:
Other assets
Other non-current liabilities

Total

December 31,

2023

2022

(In thousands)

33,679  $
88,147 
21,387 
476 
37,832 
30,086 
7,205 
— 
16,053 
15,219 
250,084 
(114,811)
135,273 

34,206 
5,739 
3,129 
8,995 
16,031 
5,533 
73,633 
61,640  $

73,585  $
(11,945)
61,640  $

49,846 
92,368 
15,328 
— 
39,929 
29,178 
8,018 
1,564 
26,955 
14,665 
277,851 
(101,869)
175,982 

50,215 
7,839 
5,242 
822 
26,241 
7,433 
97,792 
78,190 

86,616 
(8,426)
78,190 

$

$

$

$

We monitor on an ongoing basis our ability to utilize our deferred tax assets and whether there is a need for a related valuation allowance. In evaluating our
ability  to  recover  our  deferred  tax  assets  in  the  jurisdictions  from  which  they  arise,  we  consider  all  available  positive  and  negative  evidence,  including
scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies and recent results of operations.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Valuation allowance against deferred tax assets consist of the following:

Valuation allowance:

U.S.
Foreign

Total valuation allowance

Our net operating loss carryforwards are as follows:

U.S. federal net operating loss carryforwards
U.S. state net operating loss carryforwards
Foreign net operating loss carryforwards

December 31,

2023

2022

(In thousands)

$

$

44,426  $
70,385 
114,811  $

40,610 
61,259 
101,869 

December 31,

2023

2022

Expiration

$

(In thousands)
5,611  $

32,612 
196,636 

13,003 
38,384 
240,740 

2024
2024-2036
2027-2031

At December 31, 2023 and 2022, a portion of our remaining U.S. federal net operating loss carryforwards was reserved with a valuation allowance due to
ownership change limitations from a prior year acquisition as well as certain state net operating loss carryforwards expected to expire unused. Also, we
have  a  valuation  allowance  against  foreign  net  operating  loss  carryforwards  that  we  do  not  expect  to  have  sufficient  taxable  income  to  realize  as  of
December 31, 2023 and 2022.

Our tax credit carryforwards are as follows:

U.S. Foreign Tax Credits
U.S. Other Tax Credits
Foreign Tax Credits

December 31,

2023

2022

Expiration

$

(In thousands)

51,512  $
2,559 
34,546 

54,130 
110 
38,128 

2027-2033
2026-2033
2024-2033

At  December  31,  2023  and  2022,  a  portion  of  our  U.S.  and  foreign  tax  credit  carryforwards  were  reserved  with  a  valuation  allowance  for  the  amount
expected to expire unused.

Distributions of cash to the U.S. as dividends generally will not be subject to U.S. federal income tax. We have not provided foreign withholding taxes or
state  income  taxes  on  the  undistributed  earnings  of  our  foreign  subsidiaries,  over  which  we  have  sufficient  influence  to  control  the  distribution  of  such
earnings  and  have  determined  that  substantially  all  such  earnings  have  been  reinvested  indefinitely.  These  earnings  could  become  subject  to  foreign
withholding tax if they are remitted as dividends. For the year ended December 31, 2023, we estimate that repatriation of these foreign earnings would
generate withholding taxes and state income taxes of approximately $165.9 million.

We operate in and file income tax returns in various U.S. and foreign jurisdictions which are subject to examination by tax authorities. We have tax returns
that  are  open  to  examination  in  various  jurisdictions  for  tax  years  2013-2023.  The  open  years  contain  matters  that  could  be  subject  to  differing
interpretations of applicable tax laws and regulations related to the amount and/or timing of income, deductions and tax credits. There can be no assurance
that the outcome of examinations will be favorable. Our unrecognized tax benefits are subject to change as examinations of specific tax years are completed
in the respective jurisdictions. In certain circumstances where we elect to appeal the results of an

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

examination, we may be required to make tax assessment payments to proceed with the administrative appeal process. Current examinations include 2019-
2022 Korean income tax returns, 2017-2021 Malaysia income tax returns and 2021 Philippine income tax return.

A reconciliation of the beginning and ending gross amount of unrecognized tax benefits is as follows:

Balance at January 1

Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Reductions related to settlements with tax authorities
Reductions from lapse of statutes of limitations

Balance at December 31

For the Year Ended December 31,

2023

2022

(In thousands)

2021

$

$

33,253  $
— 
495 
(345)
— 
(1,866)
31,537  $

37,293  $
1,519 
1,909 
(5,755)
(988)
(725)
33,253  $

32,598 
9,562 
1,740 
(66)
(1,266)
(5,275)
37,293 

The net decrease in our unrecognized tax benefits was $1.7 million from December 31, 2022 to December 31, 2023. The decrease was primarily related to
the lapse of statutes of limitations. At December 31, 2023, all of our gross unrecognized tax benefits would reduce our effective tax rate, if recognized. It is
reasonably possible that unrecognized tax benefits related to income attribution will decrease in the next 12 months by up to $0.8 million due to the lapse of
statutes of limitations in foreign jurisdictions.

The  liability  related  to  our  unrecognized  tax  benefits,  before  interest  and  penalties,  is  $23.0  million  as  of  December  31,  2023  and  is  reported  as  a
component of other non-current liabilities. The unrecognized tax benefits presented in the table above also include positions that have reduced deferred tax
assets  by  $8.5  million.  The  balance  of  accrued  and  unpaid  interest  and  penalties  is  $4.5  million  and  $4.9  million  as  of  December  31,  2023  and  2022,
respectively, and is included as a component of other non-current liabilities in connection with our unrecognized tax benefits.

5. Earnings Per Share

Basic  earnings  per  share  (“EPS”)  is  computed  by  dividing  net  income  attributable  to  Amkor  common  stockholders  by  the  weighted-average  number  of
common shares outstanding during the period. The weighted-average number of common shares outstanding is reduced for treasury stock.

Diluted  EPS  is  computed  based  on  the  weighted-average  number  of  common  shares  outstanding  plus  the  effect  of  dilutive  potential  common  shares
outstanding during the period. Dilutive potential common shares include outstanding stock options, PSUs, RSUs and unvested restricted shares.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes the computations of basic and diluted EPS:

For the Year Ended December 31,

2023

2022

2021

(In thousands, except per share data)

Net income attributable to Amkor common stockholders

$

359,813  $

765,823  $

642,995 

Weighted-average number of common shares outstanding — basic
Effect of dilutive securities:
Share-based awards

Weighted-average number of common shares outstanding — diluted

Net income attributable to Amkor per common share:

Basic
Diluted

245,628 

1,548 
247,176 

244,676 

1,529 
246,205 

$
$

1.46  $
1.46  $

3.13  $
3.11  $

243,878 

1,826 
245,704 

2.64 
2.62 

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 anti-dilutive:

Share-based awards

For the Year Ended December 31,

2023

2022

(In thousands)

2021

2 

180 

112 

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6. Investments

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes our cash equivalents and available-for-sale debt investments:

Amortized Cost

Gross Unrealized
Gains

Gross Unrealized
Losses (1)

Total Fair Value

Level 1

Level 2

December 31, 2023

Fair Value Level

(In thousands)

—  $
— 
— 
— 
— 

(22)
— 
— 
(299)
(9)
(79)
(409)
(409) $

138  $

48,063 
60,719 
2,996 
111,916 

65,488 
17,086 
56,273 
251,804 
13,191 
65,815 
469,657 
581,573  $

—  $
— 
60,719 
2,996 
63,715 

— 
17,086 
— 
— 
— 
65,815 
82,901 
146,616  $

138 
48,063 
— 
— 
48,201 

65,488 
— 
56,273 
251,804 
13,191 
— 
386,756 
434,957 

—  $
— 
— 
— 
— 

170 
— 
— 
432 
— 
13 
615 
615  $

Cash equivalents

Asset-backed securities
Commercial paper
Money market funds
U.S. government bonds

Total cash equivalents (2)

Short-term investments

Asset-backed securities
Certificate of deposits
Commercial paper
Corporate bonds
U.S. government agency bonds
U.S. government bonds

Total short-term investments

Total

$

$

138  $

48,063 
60,719 
2,996 
111,916 

65,340 
17,086 
56,273 
251,671 
13,200 
65,881 
469,451 
581,367  $

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Cash equivalents

Asset-backed securities
Commercial paper
Money market funds
Municipal bonds
US government bonds
US government agency bonds
Total cash equivalents (2)

Short-term investments

Asset-backed securities
Certificate of deposits
Commercial paper
Corporate bonds
Foreign government bonds
Mortgage-backed securities
Municipal bonds
U.S. government agency bonds
U.S. government bonds

Total short-term investments

Total

Amortized Cost

Gross Unrealized
Gains

Gross Unrealized
Losses (1)

Total Fair Value

Level 1

Level 2

(In thousands)

December 31, 2022

Fair Value Level

$

25  $

69,101 
97,650 
1,001 
10,767 
16,982 
195,526 

25,677 
17,362 
27,866 
198,868 
996 
696 
364 
735 
6,704 
279,268 
474,794  $

$

—  $
— 
— 
— 
1 
3 
4 

7 
— 
— 
7 
— 
— 
— 
— 
1 
15 
19  $

—  $
— 
— 
— 
— 
— 
— 

(134)
— 
— 
(1,529)
(4)
(2)
(2)
(1)
(20)
(1,692)
(1,692) $

25  $

69,101 
97,650 
1,001 
10,768 
16,985 
195,530 

25,550 
17,362 
27,866 
197,346 
992 
694 
362 
734 
6,685 
277,591 
473,121  $

—  $
— 
97,650 
— 
10,768 
— 
108,418 

— 
17,362 
— 
— 
— 
— 
— 
— 
6,685 
24,047 
132,465  $

25 
69,101 
— 
1,001 
— 
16,985 
87,112 

25,550 
— 
27,866 
197,346 
992 
694 
362 
734 
— 
253,544 
340,656 

(1) All unrealized losses have been in a continuous loss position for less than 12 months. We do not intend to sell the investments in an unrealized loss
position, and we do not believe it is more likely than not that we will be required to sell these investments before recovery of their amortized cost
bases.

(2) During the years ended December 31, 2023, 2022, and 2021 we sold cash equivalent investments for proceeds of $47.0 million, $29.6 million and

$12.8 million, respectively, and realized no gain or loss on such sales.

The following table summarizes the contractual maturities of our cash equivalents and available-for-sale debt investments as of December 31, 2023:

Within 1 year
After 1 year through 5 years
Asset-backed securities

Total

Amortized Cost

Fair Value

$

$

406,551  $
109,338 
65,478 
581,367  $

406,346 
109,601 
65,626 
581,573 

Actual maturities can differ from contractual maturities due to various factors including whether the issuers have the right to call or prepay obligations
without call or prepayment penalties, and we view our available-for-sale debt investments as available for current operations.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

As  of  December  31,  2023,  the  amortized  cost  and  fair  market  value  of  our  held-to-maturity  government  bonds  (Level  1)  maturing  within  a  year  were
$5.2 million. As of December 31, 2022 the amortized cost and fair market value of our held-to-maturity government bonds (Level 1) maturing within a
year were $4.4 million and $4.3 million, respectively.

7. Factoring of Accounts Receivable

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.  As  part  of  the  factoring
arrangements, we perform certain collection and administrative functions for the receivables sold. For the years ended December 31, 2023 and 2022, we
sold accounts receivable totaling $253.9 million and $386.5 million, net of discounts and fees of $1.3 million and $1.1 million, respectively.

8. Property, Plant and Equipment

Property, plant and equipment consist of the following:

Land
Buildings and improvements
Machinery and equipment
Finance lease assets
Furniture, fixtures and other equipment
Software and computer equipment
Construction in progress

Total property, plant and equipment
Accumulated depreciation and amortization

Total property, plant and equipment, net

The following table summarizes our depreciation expense:

December 31,

2023

2022

(In thousands)

$

$

212,722  $

2,080,589 
7,022,614 
209,506 
22,655 
200,362 
223,332 
9,971,780 
(6,672,335)
3,299,445  $

214,763 
1,817,135 
6,757,652 
165,122 
23,240 
240,610 
152,809 
9,371,331 
(6,235,717)
3,135,614 

Depreciation expense

$

630,941  $

612,105  $

562,962 

For the Year Ended December 31,

2023

2022

(In thousands)

2021

In October 2023, we completed the first phase of construction for our Vietnam Facility and transferred $244.3 million from construction in progress to
buildings and improvements.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

9. Leases

The components of lease expense were as follows:

Operating lease cost
Finance lease cost

Amortization of leased assets
Interest on lease liabilities
Total finance lease cost

Short-term lease cost
Variable lease cost

Net lease cost

For the Year Ended December 31,

2023

2022

2021

(In thousands)

70,722  $

81,410  $

42,345 
5,521 
47,866 
4,788 
6,921 
130,297  $

24,644 
3,891 
28,535 
5,749 
6,592 
122,286  $

64,902 

14,196 
2,768 
16,964 
6,264 
7,409 
95,539 

$

$

Other information related to leases was as follows:

Supplemental Cash Flows Information (in thousands)
Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases
Operating cash flows for finance leases
Financing cash flows for finance leases

For the Year Ended December 31,

2023

2022

2021

$

$

73,774 
5,419 
66,398 

$

81,044 
3,933 
40,673 

64,786 
1,745 
20,373 

Weighted Average Remaining Lease Term (years)

Operating leases
Finance leases

Weighted Average Discount Rate

Operating leases
Finance leases

6.1
3.2

5.2 %
5.7 %

4.2
2.3

4.4 %
4.1 %

3.2
3.1

3.6 %
3.2 %

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Maturities of lease liabilities were as follows:

2024
2025
2026
2027
2028
Thereafter

Total future minimum lease payments

Less: Imputed interest

Total

December 31, 2023

Operating Leases

Finance Leases

(In thousands)

$

$

36,916 
19,869 
12,752 
9,144 
6,017 
20,488 
105,186 
(14,733)
90,453 

$

$

62,306 
25,259 
11,436 
3,568 
2,511 
12,913 
117,993 
(12,438)
105,555 

As of December 31, 2023, we have entered into additional lease agreements that have not yet commenced of approximately $8 million.

10. Accrued Expenses

Accrued expenses consist of the following:

Payroll and benefits
Deferred revenue and customer advances
Short-term finance lease liability
Income taxes payable
Accrued interest
Accrued severance plan obligations (Note 12)
Other accrued expenses

Total accrued expenses

December 31,

2023

2022

(In thousands)

$

$

115,604  $
71,117 
57,761 
35,215 
11,175 
7,906 
59,636 
358,414  $

137,445 
81,459 
56,570 
50,685 
10,878 
7,422 
57,382 
401,841 

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11. Debt

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Short-term borrowings and long-term debt consist of the following:

Debt of Amkor Technology, Inc.:

Senior notes:

6.625% Senior notes, due September 2027

Debt of subsidiaries:

Amkor Technology Korea, Inc.:

Term loan, fixed rate at 1.85%, due April 2024 (1)
Term loan, fixed rate at 2.12%, due December 2028

Amkor Technology Japan, Inc.:

Short-term term loans, variable rate (2)
Term loan, fixed rate at 1.30%, due July 2023
Term loan, fixed rate at 1.35%, due December 2024
Term loan, fixed rate at 1.20%, due December 2025
Term loan, fixed rate at 1.23%, due December 2026
Term loan, fixed rate at 1.59%, due December 2027
Term loan, fixed rate at 1.80%, due December 2028 (3)

Amkor Assembly & Test (Shanghai) Co., Ltd.:

Term loans, SOFR plus 0.75%, due March 2024 (4)
Term loans, SOFR plus 0.75%, due June 2025 (4)
Term loans, SOFR plus 0.75%, due 2025 (4)
Term loans, SOFR plus 1.40%, due December 2026 (5)

Other:

Credit facility, TAIFX plus the applicable bank rate, due December 2024 (Taiwan) (6)
Senior secured revolving credit facility, applicable bank rate plus 1.75%, due March 2027 (Singapore)
(7)

Less: Unamortized discount and deferred debt costs, net
Less: Short-term borrowings and current portion of long-term debt

Long-term debt

December 31,

2023

2022

(In thousands)

$

525,000  $

525,000 

— 
200,000 

5,098 
— 
40,414 
30,913 
55,729 
89,053 
124,078 

— 
37,000 
57,500 
45,000 

— 

— 
200,000 

4,042 
29,744 
86,943 
49,878 
79,927 
119,738 
— 

46,000 
39,000 
59,500 
— 

— 

— 
1,209,785 
(6,329)
(131,624)
1,071,832  $

— 
1,239,772 
(7,438)
(143,813)
1,088,521 

$

(1) In April 2021, we entered into a ₩80 billion term loan agreement with the option to borrow and re-borrow the funds up to six times per year
through April 2024. Principal is payable at maturity, and interest is payable monthly. As of December 31, 2023, ₩80.0 billion, or approximately
$62 million, was available to be drawn.

(2) We  entered  into  various  short-term  term  loans  which  mature  semiannually.  Principal  and  interest  are  payable  in  monthly  installments.  As  of

December 31, 2023, $7.7 million was available to be drawn.

(3) In December 2023, we borrowed ¥17.5 billion (US$123.3 million) under a new term loan agreement due December 2028, guaranteed by Amkor

Technology, Inc. and our subsidiary, ATSH. Principal is due in 20 equal, quarterly installments plus accrued interest, through maturity.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

(4) In June 2023, Amkor Assembly & Test (Shanghai) Co. Ltd. amended all term loans to replace London Interbank Offered Rate (“LIBOR”) with a
Secured  Overnight  Financing  Rate  (“SOFR”)  plus  0.75%  annual  base  rate.  This  contractual  amendment  is  treated  as  a  modification  with  no
recognized gain or loss.

