Common use of REPORT OF INDEPENDENT ACCOUNTANTS Clause in Contracts

REPORT OF INDEPENDENT ACCOUNTANTS. To the Owners of El Paso Field Services San Xxxx Gathering and Processing Businesses Typhoon Gas Pipeline Typhoon Oil Pipeline Coastal Liquids Partners NGL business: In our opinion, the accompanying combined balance sheets and the related combined statements of income, cash flows, owners' net investment and comprehensive income and changes in accumulated other comprehensive income present fairly, in all material respects, the financial position of El Paso Field Services San Xxxx Gathering and Processing Businesses, the Typhoon Gas Pipeline, the Typhoon Oil Pipeline, and the Coastal Liquids Partners NGL business (collectively, the "Businesses") at December 31, 2001 and 2000, and the results of their operations and their cash flows for the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Businesses' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 2 to the combined financial statements, the Businesses adopted Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001. As described in Note 7 to the combined financial statements, the Businesses have significant transactions and relationships with affiliated entities. Because of these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. Furthermore, as discussed in Note 2, the combined financial statements include various cost allocations and management estimates based on assumptions that management believes are reasonable under the circumstances. However, these allocations and estimates are not necessarily indicative of the costs and expenses that would have resulted had the Businesses been operated as a separate entity. /s/ PRICEWATERHOUSECOOPERS LLP Houston, Texas August 10, 2002

REPORT OF INDEPENDENT ACCOUNTANTS. To the Owners Board of El Paso Field Services San Xxxx Gathering Directors and Processing Businesses Typhoon Gas Pipeline Typhoon Oil Pipeline Coastal Liquids Partners NGL business: Stockholders of Total Renal Care Holdings, Inc. In our opinion, the accompanying combined consolidated balance sheets and the related combined consolidated statements of income, of stockholders' equity, and of cash flows, owners' net investment and comprehensive income and changes in accumulated other comprehensive income flows present fairly, in all material respects, the financial position of El Paso Field Services San Xxxx Gathering Total Renal Care Holdings, Inc. and Processing Businesses, the Typhoon Gas Pipeline, the Typhoon Oil Pipeline, and the Coastal Liquids Partners NGL business (collectively, the "Businesses") its subsidiaries at December 31, 2001 1995 and 20001996, and the results of their operations and their cash flows for the three years in year ended May 31, 1995, the period seven months ended December 31, 2001 1995 and the year ended December 31, 1996 in conformity with accounting principles generally accepted in the United States of Americaaccounting principles. These financial statements are the responsibility of the Businesses' Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PRICE WATERHOUSE LLP Seattle, Washington February 13, 1997 INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Total Renal Care Holdings, Inc.: We have audited the accompanying consolidated statements of income, stockholders' equity and cash flows of Total Renal Care Holdings, Inc. (formerly Total Renal Care, Inc.) and subsidiaries for the year ended May 31, 1994. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. As described In our opinion, the consolidated financial statements referred to above present fairly, in Note 2 all material respects, the results of operations and cash flows of Total Renal Care Holdings, Inc. and subsidiaries for the year ended May 31, 1994, in conformity with generally accepted accounting principles. KPMG Peat Marwick LLP Seattle, Washington July 8, 1994 TOTAL RENAL CARE HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, DECEMBER 31, 1995 1996 ASSETS Cash and cash equivalents.......................... $ 30,181,000 $ 19,881,000 Patient accounts receivable, less allowance for doubtful accounts of $5,668,000 and $7,911,000, respectively...................................... 37,884,000 91,009,000 Receivable from Xxxxx.............................. 432,000 347,000 Inventories........................................ 2,482,000 6,045,000 Deferred income taxes.............................. 1,542,000 3,233,000 Prepaid expenses and other current assets.......... 2,973,000 10,771,000 ------------ ------------ Total current assets........................... 75,494,000 131,286,000 Property and equipment, net........................ 25,505,000 58,266,000 Notes receivable from related parties.............. 1,379,000 1,919,000 Investment in affiliate, at equity................. 972,000 1,018,000 Other long-term assets............................. 885,000 974,000 Intangible assets, net............................. 59,763,000 180,617,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY $163,998,000 $374,080,000 ============ ============ Accounts payable................................... $ 7,901,000 $ 9,818,000 Employee compensation and benefits................. 5,012,000 12,360,000 Other accrued liabilities.......................... 7,006,000 7,745,000 Income taxes payable............................... 314,000 Current portion of long-term obligations........... 570,000 2,064,000 ------------ ------------ Total current liabilities...................... 20,803,000 31,987,000 ------------ ------------ Long-term debt..................................... 55,324,000 102,552,000 ------------ ------------ Deferred income taxes.............................. 510,000 2,868,000 ------------ ------------ Other long-term liabilities........................ 1,214,000 993,000 ------------ ------------ Minority interests................................. 3,343,000 4,714,000 Commitments and contingencies (Notes 8, 12 and 13) Stockholders' equity Common stock ($.001 par value, 55,000,000 shares authorized; 22,308,207 and 26,472,982 shares ------------ ------------ issued and outstanding)......................... 22,000 26,000 Additional paid-in capital....................... 123,710,000 255,897,000 Notes receivable from stockholders............... (2,773,000) (2,827,000) Retained deficit................................. (38,155,000) (22,130,000) ------------ ------------ Total stockholders' equity..................... 82,804,000 230,966,000 ------------ ------------ $163,998,000 $374,080,000 ============ ============ See accompanying notes to the combined consolidated financial statements. TOTAL RENAL CARE HOLDINGS, the Businesses adopted Statement INC. CONSOLIDATED STATEMENTS OF INCOME SEVEN MONTHS ENDED YEAR ENDED MAY 31, DECEMBER 31, YEAR ENDED DECEMBER 31, ------------------------ ------------------------ -------------------------- 1994 1995 1994 1995 1995 1996 (UNAUDITED) (UNAUDITED) Net operating revenues.. $80,470,000 $98,968,000 $53,593,000 $89,711,000 $134,843,000 $272,947,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating expenses Facilities............. 56,828,000 65,583,000 36,012,000 57,406,000 86,977,000 183,987,000 General and administrative........ 7,457,000 9,115,000 4,916,000 7,645,000 11,844,000 19,267,000 Provision for doubtful accounts.............. 1,550,000 2,371,000 1,363,000 1,811,000 2,819,000 5,496,000 Depreciation and amortization.......... 3,752,000 4,740,000 2,586,000 4,383,000 6,537,000 15,368,000 ----------- ----------- ----------- ----------- ------------ ------------ Total operating expenses.............. 69,587,000 81,809,000 44,877,000 71,245,000 108,177,000 224,118,000 ----------- ----------- ----------- ----------- ------------ ------------ Operating income........ 10,883,000 17,159,000 8,716,000 18,466,000 26,666,000 48,829,000 Interest expense........ (56,000) (7,447,000) (3,378,000) (6,291,000) (10,117,000) (7,052,000) Interest income......... 43,000 244,000 78,000 707,000 873,000 1,877,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before income taxes, minority interests and extraordinary item.... 10,870,000 9,956,000 5,416,000 12,882,000 17,422,000 43,654,000 Income taxes............ 4,106,000 3,511,000 1,933,000 4,631,000 6,209,000 16,351,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before minority interests and extraordinary item.... 6,764,000 6,445,000 3,483,000 8,251,000 11,213,000 27,303,000 Minority interests in income of Financial Accounting Standards No. 133consolidated subsidiaries........... 1,046,000 1,593,000 833,000 1,784,000 2,544,000 3,578,000 ----------- ----------- ----------- ----------- ------------ ------------ Income before extraordinary item.... 5,718,000 4,852,000 2,650,000 6,467,000 8,669,000 23,725,000 Extraordinary loss related to early extinguishment of debt, Accounting for Derivative Instruments net of tax............. 2,555,000 2,555,000 7,700,000 ----------- ----------- ----------- ----------- ------------ ------------ Net income.............. $ 5,718,000 $ 4,852,000 $ 2,650,000 $ 3,912,000 $ 6,114,000 $ 16,025,000 =========== =========== =========== =========== ============ ============ Earnings (loss) per common share: Income before extraordinary item.... $ 0.36 $ 0.52 $ 0.92 Extraordinary items.... (0.14) (0.16) (0.30) ----------- ------------ ------------ Net income............. $ 0.22 $ 0.36 $ 0.62 =========== ============ ============ Weighted average number of common shares and Hedging Activities, on January 1, 2001. As described in Note 7 equivalents outstanding............ 17,824,000 16,794,000 25,793,000 =========== ============ ============ Pro forma data (unaudited)............ Net income per common share................. $ 0.22 $ 0.08 =========== =========== Weighted average number of common shares and equivalents outstanding........... 15,316,000 14,381,000 =========== =========== See accompanying notes to the combined consolidated financial statements. TOTAL RENAL CARE HOLDINGS, the Businesses have significant transactions INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY COMMON STOCK ADDITIONAL NOTES RECEIVABLE RETAINED ------------------ PAID-IN FROM EARNINGS SHARES AMOUNT CAPITAL STOCKHOLDERS (DEFICIT) TOTAL Balance at May 31, 1993................... 66,667 $ 29,015,000 $ 29,015,000 Net income.............. 