(5) In December 2023, we entered into a $45.0 million term loan. Principal is payable in semiannual installments of $0.5 million, with the remaining

balance due at maturity. Interest is payable quarterly.

(6) In March 2022, ATT amended an existing revolving credit facility to reduce the availability from $36.0 million to $15.0 million. As of December

31, 2023, $15.0 million was available for future borrowings under such credit facility.

(7) In March 2022, ATSH entered into the 2022 Singapore Revolver, which is guaranteed by Amkor Technology, Inc., ATT and AATT. The maximum
borrowing capacity under the 2022 Singapore Revolver is limited to a base amount equal to the lesser of: (1) $600.0 million; or (2) $250.0 million
plus a variable amount equal to 37.5% of our consolidated accounts receivable balance. As of December 31, 2023, $600.0 million was available
for future borrowings under the 2022 Singapore Revolver.

Certain of our foreign debt is collateralized by the land, buildings, equipment and accounts receivable in the respective locations. As of December 31, 2023
the collateralized debt balance was $679.7 million, of which $326.5 million of assets were pledged as collateral.

Interest Rates

Interest is payable semiannually on our senior notes and quarterly or monthly on our other fixed- and variable-rate debt. Refer to the table above for the
interest rates on our fixed-rate debt and to the table below for the interest rates on our variable-rate debt.

Amkor Technology Japan, Inc:

Short-term term loans, variable rate

Amkor Assembly & Test (Shanghai) Co., Ltd.:

Term loans, SOFR plus 0.75% due March 2024
Term loans, SOFR plus 0.75% due June 2025
Term loans, SOFR plus 0.75%, due 2025
Term loans, SOFR plus 1.40%, due December 2026

Compliance with Debt Covenants

December 31,

2023

2022

0.24 %

— 
6.07 %
6.07 %
6.76 %

0.29 %

5.83 %
5.55 %
5.48 %
— 

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.
From time to time, Amkor Technology, Inc., ATT, AATT and ATSH guarantee certain debt of our subsidiaries. The agreements governing our indebtedness
contain affirmative and negative covenants which restrict our ability to pay dividends and could restrict our operations. These restrictions are determined in
part by calculations based upon cumulative net income and do not currently have a material impact on our ability to make dividend payments or stock
repurchases.

We were in compliance with all debt covenants at December 31, 2023 and 2022.

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Maturities

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Payments due for the year ending December 31,
2024
2025
2026
2027
2028
Thereafter

Total debt

12. Pension and Severance Plans

Korean Severance Plan

Total Debt

(In thousands)

$

$

131,624 
222,612 
158,655 
622,079 
74,815 
— 
1,209,785 

Our subsidiary in Korea maintains an unfunded severance plan that covers certain employees that were employed prior to August 1, 2015. 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
for service provided prior to August 1, 2015. Factors used to determine severance benefits include employees’ length of service, seniority and rate of pay.
The  employees’  length  of  service  and  seniority  are  fixed  as  of  July  31,  2015.  The  employees’  rate  of  pay  is  adjusted  to  the  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.  On  August  1,  2015,  our
subsidiary in Korea began sponsoring a defined benefit pension plan and a defined contribution plan. Existing employees at that time were given the option
of choosing either a defined benefit pension plan or a defined contribution plan for their future benefits and new employees since that date are enrolled in a
defined contribution plan.

The changes to the balance of our accrued severance plan obligations are as follows:

Balance at January 1

Provision of severance benefits
Severance payments
Foreign currency (gain) loss

Balance at December 31

Payments remaining with the National Pension Fund
Total accrued severance plan obligations at December 31
Less current portion of accrued severance plan obligations (Note 10)

Non-current portion of accrued severance plan obligations

82

For the Year Ended December 31,

2023

2022

(In thousands)

56,289  $
1,653 
(8,770)
(1,266)
47,906 
(119)
47,787 
7,906 
39,881  $

73,345 
2,119 
(15,295)
(3,880)
56,289 
(124)
56,165 
7,422 
48,743 

$

$

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Foreign Defined Benefit Pension Plans

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Our subsidiaries in Japan, Korea, Malaysia, the Philippines and Taiwan sponsor defined benefit plans (the “Plans”). Charges to expense are based upon
actuarial analyses. The following table summarizes the changes to the Plans’ benefit obligations, fair value of the Plans’ assets and the funded status of the
Plans at December 31, 2023 and 2022:

Change in projected benefit obligation:

Projected benefit obligation at January 1
Service cost
Interest cost
Benefits paid
Actuarial (gain) loss
Effects of curtailment
Settlement
Foreign exchange (gain) loss
Projected benefit obligation at December 31

Change in plan assets:

Fair value of plan assets at January 1
Actual gain (loss) on plan assets
Employer contributions
Settlement
Benefits paid
Foreign exchange gain (loss)
Fair value of plan assets at December 31

Funded status of the Plans at December 31

Amounts recognized in the Consolidated Balance Sheets consist of:

Prepaid benefit cost (included in non-current assets)
Accrued benefit liability (included in pension and severance obligations)

Net amount recognized at year end

For the Year Ended December 31,

2023

2022

(In thousands)

159,760  $
15,032 
6,202 
(14,056)
4,150 
(617)
(1,073)
(5,117)
164,281 

127,338 
12,325 
7,368 
(1,073)
(14,056)
(2,706)
129,196 
(35,085) $

200,187 
20,072 
4,731 
(8,573)
(24,571)
508 
(16,914)
(15,680)
159,760 

157,012 
(6,528)
12,946 
(16,914)
(8,573)
(10,605)
127,338 
(32,422)

December 31,

2023

2022

(In thousands)

12,039  $
(47,124)
(35,085) $

12,308 
(44,730)
(32,422)

$

$

$

$

The accumulated benefit obligation as of December 31, 2023 and 2022 was $128.3 million and $125.6 million, respectively.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes, by component, the change in accumulated other comprehensive income (loss), net of tax related to our Plans:

Prior Service
Cost

Actuarial Net Gain
(Loss)

Total

(In thousands)

Balance at December 31, 2021

Amortization and settlement gain included in net periodic pension cost
Net gain (loss) arising during period
Adjustments to unrealized components of defined benefit pension plan included in other
comprehensive income (loss)

Balance at December 31, 2022

Amortization and settlement gain included in net periodic pension cost
Net gain (loss) arising during period
Adjustments to unrealized components of defined benefit pension plan included in other
comprehensive income (loss)

Balance at December 31, 2023

$

$

$

Information for pension plans with benefit obligations in excess of plan assets is as follows:

602  $
— 
— 

— 
602  $
— 
— 

— 
602  $

5,014  $
(1,021)
9,625 

8,604 
13,618  $
(46)
1,731 

1,685 
15,303  $

December 31,

2023

2022

(In thousands)

$

100,662  $
53,539 

60,638 
21,304 

5,616 
(1,021)
9,625 

8,604 
14,220 
(46)
1,731 

1,685 
15,905 

96,310 
51,581 

61,764 
20,740 

25,908 
4,900 
(5,600)
128 
25,336 
(954)
(743)
23,639 

For the Year Ended December 31,

2023

2022

(In thousands)

2021

$

$

15,032  $
6,202 
(5,144)
(156)
15,934 
(617)
132 
15,449  $

20,072  $
4,731 
(5,605)
53 
19,251 
— 
(1,374)
17,877  $

Plans with underfunded or non-funded projected benefit obligation:

Aggregate projected benefit obligation
Aggregate fair value of plan assets

Plans with underfunded or non-funded accumulated benefit obligation:

Aggregate accumulated benefit obligation
Aggregate fair value of plan assets

The following table summarizes total pension expense:

Components of net periodic pension cost and total pension expense:

Service cost
Interest cost
Expected return on plan assets
Recognized actuarial (gain) loss

Net periodic pension cost

Curtailment (gain) loss
Settlement (gain) loss

Total pension expense

The  components  of  net  periodic  pension  cost  other  than  the  service  cost  component  are  included  in  other  (income)  expense,  net  in  our  Consolidated
Statements of Income.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes the weighted-average assumptions used in computing the net periodic pension cost and projected benefit obligations:

Discount rate for determining net periodic pension cost
Discount rate for determining benefit obligations at December 31
Rate of compensation increase for determining net periodic pension cost
Rate of compensation increase for determining benefit obligations at December 31
Expected rate of return on plan assets for determining net periodic
pension cost

For the Year Ended December 31,

2023

2022

2021

4.2 %
3.8 %
3.6 %
3.7 %

4.1 %

2.6 %
4.2 %
3.7 %
3.6 %

3.8 %

2.3 %
2.6 %
3.7 %
3.7 %

3.7 %

The measurement date for determining the Plans’ assets and benefit obligations is December 31, each year. Discount rates are generally derived from yield
curves constructed from high-quality corporate or foreign government bonds, for which the timing and amount of cash outflows approximate the estimated
payouts.

The  expected  rate  of  return  assumption  is  based  on  weighted-average  expected  returns  for  each  asset  class.  Expected  returns  reflect  a  combination  of
historical performance analysis and the forward-looking views of the financial markets and include input from our actuaries. We have no control over the
direction of our investments in our defined benefit plans in Taiwan as the local Labor Standards Law Fund mandates such contributions into a cash account
balance at the Bank of Taiwan. Our defined benefit pension plan in Malaysia is a non-funded plan, and as such, no asset exists related to this plan. Our
investment  strategies  for  our  defined  benefit  plans  in  Japan,  Korea  and  the  Philippines  are  based  on  long-term,  sustained  asset  growth  through  low  to
medium risk investments. The current rate of return assumption targets are based on asset allocation strategies as follows:

Japan defined benefit plan
Korea defined benefit plan
Philippine defined benefit plan

Debt

64 %
30 %
56 %

Allocation

Equity

Other

34 %
20 %
42 %

2 %
50 %
2 %

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

The fair value of our pension plan assets, by asset category utilizing the fair value hierarchy as discussed in Note 16, is as follows:

Level 1

December 31, 2023

Level 2

(In thousands)

Total

Level 1

December 31, 2022

Level 2

(In thousands)

Total

$

217  $

13,680 

—  $
— 

217 
13,680 

$

1,117  $

13,339 

Cash and cash equivalents
Equity securities
Debt securities

Government bonds
Corporate bonds
Treasury notes

Mutual and commingled funds

Equity funds
Debt funds

Guaranteed investment contracts
Taiwan retirement fund
Other, net

Total fair value of pension plan assets

$

3,674 
1,130 
11,993 

29,016 
12,031 
— 
12,478 
— 
84,219  $

— 
— 
— 

7,807 
13,163 
23,189 
— 
818 
44,977  $

3,674 
1,130 
11,993 

36,823 
25,194 
23,189 
12,478 
818 
129,196 

$

2,982 
540 
11,561 

23,931 
11,651 
— 
12,845 
(383)
77,583  $

—  $
— 

— 
— 
— 

7,157 
13,409 
28,340 
— 
849 
49,755  $

1,117 
13,339 

2,982 
540 
11,561 

31,088 
25,060 
28,340 
12,845 
466 
127,338 

The Taiwan retirement fund category of our plan assets represents accounts that our subsidiaries in Taiwan have in a government labor retirement fund in
the custody of the Bank of Taiwan. The accounts earn a minimum guaranteed rate of return and are invested in a mix of cash, domestic and foreign equity
securities and domestic and foreign debt securities.

We expect to make contributions of approximately $11 million during 2024. We closely monitor the funded status of the Plans with respect to legislative
requirements. We intend to make at least the minimum contribution required by law each year.

The estimated future benefit payments related to our foreign defined benefit plans are as follows:

2024
2025
2026
2027
2028
2029 to 2033

Defined Contribution Plans

$

Payments

(In thousands)

9,369 
11,715 
12,383 
15,185 
16,062 
98,940 

We sponsor defined contribution plans in Korea, Malaysia, Taiwan and the U.S. Total defined contribution expense was $27.0 million, $24.2 million and
$21.8 million for 2023, 2022 and 2021, respectively.

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13. Dividends

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

In October 2020, our Board of Directors approved the initiation of a regular quarterly cash dividend on our common stock. Each quarter since the adoption
of this dividend policy, the Company has declared and paid a quarterly dividend. In November 2023, our Board of Directors approved a quarterly dividend
of $0.07875 per share, a 5% increase from the rate set in November 2022.

14. Accumulated Other Comprehensive Income (Loss)

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

Unrealized Gain
(Losses) on Available-
for-Sale Debt
Investments (1)

Defined Benefit
Pension (2)

Foreign Currency
Translation

Total

Balance at December 31, 2021
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
income (loss)
Other comprehensive income (loss)
Balance at December 31, 2022
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive
income (loss)
Other comprehensive income (loss)

Balance at December 31, 2023

$

$

$

(348) $

(1,243)

18 
(1,225)
(1,573) $
2,265 

(480)
1,785 

212  $

(In thousands)
5,616  $
9,625 

(1,021)
8,604 
14,220  $
1,731 

(46)
1,685 
15,905  $

14,710  $
(10,658)

— 
(10,658)

4,052  $
(3,819)

— 
(3,819)

233  $

19,978 
(2,276)

(1,003)
(3,279)
16,699 
177 

(526)
(349)
16,350 

(1) Amounts reclassified out of accumulated other comprehensive income (loss) are included as other (income) expense, net (Note 3).

(2) Amounts reclassified out of accumulated other comprehensive income (loss) are included as a component of net periodic pension cost (Note 12) or

other (income) expense, net (Note 3).

15. Derivatives

We use foreign currency forward contracts to mitigate foreign currency risk of certain assets and monetary liabilities denominated in foreign currencies. We
do not enter into such contracts for trading or speculative purposes. These derivative instruments are not designated as hedging instruments.

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AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

As of December 31, 2023 and 2022, our foreign exchange forward contracts consisted of the following:

Japanese yen
Korean won
Philippine peso
Singapore dollar
Taiwan dollar

Total forward contracts

December 31, 2023

December 31, 2022

Notional Value

Fair Value (Level
2)

Balance Sheet Location

Notional Value

Fair Value (Level
2)

Balance Sheet Location

$

$

279,027  $
59,036 
6,553 
11,506 
37,914 
394,036  $

(In thousands)
$

2,745  Other current assets
(97) Accrued expenses
(20) Accrued expenses
20  Other current assets
89  Other current assets

2,737 

$

330,179  $
65,927 
3,085 
— 
28,763 
427,954  $

6,284  Other current assets
333  Other current assets
(6) Accrued expenses
—  N/A
(57) Accrued expenses

6,554 

For  the  years  ended  December  31,  2023,  2022  and  2021,  the  derivatives  resulted  in  a  net  loss  of  $38.6  million,  $60.2  million  and  $58.8  million,
respectively, which were partially offset by the foreign currency gains associated with the underlying net assets or liabilities.

16. 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. For our Level 2 short-term investments, we consider factors such as actual trade data, benchmark yields, broker/dealer quotes,
and other similar data obtained from quoted market prices and independent pricing vendors to determine the fair value of these assets and liabilities.

The fair values of cash, accounts receivable, trade accounts payable, capital expenditures payable, and certain other current assets and accrued expenses
approximate  carrying  values  because  of  their  short-term  nature.  The  carrying  value  of  certain  other  non-current  assets  and  liabilities  approximates  fair
value. Our assets and liabilities recorded at fair value on a recurring basis include restricted cash money market funds and short-term investments, including
investments classified as cash equivalents. 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.

Our derivative financial instruments are valued using quoted market prices for similar assets. Counterparties to these derivative contracts are highly rated
financial institutions.

We also measure certain assets and liabilities, including property, plant and equipment and goodwill, at fair value on a nonrecurring basis.

88

Table of Contents

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

We measure the fair value of our debt for disclosure purposes. The following table presents the fair value of our debt:

Senior notes (Level 1)
Revolving credit facilities and term loans (Level 2)

Total financial instruments

$

$

531,778  $
666,316 
1,198,094  $

(In thousands)

521,839  $
681,617 
1,203,456  $

523,016  $
686,728 
1,209,744  $

521,114 
711,220 
1,232,334 

December 31, 2023

December 31, 2022

Fair
 Value

Carrying
Value

Fair
 Value

Carrying
Value

The estimated fair value of our senior notes is based primarily on quoted market prices reported on or near the respective balance sheet dates. The estimated
fair value of our revolving credit facilities and term loans is calculated using a discounted cash flow analysis, which utilizes market-based assumptions
including forward interest rates adjusted for credit risk.

17. Commitments and Contingencies

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. Although the outcome of these matters is uncertain, 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.

18. Business Segments, Customer Concentrations and Geographic Information

We operate as a single operating segment as managed by our Chief Executive Officer, who is considered our chief operating decision maker (“CODM”).
The CODM bears the ultimate responsibility for, and is actively engaged in, the allocation of resources and the evaluation of our operating and financial
results. We have concluded that we have a single operating segment based on the following:

• We are managed under a functionally-based organizational structure with the head of each function reporting directly to the CODM;

• We assess performance, including incentive compensation, based on consolidated operating performance and financial results;

• Our CODM allocates resources and makes other operating decisions based on specific customer business opportunities and

• We  have  an  integrated  process  for  the  design,  development  and  manufacturing  services  we  provide  to  all  of  our  customers.  We  also  have

centralized sales and administrative functions.