5,718,000 5,718,000 ---------- ------------ ------------ Balance at May 31, 1994................... 66,667 34,733,000 34,733,000 Shares issued to Xxxxx.. 2,933,334 $ 3,000 $ 1,000 4,000 Shares issued in change of control: DLJMB.................. 7,000,000 7,000 10,493,000 10,500,000 Employees.............. 1,246,667 1,000 1,869,000 $ (995,000) 875,000 Shares issued in offering............... 600,000 1,000 899,000 900,000 Stock issuance costs.... (2,172,000) (2,172,000) Dividend paid to Xxxxx: Cash................... Intercompany (75,500,000) (75,500,000) receivable............ Shares issued to employees and relationships with affiliated entities. Because of these relationshipsothers... 765,252 1,000 1,147,000 (513,000) (6,152,000) (6,152,000) 635,000 Shares issued in acquisitions........... 297,464 446,000 446,000 Net income.............. ---------- ------- ------------ ----------- 4,852,000 ------------ 4,852,000 ------------ Balance at May 31, it is possible that the terms of these transactions are not the same as those that would result 1995................... 12,909,384 13,000 12,683,000 (1,508,000) (42,067,000) (30,879,000) Net proceeds from transactions among wholly unrelated parties. Furthermore, as discussed initial public offering............... 6,900,000 6,000 98,288,000 98,294,000 Shares and options issued in Note 2, the combined financial statements include various cost allocations acquisitions........... 742,820 1,000 5,334,000 5,335,000 Shares issued to employees and management estimates based on assumptions that management believes are reasonable under the circumstances. However, these allocations and estimates are not necessarily indicative of the costs and expenses that would have resulted had the Businesses been operated as a separate entity. /s/ PRICEWATERHOUSECOOPERS LLP Houston, Texas August 10, 2002others... 27,670 59,000 (13,000) 46,000

REPORT OF INDEPENDENT ACCOUNTANTS. To the Owners Shareholder and Board of El Paso Field Services San Xxxx Gathering and Processing Businesses Typhoon Gas Pipeline Typhoon Oil Pipeline Coastal Liquids Partners NGL business: In our opinionDirectors of Amkor Technology Korea, Inc. We have audited the accompanying combined balance sheets sheet of Amkor Technology Korea, Inc. (the "Company") as of December 31, 1999, and the related combined statements of incomeoperations, cash flows, owners' net investment and comprehensive income and changes in accumulated other comprehensive income present fairly, in all material respects, the financial position of El Paso Field Services San Xxxx Gathering and Processing Businesses, the Typhoon Gas Pipeline, the Typhoon Oil Pipelinestockholder's equity, and the Coastal Liquids Partners NGL business (collectively, the "Businesses") at December 31, 2001 and 2000, and the results of their operations and their cash flows for the three years in the period ended from February 19 (date of incorporation) to December 31, 2001 in conformity with accounting principles generally accepted in the United States of America1999. These financial statements are the responsibility of the Businesses' Company's management; our . Our responsibility is to express an opinion on these financial statements based on our auditsaudit. We conducted our audits of these statements audit in accordance with generally accepted auditing standards generally accepted in the United States of America, which . Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, . An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Amkor Technology Korea, Inc. as of December 31, 1999, and the results of its operations and its cash flows for the period from February 19 (date of incorporation) to December 31, 1999 in conformity with generally accepted accounting principles in the United States of America. /s/ SAMIL ACCOUNTING CORPORATION Seoul, Korea January 15, 2000 REPORT OF INDEPENDENT ACCOUNTANTS To the Shareholders and Board of Directors of Anam Semiconductor, Inc. We have audited the accompanying consolidated balance sheets of Anam Semiconductor, Inc. and its subsidiaries (the "Company") as of December 31, 1999 and 1998 and the related consolidated statements of operations, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 1999 as prepared under generally accepted accounting principles in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit 1) the financial statements of Anam Engineering and Construction Co., Ltd. ("Anam Construction"), the investment in which is reflected in the consolidated financial statements referred to above using the equity method of accounting in 1999 and 1998 and consolidated in 1997, and 2) the financial statements of Anam USA, Inc, ("Anam USA") a wholly owned subsidiary. The financial statements of Anam Construction reflect total revenues of $ 387,946 thousand for the year ended December 31, 1997. The Company's net investment in Anam Construction was $0 at December 31, 1999 and 1998 and the equity in its net loss were $29,937 and $56,884 in 1999 and 1998. The financial statements of Anam USA reflect total assets of $124,442 thousand and $235,343 thousand at December 31, 1999 and 1998, respectively, and total