89

Table of Contents

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Net sales by product group consist of the following:

Advanced Products
Mainstream Products

Total net sales

For the Year Ended December 31,

2023

2022

(In thousands)

2021

$

$

5,032,859  $
1,470,206 
6,503,065  $

5,367,589  $
1,723,996 
7,091,585  $

4,409,207 
1,729,122 
6,138,329 

(1) Advanced Products include flip chip, memory and wafer-level processing and related test services.

(2) Mainstream Products include all other wirebond packaging and related test services.

Net sales by end market consist of the following:

Communications (smartphones, tablets)
Automotive, industrial and other (ADAS, electrification, infotainment, safety)
Computing (data center, infrastructure, PC/laptop, storage)
Consumer (AR & gaming, connected home, home electronics, wearables)

Total net sales

Net sales by region based on customer headquarters location consist of the following:

Europe, Middle East and Africa
Japan
Asia Pacific (excluding Japan)
Total foreign countries

United States

Total net sales

For the Year Ended December 31,

2023

2022

2021

50 %
21 %
16 %
13 %
100 %

44 %
20 %
16 %
20 %
100 %

41 %
21 %
16 %
22 %
100 %

For the Year Ended December 31,

2023

2022

(In thousands)

2021

$

$

1,043,880  $
935,620 
704,520 
2,684,020 
3,819,045 
6,503,065  $

1,084,853  $
1,132,121 
1,017,246 
3,234,220 
3,857,365 
7,091,585  $

1,061,369 
1,253,717 
999,591 
3,314,677 
2,823,652 
6,138,329 

In 2023, 2022 and 2021 one customer accounted for 27.7%, 20.6% and 13.7% of total net sales, respectively. In 2022, a second customer accounted for
10.1% of total net sales.

90

Table of Contents

AMKOR TECHNOLOGY, INC.

Notes to Consolidated Financial Statements — (Continued)

Property, plant and equipment, net, based on physical location, consist of the following:

China
Japan
Korea
Malaysia
Philippines
Portugal
Taiwan
Vietnam
Other foreign countries

Total foreign countries

United States

Total property, plant and equipment, net

91

December 31,

2023

2022

(In thousands)

$

$

385,544  $
143,399 
1,781,632 
51,164 
183,430 
108,982 
272,428 
365,059 
272 
3,291,910 
7,535 
3,299,445  $

476,945 
121,842 
1,868,956 
41,978 
195,805 
82,454 
261,449 
79,630 
583 
3,129,642 
5,972 
3,135,614 

Table of Contents

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Deferred tax asset valuation allowance:
Year ended at December 31, 2021
Year ended at December 31, 2022
Year ended at December 31, 2023

Balance at
Beginning of
Period

Additions
(Credited) Charged
to Expense

Write-offs

Balance at
End of Period

(In thousands)

$
$
$

121,310 
122,357 
101,869 

3,653 
(17,762)
15,838 

(2,606)
(2,726)
(2,896)

$
$
$

122,357 
101,869 
114,811 

92

 
Table of Contents

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.

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  the  Chief  Executive  Officer  and  the  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 December 31, 2023, and concluded those
disclosure controls and procedures were effective as of that date.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting is a process designed 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.

Internal  control  over  financial  reporting  includes  those  policies  and  procedures  that:  (i)  pertain  to  the  maintenance  of  records  that,  in  reasonable  detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures
of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

Because  of  its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or  detect  misstatements.  Projections  of  any  evaluation  of
effectiveness  to  future  periods  are  subject  to  the  risk  that  controls  may  become  inadequate  because  of  changes  in  conditions,  or  that  the  degree  of
compliance with the policies and procedures may deteriorate.

Management  conducted  an  assessment  of  the  effectiveness  of  our  internal  control  over  financial  reporting  as  of  December  31,  2023,  based  on  the
framework  established  in  Internal  Control  —  Integrated  Framework  (2013)  issued  by  the  Committee  of  Sponsoring  Organizations  of  the  Treadway
Commission (“COSO”). Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective
as of December 31, 2023, based on criteria in Internal Control — Integrated Framework (2013) issued by the COSO.
The  effectiveness  of  our  internal  control  over  financial  reporting  as  of  December  31,  2023,  has  been  audited  by  PricewaterhouseCoopers  LLP,  an
independent registered public accounting firm, as stated in their report which appears under Item 8 of this Form 10-K.

93

Table of Contents

Changes in Internal Control Over Financial Reporting

There  have  been  no  changes  in  our  internal  control  over  financial  reporting  that  occurred  during  the  three  months  ended  December  31,  2023  that  have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

On November 8, 2023, Giel Rutten, Amkor’s President and Chief Executive Officer, adopted a “Rule 10b5-1 trading arrangement” as such term is defined
in paragraph (a) of Item 408 of Regulation S-K promulgated under the Securities Act, which is intended to satisfy the affirmative defense of Rule 10b5-
1(c). Mr. Rutten’s Rule 10b5-1 trading arrangement will terminate on the earliest of: (a) August 30, 2024; (b) the first date on which all trades have been
executed or all trading orders relating to such trades have expired; and (c) the date on which Mr. Rutten gives notice to terminate his Rule 10b5-1 trading
arrangement. 175,000 shares of our common stock are to be sold under Mr. Rutten’s Rule 10b5-1 trading arrangement.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by this Item 10, with the exception of information relating to our Code of Business Conduct (the “Code of Business Conduct”) as
disclosed  below,  is  incorporated  herein  by  reference  from  the  material  included  under  the  captions  “Proposal  One:  Election  of  Directors,”  “Corporate
Governance,”  “Executive  Officers”  and  “Delinquent  Section  16(a)  Reports”  in  our  definitive  proxy  statement  to  be  filed  with  the  SEC  pursuant  to
Regulation 14A within 120 days after our fiscal year ended December 31, 2023 in connection with our 2024 Annual Meeting of Stockholders (the “Proxy
Statement”).

The Code of Business Conduct is written and is applicable to all employees, including our Chief Executive Officer, Chief Financial Officer and Controller.
The  Code  of  Business  Conduct  and  our  Code  of  Ethics  for  Directors,  Corporate  Governance  Guidelines  and  the  charters  of  the  Audit  Committee,
Nominating  and  Governance  Committee  and  Compensation  Committee  of  our  Board  of  Directors  are  available  and  maintained  on  our  website
(http://www.amkor.com). We intend to disclose on our website future amendments or waivers of the Code of Business Conduct required to be disclosed
pursuant to applicable rules and regulations.

Item 11.

Executive Compensation

The  information  required  by  this  Item  11  is  incorporated  herein  by  reference  from  the  material  included  under  the  captions  “Director  Compensation,”
“Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” “Pay Ratio” and “Compensation Committee Report” in the
Proxy Statement.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The  information  required  by  this  Item  12,  with  the  exception  of  the  equity  compensation  plan  information  presented  below,  is  incorporated  herein  by
reference from the material included under the caption “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.

94

EQUITY COMPENSATION PLAN

The following table summarizes our equity compensation plan as of December 31, 2023:

Equity compensation plan approved by stockholders (2)
Equity compensation plans not approved by stockholders

Total equity compensation plans

(a)
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants and
Rights
(In thousands)

(b)
Weighted
Average
Exercise Price of
Outstanding
Options, Warrants and
Rights (1)

(c)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column(a))
(In thousands)

3,338 (3) $

— 
3,338 

10.58 
— 

20,582 (4)
— 
20,582 

(1) Calculated without taking into account shares of common stock subject to outstanding RSUs and PSUs that will become issuable as those units vest

without any cash consideration or other payment required for such shares.

(2) Consists of the 2007 Plan and the 2021 Plan.

(3) Includes 1.3 million shares of common stock subject to RSUs and PSUs, which entitle each holder to one share of common stock for each unit that

vests over the holder’s period of continued service or based on the achievement of certain performance criteria.

(4) Represents the number of shares of common stock available for issuance under the 2021 Plan, as adjusted to account for full-value awards, which
reduce the shares of common stock available for future issuance at a fungible ratio of 1:1.5 for each full-value award previously awarded. The
2007 Plan terminated on the date of the 2021 Annual Meeting, and, accordingly, there were no shares available for future grants under the 2007
Plan as of December 31, 2023. However, if an award under the 2021 Plan or under the 2007 Plan is forfeited, terminated, canceled, expires or is
paid in cash, the shares subject to such award, to the extent of the forfeiture, termination, cancellation, expiration or cash payment, may be added
back to the shares available for issuance under the 2021 Plan on a 1:1 basis for options and stock appreciation rights and on a 1.5:1 basis for all
other equity awards.

The 2021 Plan, which was approved by our stockholders at the 2021 Annual Meeting, superseded and replaced the 2007 Plan. As of December 31, 2023, a
total of 20.6 million shares were available for issuance under the 2021 Plan. Shares available for issuance under our 2021 Plan can be granted pursuant to
stock options, restricted stock, RSUs, stock appreciation rights, PSUs and performance shares. For additional information regarding the 2007 Plan and the
2021 Plan, see Note 2 to our Consolidated Financial Statements in Part II, Item 8 of this Form 10-K.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The  information  required  by  this  Item  13  is  incorporated  herein  by  reference  from  the  material  included  under  the  captions  “Corporate  Governance  -
Certain Relationships and Related Transactions” and “Proposal One: Election of Directors” in the Proxy Statement.

Item 14.

Principal Accountant Fees and Services

The information required by this Item 14 is incorporated herein by reference from the material included under the caption “Proposal Three: Ratification of
Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.

95

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 15.    Exhibits and Financial Statement Schedules

(a) Financial Statements, Financial Statement Schedules and Exhibits

PART IV

The financial statements and schedules filed as part of this Form 10-K are listed in the index under Part II, Item 8 of this Form 10-K.

The  exhibits  required  by  Item  601  of  Regulation  S-K  that  are  filed  with  this  Form  10-K  or  incorporated  by  reference  herein  are  set  forth  below.
Management contracts or compensatory plans or arrangements are identified by an asterisk.

Incorporated by Reference

Included
Herewith

Form
10-Q

Period Ending
6/30/04

Exhibit
2.3

Filing Date
8/6/04

Exhibit
Number

Exhibit Description

2.1  Sales  Contract  of  Commodity  Premises  between  Shanghai
Waigaoqiao Free Trade Zone Xin Development Co., Ltd. and Amkor
Assembly & Test (Shanghai) Co., Ltd. dated May 7, 2004.

3.1  Certificate of Incorporation.
3.2  Certificate of Correction to Certificate of Incorporation.
3.3  Restated Bylaws as amended on November 5, 2013.
4.1  Specimen Common Stock Certificate.
4.2 

Indenture, dated March 15, 2019, by and between Amkor Technology,
Inc.  and  U.S.  Bank  National  Association,  as  trustee,  regarding  the
6.625% Senior Notes due 2027.

4.3  Description  of  the  Registrant’s  Securities  Registered  Pursuant  to

Section 12 of the Securities Exchange Act of 1934.

10.1  Form of Indemnification Agreement for directors and officers.
10.2  2009 Voting Agreement, dated as of March 26, 2009, between Amkor

Technology, Inc., James J. Kim and 915 Investments, LP.

10.3  Form of Stock Option Award Agreement under the Second Amended

and Restated 2007 Equity Incentive Plan.*

10.4  Form  of  Restricted  Stock  Award  Agreement  under  the  Second

Amended and Restated 2007 Equity Incentive Plan.*

10.5  Form of Outside Director Stock Option Award Agreement under the
Second Amended and Restated 2007 Equity Incentive Plan.*
10.6  Second Amended and Restated 2007 Equity Incentive Plan*
10.7  Amendment  One  to  Second  Amended  and  Restated  2007  Equity

Incentive Plan*

S-1
POSAM
10-K
S-1/A
8-K

12/31/13

10-K

12/31/19

S-1/A
8-K

10-Q

10-Q

10-Q

8-K
10-Q

3/31/17

3/31/17

3/31/17

6/30/19

3.1
—
3.3
4.1
4.1

4.3

10.1
10.1

10.2

10.3

10.4

10.1
10.3

10.1

10/6/97
8/26/98
2/28/14
3/31/98
3/5/19

2/19/20

3/31/98
4/1/09

5/5/17

5/5/17

5/5/17

5/5/17
8/1/19

7/30/20

10.8  Form  of  Global  Stock  Option  Award  Agreement  under  the  Second

10-Q

6/30/20

Amended and Restated 2007 Equity Incentive Plan.*

96

Exhibit
Number

Exhibit Description

10.9  Form of Global Restricted Stock Award Agreement under the Second

Amended and Restated 2007 Equity Incentive Plan.*

10.10  Form  of  Global  Outside  Director  Nonstatutory  Stock  Option  Award
Agreement  under  the  Second  Amended  and  Restated  2007  Equity
Incentive Plan.*

10.11  Form of Global Outside Director Restricted Stock Award Agreement
under  the  Second  Amended  and  Restated  2007  Equity  Incentive
Plan.*

10.12  Form  of  Global  Performance-Vested  Restricted  Stock  Unit  Award
Agreement  under  the  Second  Amended  and  Restated  2007  Equity
Incentive Plan.*

10.13  Form of Global Time-Vested Restricted Stock Unit Award Agreement
under  the  Second  Amended  and  Restated  2007  Equity  Incentive
Plan.*

10.14  Amkor Technology, Inc. 2021 Equity Incentive Plan*
10.15  Amendment  One  to  the  Amkor  Technology,  Inc.  2021  Equity

Incentive Plan*

10.16  Form  of  Global  Non-Employee  Director  Nonstatutory  Stock  Option

Award Agreement*

10.17  Form  of  Global  Non-Employee  Director  Restricted  Stock  Award

Agreement*

10.18  Form of Global Stock Option Award Agreement*
10.19  Form of Global Restricted Stock Award Agreement*
10.20  Form  of  Global  Performance-Vested  Restricted  Stock  Unit  Award

Agreement*

10.21  Global  Performance-Vested  Restricted  Stock  Unit  Award  Agreement

Guillaume Marie Jean Rutten December 2023*

10.22  Form  of  Global  Performance-Vested  Restricted  Stock  Unit  Award

Agreement December 2023*

10.23  Form  of  Global  Time-Vested  Restricted  Stock  Unit  Award

Agreement*

10.24  Form  of  Global  Non-Employee  Director  Time-Vested  Restricted

Stock Unit Award Agreement*

10.25  Amended and Restated Non-Employee Director Compensation Policy
10.26  Second  Amended 
and  Restated  Non-Employee  Director
Compensation Policy

10.27  Amended and Restated Executive Incentive Bonus Plan*
10.28  Employment Letter Agreement, dated June 24, 2020, between Amkor

Technology, Inc. and Guillaume Marie Jean Rutten.*

10.29  Separation  Agreement  and  Release,  effective  July  4,  2020,  between

Amkor Technology, Inc. and Stephen D. Kelley.*

10.30  Separation  and  Release  Agreement,  dated  September  27,  2021,

between Amkor Technology, Inc. and John C. Stone*

Incorporated by Reference

Included
Herewith

Form
10-Q

10-Q

Period Ending
6/30/20

Exhibit
10.2

Filing Date
7/30/20

9/30/20

10.1

10/30/20

10-Q

9/30/20

10.2

10/30/20

8-K

8-K

8-K
10-K

8-K

8-K

8-K
8-K
8-K

8-K

10-K

10-Q
10-K

8-K
10-Q

10-Q

10-Q

12/31/21

10.1

2/5/21

10.2

2/5/21

10.1
10.36

10.2

10.3

10.4
10.5
10.6

5/20/21
2/18/22

5/20/21

5/20/21

5/20/21
5/20/21
5/20/21

10.7

5/20/21

12/31/21

10.35

2/18/22

6/30/22
12/31/22

10.1
10.25

6/30/20

6/30/20

9/30/21

10.2
10.3

10.4

10.1

8/4/22
2/22/23

5/5/17
7/30/20

7/30/20

10/29/21

X

X

97

Exhibit
Number

Exhibit Description

10.31  Executive Severance Agreement, dated November 15, 2022, between

Amkor Technology, Inc. and Giel Rutten*

10.32  Executive Severance Agreement, dated November 15, 2022, between

Amkor Technology, Inc. and Megan Faust*

10.33  Executive Severance Agreement, dated November 15, 2022, between

Amkor Technology, Inc. and Farshad Haghighi*

10.34  Executive Severance Agreement, dated November 15, 2022, between

Amkor Technology, Inc. and Mark Rogers*

10.35  Executive  Severance  Agreement,  dated  February  13,  2023,  between

Amkor Technology, Inc. and Kevin Engel*

10.36  Executive  Employment  Agreement,  effective  January  1,  2023,

between Amkor Technology Korea, Inc. and Steve Shin*†

10.37  Syndicated  Loan  Agreement  among 

Sumitomo  Mitsui  Banking  Corporation  and  other 
institutions, dated as of July 13, 2018 (English translation).

J-Devices  Corporation,
financial

10.38  Guaranty  by  Amkor  Technology,  Inc.  in  favor  of  Sumitomo  Mitsui
Banking Corporation and other financial institutions, dated as of July
13, 2018 (English translation).

10.39  Loan  and  Security  Agreement,  dated  as  of  July  13,  2018,  by  and
among  Amkor  Technology  Singapore  Holding  Pte,  Ltd.,  Bank  of
America, N.A. and other financial institutions.

10.40  Amendment  to  Loan  and  Security  Agreement,  dated  as  of  July  8,
2019, by and amount Amkor Technology Singapore Holding Pte, Ltd.,
Bank of America, N.A. and other financial institutions.

10.41  Guaranty and Security Agreement, dated as of July 13, 2018, by and
among Amkor Technology, Inc., and Bank of America, N.A.

10.42  Syndicated  Loan  Agreement  among 

Sumitomo  Mitsui  Banking  Corporation  and  other 
institutions, dated as of December 23, 2019 (English translation)
10.43  Guaranty  by  Amkor  Technology,  Inc.  in  favor  of  Sumitomo  Mitsui
Banking  Corporation  and  other  financial  institutions,  dated  as  of
December 23, 2019 (English translation)

J-Devices  Corporation,
financial

10.44  Deed of Guaranty by Amkor Technology Singapore Holding Pte. Ltd.
in favor of Sumitomo Mitsui Banking Corporation and other financial
institutions, dated as of December 23, 2019 (English translation)

98

Incorporated by Reference

Included
Herewith

Form
10-K

10-K

10-K

10-K

10-K

10-K

8-K

8-K

8-K

Period Ending
12/31/22

Exhibit
10.30

Filing Date
2/22/23

12/31/22

10.31

2/22/23

12/31/22

10.32

2/22/23

12/31/22

10.33

2/22/23

12/31/22

10.34

2/22/23

12/31/22

10.35

2/22/23

10.1

7/19/18

10.2

7/19/18

10.3

7/19/18

10-Q

6/30/19

10.2

8/1/19

8-K

8-K

8-K

8-K

10.4

10.1

7/19/18

12/26/19

10.2

12/26/19

10.3

12/26/19

Exhibit
Number

Exhibit Description

10.45  Secured  Facility  Agreement,  dated  March  28,  2022,  between  Amkor
Technology,  Inc.,  as  parent,  Amkor  Technology  Singapore  Holding
Pte. Ltd., as borrower, the subsidiaries of the borrower set forth in the
schedules thereto, as original guarantors, the Hongkong and Shanghai
Banking Corporation Limited, Singapore Branch (“HSBC”) and DBS
Bank Ltd., each as mandated lead arranger and bookrunner, the other
financial  institutions  party  thereto,  as  lenders,  HSBC,  as  agent  and
offshore  security  trustee,  and  CTBC  Bank  Co.,  Ltd.,  as  onshore
security agent.

21.1  List of subsidiaries of the Registrant.
23.1  Consent of PricewaterhouseCoopers LLP.
24.1  Power of Attorney (included on the Signatures page of this Report on

Form 10-K).

31.1  Certification of Guillaume Marie Jean Rutten, Chief Executive Officer
of  Amkor  Technology,  Inc.,  Pursuant  to  Rule  13a-14(a)  under  the
Securities Exchange Act of 1934, as amended.

31.2  Certification  of  Megan  Faust,  Chief  Financial  Officer  of  Amkor
Technology,  Inc.,  Pursuant  to  Rule  13a-14(a)  under  the  Securities
Exchange Act of 1934, as amended.

32.1  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.**
97.1  Excess Compensation Recovery Policy.**

101.INS Inline  XBRL  Instance  Document  -  the  instance  document  does  not
appear  in  the  Interactive  Data  File  because  its  XBRL  tags  are
embedded within the Inline XBRL document.
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

104  Cover  Page  Interactive  Data  File  (formatted  as  Inline  XBRL  and

contained in Exhibit 101)

Incorporated by Reference

Included
Herewith

Form
8-K

Period Ending

Exhibit
10.1

Filing Date
3/29/22

X
X
X

X

X

X

X
X

X
X
X
X
X
X

*  Indicates management compensatory plan, contract or arrangement.

** Furnished herewith

† Exhibit includes confidential information that has been redacted.

Item 16.    Form 10-K Summary

None.

99

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Annual Report
on Form 10-K to be signed, on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

AMKOR TECHNOLOGY, INC.

By: /s/  Guillaume Marie Jean Rutten
Guillaume Marie Jean Rutten
President and Chief Executive Officer
Date: February 16, 2024

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Guillaume Marie Jean Rutten
and Megan Faust, and each of them, his or her attorneys-in-fact, and agents, each with the power of substitution, for and in the name, place and stead of
such person, in any and all capacities, to sign any and all amendments to this Form 10-K, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and conforming all that said attorneys-in-fact and agents of any of them, or his, her or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Form 10-K has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

Name

Title

Date

/s/  Guillaume Marie Jean Rutten
Guillaume Marie Jean Rutten

President and Chief Executive Officer
(Principal Executive Officer)

February 16, 2024

/s/  Megan Faust
Megan Faust

/s/  James J. Kim
James J. Kim

/s/ Susan Y. Kim
Susan Y. Kim

/s/  Douglas A. Alexander
Douglas A. Alexander

/s/  Roger A. Carolin
Roger A. Carolin

Executive Vice President, Chief Financial Officer, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

February 16, 2024

Executive Chairman

February 16, 2024

Executive Vice Chairman

February 16, 2024

February 16, 2024

February 16, 2024

Director

Director

100

 
Name

/s/  Winston J. Churchill
Winston J. Churchill

/s/  Daniel Liao
Daniel Liao

/s/  MaryFrances McCourt
MaryFrances McCourt

/s/  Robert R. Morse
Robert R. Morse

/s/  Gil C. Tily
Gil C. Tily

/s/  David N. Watson
David N. Watson

Title

Director

Director

Director

Director

Director

Director

101

Date

February 16, 2024

February 16, 2024

February 16, 2024

February 16, 2024

February 16, 2024

February 16, 2024

AMKOR TECHNOLOGY, INC.

2021 EQUITY INCENTIVE PLAN

Exhibit 10.21

GLOBAL PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENT

Unless otherwise defined herein, each term used in this Global Performance-Vested Restricted Stock Unit Award Agreement, including the performance
goals set forth in the Appendix A attached hereto, the general terms and conditions for all non-U.S. Participants and the additional terms and conditions for
certain countries, all as set forth in the Appendix B attached hereto (Appendices A and B, together with the Global Performance-Vested Restricted Stock
Unit Award Agreement, the “Award Agreement”) and defined in the Amkor Technology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same
meaning as is given to such term in the Plan.

Participant Name: Guillaume Marie Jean Rutten

You have been granted the right to receive an Award of Performance-Vested Restricted Stock Units, subject to the terms and conditions of the Plan

and this Award Agreement, as follows:

Grant Number            

Date of Grant            

Number of Restricted Stock Units Granted            

1.
Grant. The Company hereby grants to the individual named above (“Participant”) under the Plan as a separate incentive and not in lieu of any
salary or other compensation for the Participant’s services, an Award of Restricted Stock Units (the “Award”), subject to all of the terms and conditions in
this Award Agreement and the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and
the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.

2.
Vesting  Schedule.  Except  as  may  be  otherwise  provided  in  Section  4  or  Section  5  of  this  Award  Agreement,  the  Award  shall  vest  on  the
Determination Date (as defined below) (a) if the Participant’s continuous status as a Service Provider has not terminated prior to the Determination Date
and (b) to the extent that one or both of the Performance Goals (as defined in Appendix A) have been attained and all the other conditions for the vesting of
the Restricted Stock Units have been satisfied, as determined on or prior to the Determination Date by the Administrator, whose good faith determination
shall be final, binding and conclusive on all persons, including, but not limited to, the Company and the Participant. The Determination Date shall be the
date on which the Administrator determines and certifies in writing that the corresponding Performance Goal(s) and all other conditions for the vesting of
the  Restricted  Stock  Units  have  been  satisfied,  which  date  shall  not  be  more  than  ninety  (90)  days  after  the  last  day  of  the  Performance  Period
(“Determination Date”).

For the avoidance of doubt, unless otherwise set forth in Section 4 of this Award Agreement, employment or other service during only a portion of the
vesting period until the Determination Date shall not entitle the Participant to vest in a pro rata portion of the Restricted Stock Units scheduled to vest on
such date.

3.
Settlement. Subject to Sections 7 and 22 hereof, promptly following each applicable vesting date (including any accelerated vesting date under
Section 4), and in any event within forty-five (45) days thereof, the Company shall, in the Administrator’s sole discretion, either (i) pay to Participant an
amount in cash equal to the Fair Market Value of the Shares represented by the RSUs that vested as of the most recent vesting date, or (ii) (a) issue and
deliver to the Participant the number of Shares equal to the number of vested Restricted Stock Units and (b) enter the Participant’s name on the books of the
Company as the stockholder of record with respect to the Shares delivered to the Participant.

4.

Termination of Status as a Service Provider.

(a)

Termination  Due  to  Death  or  Disability.  If  the  Participant’s  termination  as  a  Service  Provider  is  due  to  death  or  Disability  and  such
termination  occurs  before  the  Determination  Date,  the  Participant  shall  become  vested  at  the  time  of  the  Determination  Date  in  a  number  of  Restricted
Stock Units equal to the product of (i) the

1

 
number of Restricted Stock Units that the Participant would have become vested in accordance with Section 2 had the Participant’s continuous status as a
Service Provider had continued through the Determination Date and (ii) a fraction, the numerator of which is the number of days during the Performance
Period that the Participant provided services as a Service Provider and the denominator of which is the total number of days in the Performance Period.

(b)

Termination Due to Retirement. If the Participant’s termination as a Service Provider is due to Retirement (as defined herein), and such
Retirement  occurs  before  the  Determination  Date,  the  Participant  shall  become  vested  at  the  time  of  the  Determination  Date  in  a  number  of  Restricted
Stock Units equal to the product of (i) the number of Restricted Stock Units that the Participant would have earned in accordance with Section 2 had the
Participant remained as a Service Provider through the end of the Performance Period and (ii) a fraction, the numerator of which is the number of days
during  the  Performance  Period  that  the  Participant  provided  services  as  a  Service  Provider  during  such  year  and  the  denominator  of  which  is  the  total
number of days in the Performance Period. Notwithstanding the preceding sentence, if such Retirement occurred within six (6) months following the Date
of Grant, all the Restricted Stock Units will be forfeited (with no consideration due the Participant), and Participant will have no further rights thereunder.
“Retirement” for purposes of this Award Agreement shall mean the Participant’s resignation from the Company (or the Subsidiary employing or retaining
Participant) on or after the date on which the sum of (i) the Participant’s age (rounded down to the nearest whole month) plus (ii) the number of years
(rounded  down  to  the  nearest  whole  month)  that  the  Participant  has  provided  services  as  a  Service  Provider  to  the  Company  equals  or  is  greater  than
seventy-five (75).

Notwithstanding  the  foregoing,  if  the  Company  receives  a  legal  opinion  that  there  has  been  a  legal  judgment  and/or  legal  development  in
Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Restricted Stock Units when Participant’s status as a Service
Provider terminates as a result of Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 4(b) regarding the
treatment  of  the  Restricted  Stock  Units  when  Participant’s  status  as  a  Service  Provider  terminates  as  a  result  of  Participant’s  Retirement  will  not  be
applicable to Participant and the remaining provisions of this Award Agreement will govern.

(c)

Termination Without Cause. If Participant’s status as a Service Provider is terminated by the Company without Cause before this Award

is vested in full, the Award shall automatically and immediately vest in full.

(d)

Change in Control. If a Change in Control occurs, the Award is assumed by the successor in connection with the Change in Control and
the  Participant  either  (i)  remains  a  Service  Provider  through  the  Determination  Date  or  (ii)  the  Participant’s  continuous  status  as  a  Service  Provider  is
terminated prior to the Determination Date (A) by the Company (or the Subsidiary employing or retaining Participant) for any reason other than Cause or
(B) by the Participant for Good Reason, the Participant shall become vested at the time of the Determination Date in a number of Restricted Stock Units
equal to the greater of (i) the amount of Restricted Stock Units that the Participant would have received had the Performance Goal been attained at the
100% attainment level and (ii) the actual attainment level of the Performance Goal measured as of the time of the Change in Control. For purposes of this
Award Agreement, “Good Reason” shall mean: (i) a material reduction in the Participant’s authority, duties or responsibilities; (ii) a material reduction in
the Participant’s base salary or bonus opportunity (other than a general reduction in base salary that affects all similarly situated executives in substantially
the  same  proportions);  or  (iii)  any  material  breach  by  the  Company  of  any  material  provision  of  this  Agreement.  However,  Good  Reason  shall  not  be
deemed to exist unless (x) Participant shall have given written notice to the Company specifying in reasonable detail the circumstances that Participant
alleges  constitute  Good  Reason  within  thirty  (30)  calendar  days  of  learning  of  such  act  or  omission  and  (y)  the  Company  has  failed  to  cure  any  such
circumstances within thirty (30) calendar days of receipt of such written notice.

Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, but subject to the
5.
vesting provisions set forth in this Award Agreement and Section 4 above, the balance of the Restricted Stock Units that have not vested at the time of
Participant’s termination as a Service Provider for any reason will be forfeited (with no consideration due to Participant) and automatically transferred to
and reacquired by the Company at no cost to the Company upon the date of such termination and Participant will have no further rights thereunder.

For  purposes  of  the  Restricted  Stock  Units,  Participant’s  status  as  a  Service  Provider  will  be  deemed  terminated  as  of  the  date  Participant  is  no  longer
actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be
invalid  or  in  breach  of  labor  laws  in  the  jurisdiction  where  Participant  is  providing  service  or  the  terms  of  Participant’s  employment  or  other  service
agreement, if any) and such date will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice
period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Participant is providing service or the
terms of Participant’s employment or other service agreement, if any). The Administrator shall have the exclusive discretion to determine when Participant

2

 
is no longer actively provides services for purposes of the Restricted Stock (including whether Participant may still be considered to be providing services
while on a leave of absence).

6.
Clawback. Notwithstanding any provision of this Award Agreement to the contrary, the Award is subject in all respects to the Amkor Technology,
Inc. Excess Compensation Recovery Policy, as amended from time to time (the “Policy”). In the event of an “Accounting Restatement” (as defined in the
Policy),  the  Award  (or  any  portion  thereof)  may  be  subject  to  recovery  by  the  Company  if  the  Award  (or  any  portion  thereof)  is  determined  to  be
“Erroneously Awarded Compensation” (as defined in the Policy). In addition, the Award is subject to recovery by the Company if the Company is required
to restate its financial statements resulting in the financial results being reduced such that the Award (or any portion thereof) would not have been paid, if
the Company determines, in its sole discretion, that the Participant engaged in intentional misconduct or fraud that resulted in such restatement.

Death  of  Participant.  Notwithstanding  any  provision  of  this  Award  Agreement  to  the  contrary,  any  distribution  or  delivery  to  be  made  to
7.
Participant under this Award Agreement will, if Participant is then deceased, be made to the administrator or executor of Participant’s estate, Participant’s
legal heirs or, provided such designation has been permitted by the Company and/or is valid under Applicable Laws, Participant’s designated beneficiary.
Any such transferee must furnish the Company with (a) written notice of his or her status as transferee and (b) evidence satisfactory to the Company to
establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8.

Responsibility for Taxes.

(a)

Participant  acknowledges  and  agrees  that,  regardless  of  any  action  taken  by  the  Company  or,  if  different,  the  Subsidiary  to  which
Participant  is  providing  services  (the  “Service  Recipient”),  the  ultimate  liability  for  all  income  tax,  social  insurance,  payroll  tax,  fringe  benefits  tax,
payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is
and remains Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Service Recipient. Participant further
acknowledges  that  the  Company  and/or  the  Service  Recipient:  (i)  make  no  representations  or  undertakings  regarding  the  treatment  of  any  Tax-Related
Items  in  connection  with  any  aspect  of  the  Restricted  Stock  Units,  including,  but  not  limited  to,  the  grant  or  vesting  of  Restricted  Stock  Units,  or  the
subsequent sale of Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms
of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax
result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Service
Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b)

Prior to the relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the
Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Service Recipient, or
their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of
the following: (i) withholding from Participant’s salary, wages or other compensation payable to Participant by the Company and/or the Service Recipient;
(ii) withholding from proceeds of the sale of the Shares subject to the Restricted Stock Units either through a voluntary sale or through a mandatory sale
arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent); (iii) withholding Shares subject to the Restricted
Stock Units; or (iv) any method determined by the Administrator to be in compliance with Applicable Laws. Notwithstanding the foregoing, if Participant
is subject to Section 16 of the Exchange Act at the time the withholding obligation for Tax-Related Items becomes due, the Administrator will satisfy any
applicable withholding obligation by directing the Company to withhold Shares subject to the Restricted Stock Units (except in the case of U.S. Federal
Insurance Contribution Act taxes or other Tax-Related Items which become payable in a year prior to the year in which the Shares are issued).

(c)

The Company and/or the Service Recipient may withhold or account for Tax-Related Items by considering statutory withholding amounts
or other applicable withholding rates, including maximum rates applicable in Participant’s jurisdiction(s). In the event of over-withholding, Participant may
receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, Participant may seek a refund
from local tax authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable
tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes,
Participant is deemed to have received the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares
is held back solely for the purpose of paying the Tax-Related Items.

Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient

may be required to withhold or account for as a result of Participant’s

3

 
participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds
of the sale of the Shares acquired upon vesting of the Restricted Stock Units, if Participant fails to comply with his or her obligations in connection with the
Tax-Related Items.