revenues of $715,756 thousand, $576,130 thousand and $544,148 thousand for the years ended December 31, 1999, 1998 and 1997, respectively. Those statements referred to above were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for Anam Construction and Anam USA, is based solely on the report of the other auditors. The report of the auditor of Anam Construction contained an informative disclosure paragraph relating to uncertainties about Anam Construction's ability to continue as a going concern. We conducted our audits in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion. In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Anam Semiconductor, Inc. and its subsidiaries as of December 31, 1999 and 1998, and the results of their operations, stockholders' deficit and their cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles in the United States of America. As discussed in Note 3 to the accompanying financial statements, Anam Semiconductor, Inc.'s revenues are generated primarily from semiconductor packaging and test services provided to Amkor Technology Inc. ("Amkor") pursuant to supply agreements. As described in Note 30 to the accompanying financial statements, on May 17, 1999, Anam Semiconductor, Inc. has sold to Amkor all the assets of one of the four its packaging and test facilities located in Xxxxxxx xxxx, xxx Xxxxxxxx xx Xxxxx ("X0"). As described in Note 31 to the accompanying financial statements, on February 28, 2000, Anam Semiconductor, Inc. made a decision to sell to Amkor all of the remaining operating assets related to the remaining three packaging and testing facilities excluding K2 land in accordance with the approval of a board of directors' meeting. As discussed in Note 4 to the accompanying financial statements, the operations of the Anam Semiconductor, Inc. and its affiliates in the Republic of Korea, have been significantly affected, and may continue to be affected for the foreseeable future, by the general adverse economic condition in the Republic of Korea and in the Asia Pacific region. As more fully described in Note 5 to the accompanying financial statements, on October 23, 1998, Anam Semiconductor, Inc. entered into the Korean financial restructuring program known as the "Workout 77 Program". The Workout Program is the result of an accord among financial institutions to assist in the restructuring of Korean business enterprises and does not involve the judicial system. On February 23, 1999, Anam Semiconductor, Inc. was granted certain economic concessions through the Workout Program which was approved by its creditors committee. /s/ SAMIL ACCOUNTING CORPORATION -------------------------------------- Seoul, Korea February 28, 2000 80 INDEPENDENT AUDITORS' REPORT To the Shareholders of Anam Engineering & Construction Co., Ltd. Seoul, Korea We have audited the consolidated balance sheets of Anam Engineering & Construction Co., Ltd. and its subsidiary as of December 31, 1999, 1998 and 1997, the related consolidated statements of operations, shareholders' deficit, and cash flows for the years then ended, all expressed in Korean Won (not separately included herein). These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described In our opinion, such consolidated financial statements (not separately included herein) present fairly, in Note 2 to the combined financial statementsall material respects, the Businesses adopted Statement financial position of Financial Accounting Standards No. 133Anam Engineering & Construction Co., Accounting Ltd. and its subsidiary as of December 31, 1999, 1998 and 1997, the results of their operations, the changes in their shareholders' deficit and their cash flows for Derivative Instruments and Hedging Activitiesthe years then ended, on January 1, 2001in conformity with accounting principles generally accepted in the United States of America. As described in Note 7 to the combined financial statements, the Businesses have significant transactions and relationships with affiliated entities. Because of these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties. Furthermore, as discussed in Note 21, the combined Company has filed a voluntary petition for reorganization under the Corporate Reorganization Act in the Republic of Korea. The financial statements include various cost allocations and management estimates based on assumptions that management believes are reasonable under do not purport to reflect or provide for the circumstances. However, these allocations and estimates are not necessarily indicative consequences of the costs bankruptcy proceedings. In particular, such financial statements do not purport to show (a) as to assets, their realizable value on a liquidation basis or their availability to satisfy liabilities; (b) as to prepetition liabilities, the amounts that may be allowed for claims or contingencies, or the status and expenses priority thereof; (c) as to stockholder accounts, the effect of any changes that would may be made in the capitalization of the Company; or (d) as to operations, the effect of any changes that may be made in its business. The financial statements have resulted had been prepared assuming that the Businesses been operated Company will continue as a separate entitygoing concern. /s/ PRICEWATERHOUSECOOPERS LLP HoustonAs discussed in Note 1, Texas August 10the Company's recurring losses from operations, 2002negative working capital, and shareholders' capital deficiency raise substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also discussed in Note