9.
Rights  as  Stockholder.  Neither  Participant  nor  any  person  claiming  under  or  through  Participant  will  have  any  of  the  rights  or  privileges  of  a
stockholder of the Company in respect of any Shares deliverable hereunder unless and until the Restricted Stock Units have vested and are settled by the
issuance  of  Shares  in  accordance  with  Section  3,  the  Share  issuance  is  recorded  on  the  records  of  the  Company  or  its  transfer  agents  or  registrars,  and
certificates  representing  such  Shares  have  been  issued  (if  the  Shares  are  certificated  or  evidence  of  book  entry  if  the  Shares  are  not  certificated)  and
delivered  to  Participant.  After  such  vesting,  settlement,  issuance,  recordation  and  delivery,  Participant  will  have  all  the  rights  of  a  stockholder  of  the
Company with respect to such Shares for which such conditions are met, including voting and receipt of dividends and distributions on such Shares. The
Participant shall not be entitled to any Dividend Equivalents with respect to the Restricted Stock Units to reflect any dividends payable on Shares.

10.
No  Guarantee  of  Continued  Service.  PARTICIPANT  ACKNOWLEDGES  AND  AGREES  THAT  THE  VESTING  OF  THE  RESTRICTED
STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AND
NOT  THROUGH  THE  ACT  OF  BEING  HIRED,  BEING  GRANTED  THESE  RESTRICTED  STOCK  UNITS  OR  ACQUIRING  SHARES
HEREUNDER.  PARTICIPANT  FURTHER  ACKNOWLEDGES  AND  AGREES  THAT  THIS  AWARD  AGREEMENT,  THE  TRANSACTIONS
CONTEMPLATED  HEREUNDER  AND  THE  VESTING  AND  SETTLEMENT  SCHEDULE  SET  FORTH  HEREIN  DO  NOT  CONSTITUTE  AN
EXPRESS  OR  IMPLIED  PROMISE  OF  CONTINUED  ENGAGEMENT  AS  A  SERVICE  PROVIDER  FOR  THE  VESTING  PERIOD,  FOR  ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY OR THE
SERVICE RECIPIENT, AS APPLICABLE. TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH
OR WITHOUT CAUSE.

Appendix B. For Participants outside the United States, the Restricted Stock Units shall be subject to the general terms and conditions for all non-
11.
U.S.  Participants  and  the  additional  terms  and  conditions  for  certain  countries  set  forth  in  the  Appendix  B  attached  hereto.  Moreover,  if  Participant
relocates from the U.S. to one of the countries included in the Appendix B or if Participant relocates between countries included in the Appendix B during
the vesting period of the Restricted Stock Units, the general terms and conditions for non-U.S. Participants and the additional terms and conditions for such
country shall apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal
or administrative reasons. The Appendix B constitutes part of this Award Agreement.

12.
No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant acknowledges that he or she should consult with
his or her own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Restricted Stock Units.

Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care
13.
of its General Counsel at Amkor Technology, Inc., 2045 East Innovation Circle, Tempe, AZ 85284, or at such other address as the Company may hereafter
designate in writing.

14.
construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by Participant or any other participants.

Waivers.  Participant  acknowledges  that  a  waiver  by  the  Company  of  breach  of  any  provision  of  this  Award  Agreement  shall  not  operate  or  be

15.
Grant is Not Transferable. Except to the limited extent provided in Section 6, the unvested Restricted Stock Units subject to this grant and the
rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and
will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
any  unvested  Restricted  Stock  Units  subject  to  this  grant,  or  any  right  or  privilege  conferred  hereby,  or  upon  any  attempted  sale  under  any  execution,
attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

16.
Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and
inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto (provided that neither the Restricted Stock Units
nor this Award Agreement may be assigned by Participant).

4

 
17.
Additional Conditions. The Company will not be required to issue any certificate or certificates (or evidence of book entry) for Shares hereunder
prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then
listed; (b) the completion of any registration or other qualification of such Shares under any Applicable Laws or under the rulings or regulations of the U.S.
Securities  and  Exchange  Commission  or  any  other  U.S.  or  non-U.S.  governmental  regulatory  body,  which  the  Administrator,  in  its  absolute  discretion,
deems  necessary  or  advisable;  (c)  the  obtaining  of  any  approval  or  other  clearance  from  any  U.S.  or  non-U.S.  governmental  agency,  which  the
Administrator, in its absolute discretion, determines to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of
grant of the Restricted Stock Units as the Administrator may establish from time to time for reasons of administrative convenience. Participant understands
that the Company is under no obligation to register or qualify the Shares subject to the Restricted Stock Units with any U.S. state or non-U.S. securities
commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the
Company shall have unilateral authority to amend the Plan and this Award Agreement without Participant’s consent to the extent necessary to comply with
Applicable Laws. In addition, Participant acknowledges and agrees that the Award is subject to all legal requirements and stock exchange listing rules as
currently in effect and as revised from time to time.

18.
Administrator  Authority.  The  Administrator  has  the  power  to  interpret  the  Plan  and  this  Award  Agreement  and  to  adopt  such  rules  for  the
administration, interpretation and application of the Plan and this Award Agreement as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and
determinations  made  by  the  Administrator  in  good  faith  will  be  final  and  binding  upon  Participant,  the  Company  and  all  other  interested  persons.  No
member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this
Award Agreement.

19.
Electronic Delivery and Acceptance.  The  Company  may,  in  its  sole  discretion,  decide  to  deliver  any  documents  related  to  the  Restricted  Stock
Units or the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive
such  documents  by  electronic  delivery  and  agrees  to  participate  in  the  Plan  through  any  on-line  or  electronic  system  established  and  maintained  by  the
Company or a third party designated by the Company.

20.
Agreement.

Captions.  Captions  provided  herein  are  for  convenience  only  and  are  not  to  serve  as  a  basis  for  interpretation  or  construction  of  this  Award

21.
from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

Agreement Severable. In the event that any provision in this Award Agreement is held invalid or unenforceable, such provision will be severable

22.
Modifications  to  the  Award  Agreement.  The  Plan  and  this  Award  Agreement  constitute  the  entire  understanding  of  the  parties  on  the  subjects
covered  herein.  Participant  expressly  warrants  that  he  or  she  is  not  accepting  this  Award  Agreement  in  reliance  on  any  promises,  representations,  or
inducements other than those contained herein. Except as otherwise provided herein or in the Plan, modifications to this Award Agreement can be made
only in an express written contract executed by Participant and a duly authorized officer of the Company.

23.
Code Section 409A.  The  Award  Agreement  is  intended  to  comply  with,  or  be  exempt  from,  Code  Section  409A  and  all  regulations,  guidance,
compliance  programs  and  other  interpretative  authority  thereunder,  and  shall  be  interpreted  in  a  manner  consistent  therewith.  Notwithstanding  anything
contained herein to the contrary, in the event the Award Agreement is subject to Code Section 409A, the Company may, in its sole discretion and without
Participant’s prior consent, amend the Plan and/or the Award Agreement, adopt policies and procedures, or take any other actions as deemed appropriate by
the Company to (i) exempt the Plan and/or the Award Agreement from the application of Code Section 409A, (ii) preserve the intended tax treatment of the
Award Agreement or (iii) comply with the requirements of Code Section 409A. Notwithstanding anything contained herein to the contrary, in no event
shall  the  Company  or  any  Subsidiary  have  any  liability  or  obligation  to  any  Participant  or  any  other  person  in  the  event  that  the  Plan  or  the  Award
Agreement is not exempt from, or compliant with, Code Section 409A.

Furthermore,  notwithstanding  anything  in  this  Award  Agreement  to  the  contrary,  any  Restricted  Stock  Units  that  become  vested  under  this
Agreement as of the date or at a time that is by reference to Participant’s termination as a Service Provider and that constitute an item of non-qualified
deferred compensation subject to Code Section 409A shall not be settled unless Participant experiences a “separation from service” within the meaning of
Code Section 409A (a “Separation from Service”); provided that if Participant is a “specified employee” within the meaning of Code Section 409A as of
the date of the Separation from Service (as determined according to the methodology established by the Company as in effect on the date of Participant’s
termination as a Service Provider), the Restricted Stock Units shall instead be settled on the first business day that is after the earlier of (i) the date that is
six months following the date of the Separation from Service or (ii) the date of Participant’s death, to the extent

5

 
such delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision
thereto.

24.
Effect of Plan. By accepting the Restricted Stock Units, Participant expressly warrants that he or she has received an Award of Restricted Stock
Units under the Plan, and has received, read and understands the Plan. Participant understands that the Plan is discretionary in nature and may be amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan.

25.
Governing Law; Venue. This Award Agreement will be governed by the laws of the State of Delaware, without giving effect to the conflict of law
principles thereof. For purposes of litigating any dispute that arises under this Award or this Award Agreement, the parties hereby submit to and consent to
the exclusive jurisdiction of the State of Arizona and agree that such litigation will be conducted solely in the courts of Maricopa County, Arizona, or the
federal courts for the United States for the District of Arizona in Maricopa County, Arizona, and no other courts.

26.
Insider Trading Restrictions/Market Abuse Laws. By accepting the Restricted Stock Units, Participant acknowledges that he or she is bound by all
the terms and conditions of the Company’s insider trading policy as may be in effect from time to time. Participant further acknowledges that, depending on
Participant’s  or  his  or  her  broker’s  country  or  the  country  in  which  the  Shares  are  listed,  he  or  she  may  be  subject  to  insider  trading  restrictions  and/or
market abuse laws which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares, or rights linked to the
value of Shares during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable
jurisdictions).  Local  insider  trading  laws  and  regulations  may  prohibit  the  cancellation  or  amendment  of  orders  Participant  placed  before  Participant
possessed inside information. Furthermore, Participant could be prohibited from (i) disclosing the inside information to any third party, which may include
fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are
separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time.
Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant should speak to his or her personal
advisor on this matter.

27.
Agreement.  Participant’s  acceptance  of  the  Restricted  Stock  Units  by  signing  below  or  by  otherwise  accepting  the  Restricted  Stock  Units
following such procedures as established by the Company (including an online acceptance process) constitute Participant’s agreement to be bound by the
terms and conditions of this Award Agreement and the Plan. The Company may refuse to allow Participant to vest in the Restricted Stock Units unless
Participant has signed this Award Agreement or otherwise accepted the Restricted Stock Units following such procedures as established by the Company
(including an online acceptance process).

PARTICIPANT    AMKOR TECHNOLOGY, INC.

Signature: __________________________    By: ________________________________

Print Name:    Title: 

6

 
 
APPENDIX B TO 
AMKOR TECHNOLOGY, INC. 
2021 EQUITY INCENTIVE PLAN 
GLOBAL PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENT

Capitalized  terms  used  but  not  defined  in  this  Appendix  B  shall  have  the  same  meanings  assigned  to  them  in  the  Plan  and/or  the  Global

Performance-Vested Restricted Stock Unit Award Agreement.

Terms and Conditions

This Appendix B includes general terms and conditions for all non-U.S. Participants and additional terms and conditions that govern the Restricted
Stock Units if Participant works and/or resides in one of the countries listed below. If Participant is a citizen or resident of a country other than the one in
which  Participant  is  currently  working  and/or  residing  (or  is  considered  as  such  for  local  law  purposes),  or  if  Participant  transfers  employment  and/or
residency to a different country after the Restricted Stock Units are granted, the Company will, in its discretion, determine the extent to which the terms and
conditions contained herein will apply to Participant.

Notifications

This  Appendix  B  also  includes  information  regarding  certain  other  issues  of  which  Participant  should  be  aware  with  respect  to  Participant’s
participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of March 2021.
Such  laws  are  often  complex  and  change  frequently.  As  a  result,  Participant  should  not  rely  on  the  information  noted  herein  as  the  only  source  of
information relating to the consequences of participation in the Plan because the information may be out-of-date at the time the Restricted Stock Units vest
or Participant sells any Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation. As a result, the Company
is not in a position to assure Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant
laws in Participant’s country may apply to Participant’s individual situation.

If Participant is a citizen or resident of a country other than the one in which Participant is currently working and/or residing (or is considered as
such for local law purposes), or if Participant transfers employment and/or residency to a different country after the Restricted Stock Units are granted, the
information contained in this Appendix B may not be applicable to Participant in the same manner.

7

 
 
 
GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL NON-U.S. PARTICIPANTS

1.

Data Privacy Information and Consent.

(a)

Data  Collection  and  Usage.  The  Company  and  the  Service  Recipient  collect,  process  and  use  certain  personal  information  about
Participant,  including,  but  not  limited  to,  Participant’s  name,  home  address,  telephone  number,  email  address,  date  of  birth,  social  insurance  number,
passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards granted under the
Plan  or  any  other  entitlement  to  shares  awarded,  canceled,  exercised,  vested,  unvested  or  outstanding  in  Participant’s  favor  (“Data”),  for  purposes  of
implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is Participant’s consent.

(b)

Stock Plan Administration Service Providers. The Company transfers Data to E*TRADE Financial Corporate Services, Inc. and certain
of its affiliates (“E*TRADE)”, an independent service provider which is assisting the Company with the implementation, administration and management
of  the  Plan.  The  Company  may  select  a  different  service  provider  or  additional  service  providers  and  share  Data  with  such  other  provider  serving  in  a
similar manner. Participant may be asked to agree on separate terms and data processing practices with E*TRADE and such other service providers, with
such agreement being a condition to the ability to participate in the Plan.

(c)

International Data Transfers. The Company and E*TRADE are based in the U.S., which means that it will be necessary for Data to be
transferred  to,  and  processed  in,  the  U.S.  Participant’s  country  or  jurisdiction  may  have  different  data  privacy  laws  and  protections  than  the  U.S.  The
Company’s legal basis for the transfer of Data, where required, is Participant’s consent.

(d)

Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Participant’s
participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws.
This period may extend beyond the Participant’s period as a Service Provider. When the Company and/or the Service Recipient no longer need Data for any
of  the  above  purposes,  they  will  cease  processing  it  in  this  context  and  remove  it  from  all  of  their  systems  used  for  such  purposes  to  the  fullest  extent
practicable.

(e)

Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and Participant is providing the
consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, Participant’s salary
from  or  employment  or  service  with  the  Service  Recipient  will  not  be  affected;  the  only  consequence  of  refusing  or  withdrawing  consent  is  that  the
Company would not be able to grant the Restricted Stock Units or other equity awards to Participant under the Plan or administer or maintain such awards.

(f)

Data Subject Rights.  Participant  may  have  a  number  of  rights  under  data  privacy  laws  in  his  or  her  jurisdiction.  Depending  on  where
Participant is based, such rights may include the right to (i) request access to or copies of Data the Company processes, (ii) rectify incorrect Data, (iii)
delete  Data,  (iv)  restrict  the  processing  of  Data,  (v)  restrict  the  portability  of  Data,  (vi)  lodge  complaints  with  competent  authorities  in  Participant’s
jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to
exercise these rights, Participant can contact his or her local human resources representative.

(g)

Other  Legal  Basis  and  Additional  Consent.  Participant  understands  that  the  Company  may  rely  on  a  different  legal  basis  for  the
collection, processing or transfer of Data in the future and/or request Participant to provide another data privacy consent. If applicable, upon request of the
Company  or  the  Service  Recipient,  Participant  will  provide  a  separate  executed  data  privacy  agreement  (or  any  other  agreements  or  consents)  that  the
Company and/or the Service Recipient may deem necessary to obtain from Participant for the purpose of administering his or her participation in the Plan
in compliance with the data privacy laws in Participant’s country, either now or in the future. Participant understands and agrees that Participant will not be
able to participate in the Plan if Participant fails to provide any such agreement requested by the Company and/or the Service Recipient.

2.

Nature of Grant. By accepting the Restricted Stock Units, Participant acknowledges, understands, and agrees that:

(a)

the  grant  of  the  Restricted  Stock  Units  is  exceptional,  voluntary  and  occasional  and  does  not  create  any  contractual  or  other  right  to

receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past;

(b)

all decisions with respect to future restricted stock unit or other grants, if any, will be at the sole discretion of the Company;

8

 
(c)

Participant is voluntarily participating in the Plan;

(d)

the Restricted Stock Units and any Shares subject to the Restricted Stock Units, and the income from and value of same, are not intended

to replace any pension rights or compensation;

(e)

unless  otherwise  agreed  with  the  Company,  the  Restricted  Stock  Units  and  the  Shares  subject  to  the  Restricted  Stock  Units,  and  the
income  from  and  value  of  same,  are  not  granted  as  consideration  for,  or  in  connection  with,  the  service  Participant  may  provide  as  a  director  of  a
Subsidiary;

(f)

the Restricted Stock Units and any Shares subject to the Restricted Stock Units, and the income from and value of same, are not part of
normal  or  expected  compensation  for  any  purpose,  including,  without  limitation  to,  calculating  any  severance,  resignation,  termination,  redundancy,
dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory payments;

(g)

the future value of the Shares underlying the Restricted Stock Units is unknown, indeterminable, and cannot be predicted with certainty;

(h)

no  claim  or  entitlement  to  compensation  or  damages  shall  arise  from  forfeiture  of  the  Restricted  Stock  Units  resulting  from  the
termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of labor laws in
the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or other service agreement, if any);

(i)

unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this
Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor
to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

(j)

neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between
Participant’s local currency and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the
Restricted Stock or the subsequent sale of any Shares subject to the Restricted Stock Units.

Language.  Participant  acknowledges  that  he  or  she  is  sufficiently  proficient  in  English  or  has  consulted  with  an  advisor  who  is  sufficiently
3.
proficient in English, so as to allow Participant to understand the terms and conditions of this Award Agreement. If Participant has received this Award
Agreement, or any other documents related to the Restricted Stock Units and/or the Plan translated into a language other than English and if the meaning of
the translated version is different than the English version, the English version will control.

4.
Foreign Asset/Account, Exchange Control and Tax Reporting. Participant may be subject to foreign asset/account, exchange control, tax reporting
or other requirements which may affect Participant’s ability acquire or hold Restricted Stock Units, Shares or cash received from participating in the Plan
(including dividends and the proceeds arising from the sale of Shares) in a brokerage/bank account outside Participant’s country. The applicable laws of
Participant’s country may require that he or she report such Restricted Stock Units, Shares, accounts, assets or transactions to the applicable authorities in
such  country  and/or  repatriate  funds  received  in  connection  with  the  Plan  to  Participant’s  country  within  a  certain  time  period  or  according  to  certain
procedures. Participant acknowledges that he or she is responsible for ensuring compliance with any applicable requirements and should consult his or her
personal legal advisor to ensure compliance with Applicable Laws.

9

 
ADDITIONAL TERMS AND CONDITIONS FOR CERTAIN COUNTRIES

KOREA

Notifications

Foreign Asset/Account Reporting Information.  Korean  residents  must  declare  all  foreign  financial  accounts  (e.g., non-Korean  bank  accounts,  brokerage
accounts) to the Korean tax authorities and file a report with respect to such accounts if the monthly balance of such accounts exceeds KRW 500 million (or
an  equivalent  amount  in  foreign  currency)  on  any  month-end  during  a  calendar  year.  Participant  should  consult  with  his  or  her  personal  tax  advisor  to
determine his or her personal reporting obligations.

SINGAPORE

Terms and Conditions

Restriction on Sale of Shares. The Restricted Stock Units are subject to section 257 of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”) and
Participant will not be able to make any subsequent offer to sell or sale of the Shares in Singapore, unless such offer or sale is made (1) after six (6) months
from the Date of Grant, (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA or (3) pursuant to,
and in accordance with, the conditions of any other applicable exemptions under the SFA.

Notifications

Securities Law Information. The offer of the Plan, the grant of the Restricted Stock Units, and the issuance of the Shares subject to the Restricted Stock
Units are being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA. The Plan has not been lodged or registered as a
prospectus with the Monetary Authority of Singapore.

Director  Notification.  Participant  understands  and  acknowledges  that  if  Participant  is  a  director,  associate  director  or  shadow  director  of  a  Singapore
Subsidiary, Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether Participant is a Singapore
resident  or  providing  services  in  Singapore.  Among  these  requirements  is  an  obligation  to  notify  the  Singapore  Subsidiary  in  writing  when  Participant
receives an interest (e.g.,  Restricted  Stock  Units)  in  the  Company.  In  addition,  Participant  must  notify  the  Singapore  Subsidiary  when  Participant  sells
Shares (including when Participant sells Shares acquired under the Plan). These notifications must be made within two days of acquiring or disposing of
any interest in the Company. In addition, a notification must be made of Participant’s interests in the Company within two days of becoming a director,
associate director or shadow director.

10

 
AMKOR TECHNOLOGY, INC.

2021 EQUITY INCENTIVE PLAN

Exhibit 10.22

GLOBAL PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENT
Unless otherwise defined herein, each term used in this Global Performance-Vested Restricted Stock Unit Award Agreement, including the performance
goals set forth in the Appendix A attached hereto, the general terms and conditions for all non-U.S. Participants and the additional terms and conditions for
certain countries, all as set forth in the Appendix B attached hereto (Appendices A and B, together with the Global Performance-Vested Restricted Stock
Unit Award Agreement, the “Award Agreement”) and defined in the Amkor Technology, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same
meaning as is given to such term in the Plan.

Participant Name:

You have been granted the right to receive an Award of Performance-Vested Restricted Stock Units, subject to the terms and conditions of the Plan

and this Award Agreement, as follows:

Grant Number                        

Date of Grant                        

Number of Restricted Stock Units Granted            

1.            Grant. The Company hereby grants to the individual named above (“Participant”) under the Plan as a separate incentive and not in lieu of any
salary or other compensation for the Participant’s services, an Award of Restricted Stock Units (the “Award”), subject to all of the terms and conditions in
this Award Agreement and the Plan, which is incorporated herein by reference. In the event of a conflict between the terms and conditions of the Plan and
the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.

2.    Vesting Schedule. Except as may be otherwise provided in Section 4 or Section 5 of this Award Agreement, the Award shall vest on the Determination
Date (as defined below) (a) if the Participant’s continuous status as a Service Provider has not terminated prior to the Determination Date and (b) to the
extent that one or both of the Performance Goals (as defined in Appendix A) have been attained and all the other conditions for the vesting of the Restricted
Stock Units have been satisfied, as determined on or prior to the Determination Date by the Administrator, whose good faith determination shall be final,
binding and conclusive on all persons, including, but not limited to, the Company and the Participant. The Determination Date shall be the date on which
the Administrator determines and certifies in writing that the corresponding Performance Goal(s) and all other conditions for the vesting of the Restricted
Stock Units have been satisfied, which date shall not be more than ninety (90) days after the last day of the Performance Period (“Determination Date”).

For the avoidance of doubt, unless otherwise set forth in Section 4 of this Award Agreement, employment or other service during only a portion of the
vesting period until the Determination Date shall not entitle the Participant to vest in a pro rata portion of the Restricted Stock Units scheduled to vest on
such date.

3.            Settlement. Subject to Sections 7 and 22 hereof, promptly following each applicable vesting date (including any accelerated vesting date under
Section 4), and in any event within forty-five (45) days thereof, the Company shall, in the Administrator’s sole discretion, either (i) pay to Participant an
amount in cash equal to the Fair Market Value of the Shares represented by the RSUs that vested as of the most recent vesting date, or (ii) (a) issue and
deliver to the Participant the number of Shares equal to the number of vested Restricted Stock Units and (b) enter the Participant’s name on the books of the
Company as the stockholder of record with respect to the Shares delivered to the Participant.

4.     Termination of Status as a Service Provider.

(a) Termination Due to Death or Disability. If the Participant’s termination as a Service Provider is due to death or Disability and such termination
occurs before the Determination Date, the Participant shall become vested at the time of the Determination Date in a number of Restricted Stock Units
equal  to  the  product  of  (i)  the  number  of  Restricted  Stock  Units  that  the  Participant  would  have  become  vested  in  accordance  with  Section  2  had  the
Participant’s  continuous  status  as  a  Service  Provider  had  continued  through  the  Determination  Date  and  (ii)  a  fraction,  the  numerator  of  which  is  the
number  of  days  during  the  Performance  Period  that  the  Participant  provided  services  as  a  Service  Provider  and  the  denominator  of  which  is  the  total
number of days in the Performance Period.

1

 
(b)  Termination  Due  to  Retirement.  If  the  Participant’s  termination  as  a  Service  Provider  is  due  to  Retirement  (as  defined  herein),  and  such
Retirement  occurs  before  the  Determination  Date,  the  Participant  shall  become  vested  at  the  time  of  the  Determination  Date  in  a  number  of  Restricted
Stock Units equal to the product of (i) the number of Restricted Stock Units that the Participant would have earned in accordance with Section 2 had the
Participant remained as a Service Provider through the end of the Performance Period and (ii) a fraction, the numerator of which is the number of days
during  the  Performance  Period  that  the  Participant  provided  services  as  a  Service  Provider  during  such  year  and  the  denominator  of  which  is  the  total
number of days in the Performance Period. Notwithstanding the preceding sentence, if such Retirement occurred within six (6) months following the Date
of Grant, all the Restricted Stock Units will be forfeited (with no consideration due the Participant), and Participant will have no further rights thereunder.
“Retirement” for purposes of this Award Agreement shall mean the Participant’s resignation from the Company (or the Subsidiary employing or retaining
Participant) on or after the date on which the sum of (i) the Participant’s age (rounded down to the nearest whole month) plus (ii) the number of years
(rounded  down  to  the  nearest  whole  month)  that  the  Participant  has  provided  services  as  a  Service  Provider  to  the  Company  equals  or  is  greater  than
seventy-five (75).

Notwithstanding  the  foregoing,  if  the  Company  receives  a  legal  opinion  that  there  has  been  a  legal  judgment  and/or  legal  development  in
Participant’s jurisdiction that likely would result in the favorable treatment that applies to the Restricted Stock Units when Participant’s status as a Service
Provider terminates as a result of Participant’s Retirement being deemed unlawful and/or discriminatory, the provisions of this Section 4(b) regarding the
treatment  of  the  Restricted  Stock  Units  when  Participant’s  status  as  a  Service  Provider  terminates  as  a  result  of  Participant’s  Retirement  will  not  be
applicable to Participant and the remaining provisions of this Award Agreement will govern.

(c) Change in Control. If a Change in Control occurs, the Award is assumed by the successor in connection with the Change in Control and the
Participant  either  (i)  remains  a  Service  Provider  through  the  Determination  Date  or  (ii)  the  Participant’s  continuous  status  as  a  Service  Provider  is
terminated prior to the Determination Date (A) by the Company (or the Subsidiary employing or retaining Participant) for any reason other than Cause or
(B) by the Participant for Good Reason, the Participant shall become vested at the time of the Determination Date in a number of Restricted Stock Units
equal to the greater of (i) the amount of Restricted Stock Units that the Participant would have received had the Performance Goal been attained at the
100% attainment level and (ii) the actual attainment level of the Performance Goal measured as of the time of the Change in Control. For purposes of this
Award Agreement, “Good Reason” shall mean: (i) a material reduction in the Participant’s authority, duties or responsibilities; (ii) a material reduction in
the Participant’s base salary or bonus opportunity (other than a general reduction in base salary that affects all similarly situated executives in substantially
the  same  proportions);  or  (iii)  any  material  breach  by  the  Company  of  any  material  provision  of  this  Agreement.  However,  Good  Reason  shall  not  be
deemed to exist unless (x) Participant shall have given written notice to the Company specifying in reasonable detail the circumstances that Participant
alleges  constitute  Good  Reason  within  thirty  (30)  calendar  days  of  learning  of  such  act  or  omission  and  (y)  the  Company  has  failed  to  cure  any  such
circumstances within thirty (30) calendar days of receipt of such written notice.

5.     Forfeiture upon Termination of Status as a Service Provider. Notwithstanding any contrary provision of this Award Agreement, but subject to the
vesting provisions set forth in this Award Agreement and Section 4 above, the balance of the Restricted Stock Units that have not vested at the time of
Participant’s termination as a Service Provider for any reason will be forfeited (with no consideration due to Participant) and automatically transferred to
and reacquired by the Company at no cost to the Company upon the date of such termination and Participant will have no further rights thereunder.

For  purposes  of  the  Restricted  Stock  Units,  Participant’s  status  as  a  Service  Provider  will  be  deemed  terminated  as  of  the  date  Participant  is  no  longer
actively providing services to the Company or one of its Subsidiaries (regardless of the reason for such termination and whether or not later found to be
invalid  or  in  breach  of  labor  laws  in  the  jurisdiction  where  Participant  is  providing  service  or  the  terms  of  Participant’s  employment  or  other  service
agreement, if any) and such date will not be extended by any notice period (e.g., Participant’s period of service would not include any contractual notice
period or any period of “garden leave” or similar period mandated under labor laws in the jurisdiction where the Participant is providing service or the
terms of Participant’s employment or other service agreement, if any). The Administrator shall have the exclusive discretion to determine when Participant
is no longer actively provides services for purposes of the Restricted Stock (including whether Participant may still be considered to be providing services
while on a leave of absence).

6.     Clawback. Notwithstanding any provision of this Award Agreement to the contrary, the Award is subject in all respects to the Amkor Technology, Inc.
Excess  Compensation  Recovery  Policy,  as  amended  from  time  to  time  (the  “Policy”).  In  the  event  of  an  “Accounting  Restatement”  (as  defined  in  the
Policy),  the  Award  (or  any  portion  thereof)  may  be  subject  to  recovery  by  the  Company  if  the  Award  (or  any  portion  thereof)  is  determined  to  be
“Erroneously Awarded Compensation” (as defined in the Policy). In addition, the Award is subject to recovery by the Company if the Company is required
to restate its financial statements resulting in the financial results being

2

 
reduced  such  that  the  Award  (or  any  portion  thereof)  would  not  have  been  paid,  if  the  Company  determines,  in  its  sole  discretion,  that  the  Participant
engaged in intentional misconduct or fraud that resulted in such restatement.

7.     Death of Participant. Notwithstanding any provision of this Award Agreement to the contrary, any distribution or delivery to be made to Participant
under this Award Agreement will, if Participant is then deceased, be made to the administrator or executor of Participant’s estate, Participant’s legal heirs
or, provided such designation has been permitted by the Company and/or is valid under Applicable Laws, Participant’s designated beneficiary. Any such
transferee must furnish the Company with (a) written notice of his or her status as transferee and (b) evidence satisfactory to the Company to establish the
validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

8.     Responsibility for Taxes.

(a) Participant acknowledges and agrees that, regardless of any action taken by the Company or, if different, the Subsidiary to which Participant is
providing services (the “Service Recipient”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account
or  other  tax-related  items  related  to  Participant’s  participation  in  the  Plan  and  legally  applicable  to  Participant  (“Tax-Related  Items”)  is  and  remains
Participant’s  responsibility  and  may  exceed  the  amount,  if  any,  actually  withheld  by  the  Company  or  the  Service  Recipient.  Participant  further
acknowledges  that  the  Company  and/or  the  Service  Recipient:  (i)  make  no  representations  or  undertakings  regarding  the  treatment  of  any  Tax-Related
Items  in  connection  with  any  aspect  of  the  Restricted  Stock  Units,  including,  but  not  limited  to,  the  grant  or  vesting  of  Restricted  Stock  Units,  or  the
subsequent sale of Shares acquired at vesting and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms
of the grant or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax
result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Service
Recipient (or former service recipient, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(b) Prior  to  the  relevant  taxable  or  tax  withholding  event,  as  applicable,  Participant  agrees  to  make  adequate  arrangements  satisfactory  to  the
Company and/or the Service Recipient to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Service Recipient, or
their respective agents, at their discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of
the following: (i) withholding from Participant’s salary, wages or other compensation payable to Participant by the Company and/or the Service Recipient;
(ii) withholding from proceeds of the sale of the Shares subject to the Restricted Stock Units either through a voluntary sale or through a mandatory sale
arranged by the Company (on Participant’s behalf pursuant to this authorization without further consent); (iii) withholding Shares subject to the Restricted
Stock Units; or (iv) any method determined by the Administrator to be in compliance with Applicable Laws. Notwithstanding the foregoing, if Participant
is subject to Section 16 of the Exchange Act at the time the withholding obligation for Tax-Related Items becomes due, the Administrator will satisfy any
applicable withholding obligation by directing the Company to withhold Shares subject to the Restricted Stock Units (except in the case of U.S. Federal
Insurance Contribution Act taxes or other Tax-Related Items which become payable in a year prior to the year in which the Shares are issued).

(c) The Company and/or the Service Recipient may withhold or account for Tax-Related Items by considering statutory withholding amounts or
other applicable withholding rates, including maximum rates applicable in Participant’s jurisdiction(s). In the event of over-withholding, Participant may
receive a refund of any over-withheld amount in cash (with no entitlement to the equivalent in Shares), or if not refunded, Participant may seek a refund
from local tax authorities. In the event of under-withholding, Participant may be required to pay any additional Tax-Related Items directly to the applicable
tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding Shares, for tax purposes,
Participant is deemed to have received the full number of Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares
is held back solely for the purpose of paying the Tax-Related Items.

Participant agrees to pay to the Company or the Service Recipient any amount of Tax-Related Items that the Company or the Service Recipient
may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.
The Company may refuse to issue or deliver the Shares or the proceeds of the sale of the Shares acquired upon vesting of the Restricted Stock Units, if
Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

9.         Rights as Stockholder.  Neither  Participant  nor  any  person  claiming  under  or  through  Participant  will  have  any  of  the  rights  or  privileges  of  a
stockholder of the Company in respect of any Shares deliverable hereunder unless and until the Restricted Stock Units have vested and are settled by the
issuance  of  Shares  in  accordance  with  Section  3,  the  Share  issuance  is  recorded  on  the  records  of  the  Company  or  its  transfer  agents  or  registrars,  and
certificates representing such Shares have been issued (if the Shares are certificated or evidence of book entry if the Shares are

3

 
not  certificated)  and  delivered  to  Participant.  After  such  vesting,  settlement,  issuance,  recordation  and  delivery,  Participant  will  have  all  the  rights  of  a
stockholder of the Company with respect to such Shares for which such conditions are met, including voting and receipt of dividends and distributions on
such Shares. The Participant shall not be entitled to any Dividend Equivalents with respect to the Restricted Stock Units to reflect any dividends payable on
Shares.

10.                No  Guarantee  of  Continued  Service.  PARTICIPANT  ACKNOWLEDGES  AND  AGREES  THAT  THE  VESTING  OF  THE  RESTRICTED
STOCK UNITS PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AND
NOT  THROUGH  THE  ACT  OF  BEING  HIRED,  BEING  GRANTED  THESE  RESTRICTED  STOCK  UNITS  OR  ACQUIRING  SHARES
HEREUNDER.  PARTICIPANT  FURTHER  ACKNOWLEDGES  AND  AGREES  THAT  THIS  AWARD  AGREEMENT,  THE  TRANSACTIONS
CONTEMPLATED  HEREUNDER  AND  THE  VESTING  AND  SETTLEMENT  SCHEDULE  SET  FORTH  HEREIN  DO  NOT  CONSTITUTE  AN
EXPRESS  OR  IMPLIED  PROMISE  OF  CONTINUED  ENGAGEMENT  AS  A  SERVICE  PROVIDER  FOR  THE  VESTING  PERIOD,  FOR  ANY
PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY OR THE
SERVICE RECIPIENT, AS APPLICABLE. TO TERMINATE PARTICIPANT’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH
OR WITHOUT CAUSE.

11.        Appendix B. For Participants outside the United States, the Restricted Stock Units shall be subject to the general terms and conditions for all non-
U.S.  Participants  and  the  additional  terms  and  conditions  for  certain  countries  set  forth  in  the  Appendix  B  attached  hereto.  Moreover,  if  Participant
relocates from the U.S. to one of the countries included in the Appendix B or if Participant relocates between countries included in the Appendix B during
the vesting period of the Restricted Stock Units, the general terms and conditions for non-U.S. Participants and the additional terms and conditions for such
country shall apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal
or administrative reasons. The Appendix B constitutes part of this Award Agreement.

12.    No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations
regarding participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant acknowledges that he or she should consult with
his or her own personal tax, legal and financial advisors regarding participation in the Plan before taking any action related to the Restricted Stock Units.

13.         Address for Notices. Any notice to be given to the Company under the terms of this Award Agreement will be addressed to the Company, in care
of its General Counsel at Amkor Technology, Inc., 2045 East Innovation Circle, Tempe, AZ 85284, or at such other address as the Company may hereafter
designate in writing.

14.            Waivers. Participant acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be
construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by Participant or any other participants.

15.            Grant is Not Transferable. Except to the limited extent provided in Section 6, the unvested Restricted Stock Units subject to this grant and the
rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and
will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of
any  unvested  Restricted  Stock  Units  subject  to  this  grant,  or  any  right  or  privilege  conferred  hereby,  or  upon  any  attempted  sale  under  any  execution,
attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

16.            Binding Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon
and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto (provided that neither the Restricted Stock
Units nor this Award Agreement may be assigned by Participant).

17.         Additional Conditions. The Company will not be required to issue any certificate or certificates (or evidence of book entry) for Shares hereunder
prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which such class of stock is then
listed; (b) the completion of any registration or other qualification of such Shares under any Applicable Laws or under the rulings or regulations of the U.S.
Securities  and  Exchange  Commission  or  any  other  U.S.  or  non-U.S.  governmental  regulatory  body,  which  the  Administrator,  in  its  absolute  discretion,
deems  necessary  or  advisable;  (c)  the  obtaining  of  any  approval  or  other  clearance  from  any  U.S.  or  non-U.S.  governmental  agency,  which  the
Administrator, in its absolute discretion, determines to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of
grant of the Restricted Stock Units as the Administrator may establish from time to time for reasons of administrative convenience. Participant understands
that the Company is under no obligation to register or qualify

4

 
the  Shares  subject  to  the  Restricted  Stock  Units  with  any  U.S.  state  or  non-U.S.  securities  commission  or  to  seek  approval  or  clearance  from  any
governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the Company shall have unilateral authority to amend the Plan
and this Award Agreement without Participant’s consent to the extent necessary to comply with Applicable Laws. In addition, Participant acknowledges
and agrees that the Award is subject to all legal requirements and stock exchange listing rules as currently in effect and as revised from time to time.

18.            Administrator Authority.  The  Administrator  has  the  power  to  interpret  the  Plan  and  this  Award  Agreement  and  to  adopt  such  rules  for  the
administration, interpretation and application of the Plan and this Award Agreement as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and
determinations  made  by  the  Administrator  in  good  faith  will  be  final  and  binding  upon  Participant,  the  Company  and  all  other  interested  persons.  No
member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this
Award Agreement.

19.            Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Stock
Units or the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive
such  documents  by  electronic  delivery  and  agrees  to  participate  in  the  Plan  through  any  on-line  or  electronic  system  established  and  maintained  by  the
Company or a third party designated by the Company.

20.                Captions.  Captions  provided  herein  are  for  convenience  only  and  are  not  to  serve  as  a  basis  for  interpretation  or  construction  of  this  Award
Agreement.

21.        Agreement Severable. In the event that any provision in this Award Agreement is held invalid or unenforceable, such provision will be severable
from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement.

22.        Modifications to the Award Agreement. The Plan and this Award Agreement constitute the entire understanding of the parties on the subjects
covered  herein.  Participant  expressly  warrants  that  he  or  she  is  not  accepting  this  Award  Agreement  in  reliance  on  any  promises,  representations,  or
inducements other than those contained herein. Except as otherwise provided herein or in the Plan, modifications to this Award Agreement can be made
only in an express written contract executed by Participant and a duly authorized officer of the Company.

23.        Code Section 409A. The Award Agreement is intended to comply with, or be exempt from, Code Section 409A and all regulations, guidance,
compliance  programs  and  other  interpretative  authority  thereunder,  and  shall  be  interpreted  in  a  manner  consistent  therewith.  Notwithstanding  anything
contained herein to the contrary, in the event the Award Agreement is subject to Code Section 409A, the Company may, in its sole discretion and without
Participant’s prior consent, amend the Plan and/or the Award Agreement, adopt policies and procedures, or take any other actions as deemed appropriate by
the Company to (i) exempt the Plan and/or the Award Agreement from the application of Code Section 409A, (ii) preserve the intended tax treatment of the
Award Agreement or (iii) comply with the requirements of Code Section 409A. Notwithstanding anything contained herein to the contrary, in no event
shall  the  Company  or  any  Subsidiary  have  any  liability  or  obligation  to  any  Participant  or  any  other  person  in  the  event  that  the  Plan  or  the  Award
Agreement is not exempt from, or compliant with, Code Section 409A.

Furthermore, notwithstanding anything in this Award Agreement to the contrary, any Restricted Stock Units that become vested under this Agreement
as  of  the  date  or  at  a  time  that  is  by  reference  to  Participant’s  termination  as  a  Service  Provider  and  that  constitute  an  item  of  non-qualified  deferred
compensation subject to Code Section 409A shall not be settled unless Participant experiences a “separation from service” within the meaning of Code
Section 409A (a “Separation from Service”); provided that if Participant is a “specified employee” within the meaning of Code Section 409A as of the date
of  the  Separation  from  Service  (as  determined  according  to  the  methodology  established  by  the  Company  as  in  effect  on  the  date  of  Participant’s
termination as a Service Provider), the Restricted Stock Units shall instead be settled on the first business day that is after the earlier of (i) the date that is
six months following the date of the Separation from Service or (ii) the date of Participant’s death, to the extent such delayed payment is otherwise required
in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.

24.        Effect of Plan. By accepting the Restricted Stock Units, Participant expressly warrants that he or she has received an Award of Restricted Stock
Units under the Plan, and has received, read and understands the Plan. Participant understands that the Plan is discretionary in nature and may be amended,
suspended or terminated by the Company at any time, to the extent permitted by the Plan.

25.        Governing Law; Venue. This Award Agreement will be governed by the laws of the State of Delaware, without giving effect to the conflict of law
principles thereof. For purposes of litigating any dispute that arises under

5

 
this Award or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Arizona and agree that such
litigation  will  be  conducted  solely  in  the  courts  of  Maricopa  County,  Arizona,  or  the  federal  courts  for  the  United  States  for  the  District  of  Arizona  in
Maricopa County, Arizona, and no other courts.

26.        Insider Trading Restrictions/Market Abuse Laws. By accepting the Restricted Stock Units, Participant acknowledges that he or she is bound by all
the terms and conditions of the Company’s insider trading policy as may be in effect from time to time. Participant further acknowledges that, depending on
Participant’s  or  his  or  her  broker’s  country  or  the  country  in  which  the  Shares  are  listed,  he  or  she  may  be  subject  to  insider  trading  restrictions  and/or
market abuse laws which may affect Participant’s ability to accept, acquire, sell or otherwise dispose of Shares, rights to Shares, or rights linked to the
value of Shares during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable
jurisdictions).  Local  insider  trading  laws  and  regulations  may  prohibit  the  cancellation  or  amendment  of  orders  Participant  placed  before  Participant
possessed inside information. Furthermore, Participant could be prohibited from (i) disclosing the inside information to any third party, which may include
fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are
separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time.
Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant should speak to his or her personal
advisor on this matter.

27.    Agreement. Participant’s acceptance of the Restricted Stock Units by signing below or by otherwise accepting the Restricted Stock Units following
such procedures as established by the Company (including an online acceptance process) constitute Participant’s agreement to be bound by the terms and
conditions of this Award Agreement and the Plan. The Company may refuse to allow Participant to vest in the Restricted Stock Units unless Participant has
signed this Award Agreement or otherwise accepted the Restricted Stock Units following such procedures as established by the Company (including an
online acceptance process).

PARTICIPANT    AMKOR TECHNOLOGY, INC.

Signature: __________________________    By: ________________________________

Print Name:    Title: 

Address:     

6

 
 
 
APPENDIX B TO 
AMKOR TECHNOLOGY, INC. 
2021 EQUITY INCENTIVE PLAN 
GLOBAL PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARD AGREEMENT

Capitalized  terms  used  but  not  defined  in  this  Appendix  B  shall  have  the  same  meanings  assigned  to  them  in  the  Plan  and/or  the  Global

Performance-Vested Restricted Stock Unit Award Agreement.

Terms and Conditions

This Appendix B includes general terms and conditions for all non-U.S. Participants and additional terms and conditions that govern the Restricted
Stock Units if Participant works and/or resides in one of the countries listed below. If Participant is a citizen or resident of a country other than the one in
which  Participant  is  currently  working  and/or  residing  (or  is  considered  as  such  for  local  law  purposes),  or  if  Participant  transfers  employment  and/or
residency to a different country after the Restricted Stock Units are granted, the Company will, in its discretion, determine the extent to which the terms and
conditions contained herein will apply to Participant.

Notifications

This  Appendix  B  also  includes  information  regarding  certain  other  issues  of  which  Participant  should  be  aware  with  respect  to
Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective
countries as of March 2021. Such laws are often complex and change frequently. As a result, Participant should not rely on the information
noted herein as the only source of information relating to the consequences of participation in the Plan because the information may be out-
of-date at the time the Restricted Stock Units vest or Participant sells any Shares acquired under the Plan.

In  addition,  the  information  contained  herein  is  general  in  nature  and  may  not  apply  to  Participant’s  particular  situation.  As  a  result,  the
Company is not in a position to assure Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how
the relevant laws in Participant’s country may apply to Participant’s individual situation.

If Participant is a citizen or resident of a country other than the one in which Participant is currently working and/or residing (or is considered as
such for local law purposes), or if Participant transfers employment and/or residency to a different country after the Restricted Stock Units are granted,
the information contained in this Appendix B may not be applicable to Participant in the same manner.

7

 
GENERAL TERMS AND CONDITIONS APPLICABLE TO ALL NON-U.S. PARTICIPANTS

1.     Data Privacy Information and Consent.

(a)

Data  Collection  and  Usage.  The  Company  and  the  Service  Recipient  collect,  process  and  use  certain  personal  information  about
Participant,  including,  but  not  limited  to,  Participant’s  name,  home  address,  telephone  number,  email  address,  date  of  birth,  social  insurance  number,
passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all awards granted under the
Plan  or  any  other  entitlement  to  shares  awarded,  canceled,  exercised,  vested,  unvested  or  outstanding  in  Participant’s  favor  (“Data”),  for  purposes  of
implementing, administering and managing the Plan. The legal basis, where required, for the processing of Data is Participant’s consent.

(b)

Stock Plan Administration Service Providers. The Company transfers Data to E*TRADE Financial Corporate Services, Inc. and certain
of its affiliates (“E*TRADE)”, an independent service provider which is assisting the Company with the implementation, administration and management
of  the  Plan.  The  Company  may  select  a  different  service  provider  or  additional  service  providers  and  share  Data  with  such  other  provider  serving  in  a
similar manner. Participant may be asked to agree on separate terms and data processing practices with E*TRADE and such other service providers, with
such agreement being a condition to the ability to participate in the Plan.

(c)

International Data Transfers. The Company and E*TRADE are based in the U.S., which means that it will be necessary for Data to be
transferred  to,  and  processed  in,  the  U.S.  Participant’s  country  or  jurisdiction  may  have  different  data  privacy  laws  and  protections  than  the  U.S.  The
Company’s legal basis for the transfer of Data, where required, is Participant’s consent.

(d)

Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Participant’s
participation in the Plan, or as required to comply with legal or regulatory obligations, including under tax, exchange control, labor and securities laws.
This period may extend beyond the Participant’s period as a Service Provider. When the Company and/or the Service Recipient no longer need Data for any
of  the  above  purposes,  they  will  cease  processing  it  in  this  context  and  remove  it  from  all  of  their  systems  used  for  such  purposes  to  the  fullest  extent
practicable.

(e)

Voluntariness and Consequences of Consent Denial or Withdrawal. Participation in the Plan is voluntary and Participant is providing the
consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, Participant’s salary
from  or  employment  or  service  with  the  Service  Recipient  will  not  be  affected;  the  only  consequence  of  refusing  or  withdrawing  consent  is  that  the
Company would not be able to grant the Restricted Stock Units or other equity awards to Participant under the Plan or administer or maintain such awards.

(f)

Data Subject Rights.  Participant  may  have  a  number  of  rights  under  data  privacy  laws  in  his  or  her  jurisdiction.  Depending  on  where
Participant is based, such rights may include the right to (i) request access to or copies of Data the Company processes, (ii) rectify incorrect Data, (iii)
delete  Data,  (iv)  restrict  the  processing  of  Data,  (v)  restrict  the  portability  of  Data,  (vi)  lodge  complaints  with  competent  authorities  in  Participant’s
jurisdiction, and/or (vii) receive a list with the names and addresses of any potential recipients of Data. To receive clarification regarding these rights or to
exercise these rights, Participant can contact his or her local human resources representative.

(g)

Other  Legal  Basis  and  Additional  Consent.  Participant  understands  that  the  Company  may  rely  on  a  different  legal  basis  for  the
collection, processing or transfer of Data in the future and/or request Participant to provide another data privacy consent. If applicable, upon request of the
Company  or  the  Service  Recipient,  Participant  will  provide  a  separate  executed  data  privacy  agreement  (or  any  other  agreements  or  consents)  that  the
Company and/or the Service Recipient may deem necessary to obtain from Participant for the purpose of administering his or her participation in the Plan
in compliance with the data privacy laws in Participant’s country, either now or in the future. Participant understands and agrees that Participant will not be
able to participate in the Plan if Participant fails to provide any such agreement requested by the Company and/or the Service Recipient.

8

 
2.     Nature of Grant. By accepting the Restricted Stock Units, Participant acknowledges, understands, and agrees that:

(a)

the  grant  of  the  Restricted  Stock  Units  is  exceptional,  voluntary  and  occasional  and  does  not  create  any  contractual  or  other  right  to

receive future grants of restricted stock units, or benefits in lieu of restricted stock units, even if restricted stock units have been granted in the past;

(b)

(c)

all decisions with respect to future restricted stock unit or other grants, if any, will be at the sole discretion of the Company;

Participant is voluntarily participating in the Plan;

(d)

the Restricted Stock Units and any Shares subject to the Restricted Stock Units, and the income from and value of same, are not intended

to replace any pension rights or compensation;

(e)

unless  otherwise  agreed  with  the  Company,  the  Restricted  Stock  Units  and  the  Shares  subject  to  the  Restricted  Stock  Units,  and  the
income  from  and  value  of  same,  are  not  granted  as  consideration  for,  or  in  connection  with,  the  service  Participant  may  provide  as  a  director  of  a
Subsidiary;

(f)

the Restricted Stock Units and any Shares subject to the Restricted Stock Units, and the income from and value of same, are not part of
normal  or  expected  compensation  for  any  purpose,  including,  without  limitation  to,  calculating  any  severance,  resignation,  termination,  redundancy,
dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar mandatory

payments;

(g)

the future value of the Shares underlying the Restricted Stock Units is unknown, indeterminable, and cannot be predicted with certainty;

(h)

no  claim  or  entitlement  to  compensation  or  damages  shall  arise  from  forfeiture  of  the  Restricted  Stock  Units  resulting  from  the
termination of Participant’s status as a Service Provider (for any reason whatsoever, whether or not later found to be invalid or in breach of labor laws in
the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or other service agreement, if any);

(i)

unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this
Award Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor
to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and

(j)

neither the Company, the Service Recipient nor any other Subsidiary shall be liable for any foreign exchange rate fluctuation between
Participant’s local currency and the U.S. dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the
Restricted Stock or the subsequent sale of any Shares subject to the Restricted Stock Units.

3.     Language. Participant acknowledges that he or she is sufficiently proficient in English or has consulted with an advisor who is sufficiently proficient
in English, so as to allow Participant to understand the terms and conditions of this Award Agreement. If Participant has received this Award Agreement, or
any other documents related to the Restricted Stock Units and/or the Plan translated into a language other than English and if the meaning of the translated
version is different than the English version, the English version will control.

4.     Foreign Asset/Account, Exchange Control and Tax Reporting. Participant may be subject to foreign asset/account, exchange control, tax reporting or
other  requirements  which  may  affect  Participant’s  ability  acquire  or  hold  Restricted  Stock  Units,  Shares  or  cash  received  from  participating  in  the  Plan
(including dividends and the proceeds arising from the sale of Shares) in a brokerage/bank account outside Participant’s country. The applicable laws of
Participant’s country may require that he or she report such Restricted Stock Units, Shares, accounts, assets or transactions to the applicable authorities in
such  country  and/or  repatriate  funds  received  in  connection  with  the  Plan  to  Participant’s  country  within  a  certain  time  period  or  according  to  certain
procedures. Participant acknowledges that he or she is responsible for ensuring compliance with any applicable requirements and should consult his or her
personal legal advisor to ensure compliance with Applicable Laws.

9

 
ADDITIONAL TERMS AND CONDITIONS FOR CERTAIN COUNTRIES

KOREA

Notifications

Foreign Asset/Account Reporting Information. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage
accounts) to the Korean tax authorities and file a report with respect to such accounts if the monthly balance of such accounts exceeds KRW 500 million
(or an equivalent amount in foreign currency) on any month-end during a calendar year. Participant should consult with his or her personal tax advisor to
determine his or her personal reporting obligations.

SINGAPORE

Terms and Conditions

Restriction on Sale of Shares. The Restricted Stock Units are subject to section 257 of the Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”)
and Participant will not be able to make any subsequent offer to sell or sale of the Shares in Singapore, unless such offer or sale is made (1) after six (6)
months from the Date of Grant, (2) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA or (3)
pursuant to, and in accordance with, the conditions of any other applicable exemptions under the SFA.

Notifications

Securities Law Information. The offer of the Plan, the grant of the Restricted Stock Units, and the issuance of the Shares subject to the Restricted Stock
Units are being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the SFA. The Plan has not been lodged or registered as a
prospectus with the Monetary Authority of Singapore.

Director Notification.  Participant  understands  and  acknowledges  that  if  Participant  is  a  director,  associate  director  or  shadow  director  of  a  Singapore
Subsidiary,  Participant  is  subject  to  certain  notification  requirements  under  the  Singapore  Companies  Act,  regardless  of  whether  Participant  is  a
Singapore resident or providing services in Singapore. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when
Participant  receives  an  interest  (e.g.,  Restricted  Stock  Units)  in  the  Company.  In  addition,  Participant  must  notify  the  Singapore  Subsidiary  when
Participant sells Shares (including when Participant sells Shares acquired under the Plan). These notifications must be made within two days of acquiring
or  disposing  of  any  interest  in  the  Company.  In  addition,  a  notification  must  be  made  of  Participant’s  interests  in  the  Company  within  two  days  of
becoming a director, associate director or shadow director.

10

 
Subsidiary

Jurisdiction of Organization

AMKOR TECHNOLOGY, INC.

LIST OF SUBSIDIARIES

Exhibit 21.1

Amkor Advanced Technology Taiwan, Inc. 
Amkor Assembly & Test (Shanghai) Co., Ltd. 
Amkor Technology Arizona, Inc.
Amkor Technology Euroservices, S.A.S.
Amkor Technology Germany GmbH
Amkor Technology Japan, Inc.
Amkor Technology Korea, Inc. 
Amkor Technology Limited
Amkor Technology Malaysia Sdn. Bhd.
Amkor Technology Philippines, Inc. (A Branch of a Singapore Company)
Amkor Technology Singapore Investment Pte. Ltd. 
Amkor Technology Singapore Holding Pte. Ltd.
Amkor Technology Singapore Holding Pte. Ltd., Taiwan Branch (A Branch of a Singapore Company)
Amkor Technology Taiwan Ltd. 
Amkor Technology Vietnam Limited Liability Company
Amkor Worldwide Services LLC
Amkor Worldwide Services LLC - ROHQ (A Branch of a United States Company)
ATEP - Amkor Technology Portugal, S.A.
Guardian Assets, Inc. 

Taiwan
China
Arizona
France
Germany
Japan
Korea
Cayman Islands
Malaysia
Philippines
Singapore
Singapore
Taiwan
Taiwan
Vietnam
Delaware
Philippines
Portugal
Delaware

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-149376 and 333-256241) and Form S-3 (No.
333-255655) of Amkor Technology, Inc. of our report dated February 16, 2024 relating to the financial statements, financial statement schedule and the
effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

Exhibit 23.1

/s/  PricewaterhouseCoopers LLP
Phoenix, Arizona
February 16, 2024

SECTION 302(a) CERTIFICATION

Exhibit 31.1

I, Guillaume Marie Jean Rutten, certify that:

1. I have reviewed this annual report on Form 10-K 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 control

over financial reporting.

/s/  Guillaume Marie Jean Rutten

By:

Title: 

Date:

Guillaume Marie Jean Rutten

President and Chief Executive Officer

February 16, 2024

 
 
 
 
 
 
 
 
 
 
 
 
 
SECTION 302(a) CERTIFICATION

Exhibit 31.2

I, Megan Faust, certify that:

1. I have reviewed this annual report on Form 10-K 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 control

over financial reporting.

/s/ Megan Faust

By:

Megan Faust

Title: 

Executive Vice President,

Chief Financial Officer and Treasurer

Date: 

February 16, 2024

 
 
 
 
 
 
 
 
 
 
 
 
 
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

Exhibit 32.1

For purposes of Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002,  each  of  the  undersigned  officers  of  Amkor  Technology,  Inc.,  a  Delaware  corporation  (the  “Company”),  does  hereby  certify,  to  such  officer’s
knowledge,  that  the  Company’s  Annual  Report  on  Form  10-K  for  the  year  ended  December  31,  2023  (the  “Form  10-K”)  fully  complies  with  the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and that the information contained in the Form
10-K fairly presents in all material respects the financial condition and results of operations of the Company.

/s/  Guillaume Marie Jean Rutten

By:

Title: 

Date:

Guillaume Marie Jean Rutten

President and Chief Executive Officer

February 16, 2024

/s/ Megan Faust

By:

Megan Faust

Title: 

Executive Vice President,

Chief Financial Officer and Treasurer

Date: 

February 16, 2024

 
 
 
AMKOR TECHNOLOGY, INC.

EXCESS COMPENSATION RECOVERY POLICY

(Adopted on November 15, 2023)

Exhibit 97.1

1.    POLICY PURPOSE

The  Board  of  Directors  (the  “Board  of  Directors”)  of  Amkor  Technology,  Inc.  (the  “Company”)  has  established  this  Excess  Compensation
Recovery  Policy  (the  “Policy”)  to  provide  for  the  recovery  of  certain  incentive  compensation  in  the  event  of  an  Accounting  Restatement  (as
defined below).

This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”), and Listing Rule 5608 of The Nasdaq Stock
Market LLC (“Nasdaq”) Listing Rules (the “Listing Rules”).

2.     SCOPE

    a.     Incentive-Based Compensation.

This Policy applies to Incentive-Based Compensation (as defined below) received by a person:

i. After beginning service as an Executive Officer (as defined below);

ii. Who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation;

iii. While the Company has a class of securities listed on a national securities exchange or a national securities association; and

iv. During the Applicable Period (as defined below).

    b.    Erroneously Awarded Compensation.

i. The  Incentive-Based  Compensation  subject  to  recovery  under  this  Policy  is  the  amount  of  Incentive-Based  Compensation  received  by  an
Executive  Officer  that  exceeds  the  amount  of  Incentive-Based  Compensation  that  otherwise  would  have  been  received  by  such  Executive
Officer had such Incentive-Based Compensation been determined based on the restated amounts in the Accounting Restatement, computed
without regard to any taxes paid by such Executive Officer (“Erroneously Awarded Compensation”).

ii. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation

is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement:

(A)

(B)

The  amount  of  Erroneously  Awarded  Compensation  will  be  based  on  the  Company’s  reasonable  estimate  of  the  effect  of  the
Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received;
and

The  Company  will  maintain  documentation  of  the  determination  of  such  reasonable  estimate  and  provide  such  documentation  to
Nasdaq.

3.     STATEMENT OF POLICY

1

 
    a.     Required Recovery.

In the event that the Company is required to prepare an Accounting Restatement, the Company will reasonably promptly recover the amount of
Erroneously Awarded Compensation received by any Executive Officer during the Applicable Period.

    b.     Exception to Required Recovery.

The  Company  is  not  required  to  recover  Erroneously  Awarded  Compensation  if  the  Compensation  Committee  (or,  in  the  absence  of  such  a
committee,  a  majority  of  the  Independent  Directors  (as  such  term  is  defined  in  the  Listing  Rules)  of  the  Board  of  Directors)  determines  that
recovery would be impracticable for one of the three following reasons:

i. Expense of Enforcement. The direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered.
Before  concluding  that  it  would  be  impracticable  to  recover  any  amount  of  Erroneously  Awarded  Compensation  based  on  expense  of
enforcement, the Company must make a reasonable attempt to recover such Erroneously Awarded Compensation, document such reasonable
attempt and provide documentation related such reasonable attempt to Nasdaq.

ii. Violation of Home Country Law. Recovery would violate home country law where that law was adopted prior to November 28, 2022. Before
concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country
law, the Company must obtain an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and
provide such opinion to Nasdaq.

iii. Tax-qualified  Retirement  Plan  Failure.  Recovery  would  likely  cause  an  otherwise  tax-qualified  retirement  plan,  under  which  benefits  are
broadly  available  to  Company  employees,  to  fail  to  meet  the  requirements  of  26  U.S.C.  401(a)(13)  or  26  U.S.C.  411(a)  and  regulations
thereunder.

4.    RECOUPMENT

The Administrator (as defined below) shall determine, in its sole discretion, the timing and method for promptly recouping Erroneously Awarded
Compensation hereunder, which may include, without limitation:

i.

ii.

seeking reimbursement of all or part of any cash or equity-based award;

cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid;

iii. cancelling or offsetting against any planned future cash or equity-based awards;

iv.

forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the
regulations promulgated thereunder; and

v.

any other method authorized by applicable law or contract.

Subject to compliance with any applicable law, the Administrator may effect recovery under this Policy from any amount otherwise payable to an
Executive Officer, including amounts payable to such individual under any otherwise applicable Company plan or program, including base salary,
bonuses, commissions or compensation previously deferred by such Executive Officer.

This Policy shall be applied to the fullest extent of the law and Listing Rules. Any right of recoupment under this Policy is in addition to, and not
in lieu of, any other remedies or rights of recoupment that may be available to the Company or any of its subsidiaries under applicable law or
pursuant to the terms of any similar policy of the Company or any of its subsidiaries or the terms of any employment agreement, equity award
agreement, or similar agreement with the Company or any of its subsidiaries and any other legal remedies available to the Company or any of its
subsidiaries. Nothing contained in this Policy, and no recoupment or recovery as contemplated by this Policy, shall limit any claims, damages, or
other legal remedies the Company or any of its subsidiaries may have against an Executive Officer arising out of or resulting from any actions or
omissions by the Executive Officer.

2

 
5.    INDEMNIFICATION

    a.     No Indemnification of Executive Officers.

The  Company  shall  not  indemnify  any  Executive  Officer  against  the  loss  of  Erroneously  Awarded  Compensation,  including  any  payment  or
reimbursement for the cost of third-party insurance purchased by any Executive Officer to fund potential clawback obligations under this Policy.

    b.     Indemnification of Administrator.

The members of the Administrator, and any other members of the Board of Directors who assist in the administration of this Policy, shall not be
personally liable for any action, determination, or interpretation made with respect to this Policy and shall be fully indemnified by the Company to
the  fullest  extent  under  applicable  law  and  Company  policy  with  respect  to  any  such  action,  determination,  or  interpretation.  The  foregoing
sentence shall not limit any other rights to indemnification of the members of the Board of Directors under applicable law or Company policy.

6.    DEFINITIONS

    a.    Accounting Restatement.

“Accounting  Restatement”  means  an  accounting  restatement  of  the  Company’s  financial  statements  due  to  material  noncompliance  with  any
financial reporting requirement under the securities laws of the United States of America, including any required accounting restatement to correct
an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material
misstatement if the error were corrected in the current period or left uncorrected in the current period.

    b.    Applicable Period.

“Applicable  Period”  means  the  three  completed  fiscal  years  immediately  preceding  the  date  on  which  the  Company  is  required  to  prepare  an
Accounting  Restatement,  as  well  as  any  transition  period  (that  results  from  a  change  in  the  Company’s  fiscal  year)  within  or  immediately
following  those  three  completed  fiscal  years  (except  that  a  transition  period  that  comprises  a  period  of  at  least  nine  months  shall  count  as  a
completed fiscal year). The “date on which the Company is required to prepare an Accounting Restatement” is the earlier to occur of (i) the date
the Board of Directors, a committee of the Board of Directors, or the officer or officers authorized to take such action if action by the Board of
Directors is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement or
(ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement, in each case regardless
of if or when the restated financial statements are filed.

    c.    Executive Officer.

For the purposes of this Policy, the term “Executive Officer” means (i) the Company’s president, principal financial officer, principal accounting
officer  (or  if  there  is  no  such  accounting  officer,  the  controller)  of  the  Company,  any  vice-president  of  the  Company  in  charge  of  a  principal
business unit, division, or function (such as sales, administration, or finance), any other officer of the Company who performs a policy-making
function  and  any  other  person  (including  executive  officers  of  a  parent  or  subsidiary  of  the  Company)  who  performs  similar  policy-making
functions  for  the  Company  and  (ii)  any  person  who  used  to  be  such  a  person  referred  to  in  clause  (i),  in  the  case  of  clauses  (i)  and  (ii)  as
determined by the Administrator in accordance with the definition of “executive officer” set forth in Rule 10D-1 and the Listing Rule 5608.

    d.    Financial Reporting Measures.

3

 
Financial Reporting Measures are measures that are determined and presented in accordance with the accounting principles used in preparing the
Company’s financial statements and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return
are  also  examples  of  Financial  Reporting  Measures.  A  Financial  Reporting  Measure  need  not  be  presented  within  the  financial  statements  or
included in a filing with the Securities and Exchange Commission.

    e.    Incentive-Based Compensation.

Incentive-Based Compensation is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial
Reporting Measure.

    f.    Received.

Incentive-Based Compensation is deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the
Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that
fiscal period.

7.     ADMINISTRATION

This  Policy  shall  be  administered  by  the  Compensation  Committee  of  the  Board  of  Directors  (the  “Administrator”).  The  Administrator  is
authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this
Policy. Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform with respect
to each individual covered by the Policy. In the administration of this Policy, the Administrator is authorized and directed to consult with the full
Board of Directors or such other committees of the Board of Directors as necessary or appropriate as to matters within the scope of such other
committee’s responsibility and authority. Subject to any limitation of applicable law, the Administrator may authorize and empower any officer or
employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with
respect to any recovery under this Policy involving such officer or employee).

8.    DISCLOSURE

The Company shall file all disclosures with respect to this Policy in accordance with the requirement of the federal securities laws.

9.    EFFECTIVE DATE

The terms of this Policy shall apply to any Incentive-Based Compensation that is received by Executive Officers on or after October 2, 2023 (the
“Effective  Date”),  even  if  such  Incentive-Based  Compensation  was  approved,  awarded,  or  granted  to  Executive  Officers  prior  to  the  Effective
Date.

10.    AMENDMENT

The Board of Directors may amend, modify, supplement, rescind or replace all or any portion of this Policy at any time and from time to time in
its discretion and shall amend this Policy as it deems necessary to comply with applicable law or any rules or standards adopted by a national
securities exchange on which the Company’s securities are listed.

11.    SUCCESSORS

This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, heirs, executors, administrators or other legal
representative.

4

 
12.    ACKNOWLEDGEMENT

Each Executive Officer shall sign and return to the Company, within 30 calendar days following the later of (i) November 15, 2023 or (ii) the date
the individual becomes an Executive Officer, the Acknowledgement Form attached hereto as Exhibit A, pursuant to which the Executive Officer
agrees to be bound by, and to comply with, the terms and conditions of this Policy.

13.    GOVERNING LAW; VENUE

This Policy and all rights and obligations hereunder are governed by and construed in accordance with the internal laws of the State of Arizona,
excluding any choice of law rules or principles that may direct the application of the laws of another jurisdiction. All actions arising out of or
relating to this Policy shall be heard and determined exclusively in a federal or state court of competent jurisdiction in Maricopa County in the
State of Arizona.

5

 
EXHIBIT A

AMKOR TECHNOLOGY, INC.
EXCESS COMPENSATION RECOVERY POLICY

ACKNOWLEDGEMENT FORM

By  signing  below,  the  undersigned  acknowledges  and  confirms  that  the  undersigned  has  received  and  reviewed  a  copy  of  the  Amkor  Technology,  Inc.
Excess  Compensation  Recovery  Policy.  Any  capitalized  terms  used  in  this  Acknowledgment  without  definition  shall  have  the  meaning  set  forth  in  the
Policy.

By signing this Acknowledgement Form, the undersigned acknowledges and agrees that, for good and valuable consideration (the receipt and sufficiency of
which the undersigned also acknowledges), notwithstanding anything to the contrary in any agreement between the Company or any of its subsidiaries and
the  undersigned  (or  any  compensatory  plan  or  program  of  the  Company  or  any  of  its  subsidiaries  in  which  the  undersigned  participates)  now  or  in  the
future, the undersigned: (1) is and will continue to be subject to the Policy both during and after the undersigned’s employment with the Company or any of
its subsidiaries, with respect to Incentive-Based Compensation that is received by the undersigned on or after the Effective Date, even if such Incentive-
Based Compensation was approved, awarded, or granted to the undersigned prior to the Effective Date; (2) will abide by the terms of the Policy, including,
without limitation, by returning any Erroneously Awarded Compensation to the Company to the extent required by, and in a manner consistent with, the
Policy; and (3) pursuant to Section 5(a) of the Policy, will not be indemnified by the Company for the loss of any Erroneously Awarded Compensation.

EXECUTIVE OFFICER

 Signature

 Print Name

 Date

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