REPORT OF INDEPENDENT ACCOUNTANTS. To the Owners Board of El Paso Field Services San Xxxx Gathering Directors and Processing Businesses Typhoon Gas Pipeline Typhoon Oil Pipeline Coastal Liquids Partners NGL businessShareholders of Amkor Technology, Inc.: In our opinion, based on our audit and the report of another auditor, the consolidated financial statements listed in the accompanying combined balance sheets and the related combined statements of income, cash flows, owners' net investment and comprehensive income and changes in accumulated other comprehensive income index present fairly, in all material respects, the financial position of El Paso Field Services San Xxxx Gathering Amkor Technology, Inc. and Processing Businesses, the Typhoon Gas Pipeline, the Typhoon Oil Pipeline, and the Coastal Liquids Partners NGL business (collectively, the "Businesses") its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for the three years in the period year then ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Businesses' Company's management; our responsibility is to express an opinion on these financial statements based on our auditsaudit. We did not audit the financial statements of Amkor Technology Philippines (P1/P2), Inc. and Amkor Technology Philippines (P3/P4), Inc. both wholly owned subsidiaries, collectively referred to herein as ATP, which combined financial statements reflect total assets and operating expenses (including cost of revenues) of 21% and 17%, respectively, of the related consolidated totals at December 31, 2000 and for the year then ended. The combined financial statements of ATP were audited by another auditor whose report thereon has been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for ATP, is based solely on the report of the other auditor. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. We conducted our audits audit of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits audit and the report of the other auditor provide a reasonable basis for our opinion. As described PricewaterhouseCoopers LLP Philadelphia, Pennsylvania February 2, 2001 37 39 AMKOR TECHNOLOGY, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE YEAR ENDED DECEMBER 31, -------------------------------------- 2000 ---------- 1999 ---------- 1998 ---------- (IN THOUSANDS, EXCEPT PER SHARE DATA) NET REVENUES........................................... $2,387,294 $1,909,972 $1,567,983 COST OF REVENUES -- including purchases from ASI....... 1,782,158 1,560,816 1,307,150 ---------- ---------- ---------- GROSS PROFIT........................................... 605,136 349,156 260,833 ---------- ---------- ---------- OPERATING EXPENSES: Selling, general and administrative.................. 192,623 144,538 118,392 Research and development............................. 26,057 11,436 8,251 Amortization of goodwill and other acquired intangibles....................................... 63,080 17,105 1,454 ---------- ---------- ---------- Total operating expenses.......................... 281,760 173,079 128,097 ---------- ---------- ---------- OPERATING INCOME....................................... 323,376 176,077 132,736 ---------- ---------- ---------- OTHER (INCOME) EXPENSE: Interest expense, net................................ 119,840 45,364 18,005 Foreign currency losses.............................. 4,812 308 4,493 Other expense, net................................... 1,295 25,117 9,503 ---------- ---------- ---------- Total other expense............................... 125,947 70,789 32,001 ---------- ---------- ---------- INCOME BEFORE INCOME TAXES, EQUITY IN LOSS OF INVESTEES AND MINORITY INTEREST................................ 197,429 105,288 100,735 PROVISION FOR INCOME TAXES............................. 22,285 26,600 24,716 EQUITY IN LOSS OF INVESTEES............................ (20,991) (1,969) -- MINORITY INTEREST...................................... -- -- 559 ---------- ---------- ---------- NET INCOME............................................. $ 154,153 $ 76,719 $ 75,460 ========== ========== ========== Basic net income per common share...................... $ 1.06 $ 0.64 $ 0.71 ========== ========== ========== Diluted net income per common share.................... $ 1.02 $ 0.63 $ 0.70 ========== ========== ========== Shares used in Note 2 to the combined financial statements, the Businesses adopted Statement of Financial Accounting Standards No. 133, Accounting computing net income per common share: Basic................................................ 145,806 119,341 106,221 ========== ========== ========== Diluted.............................................. 153,223 135,067 116,596 ========== ========== ========== PRO FORMA DATA (UNAUDITED): Historical income before income taxes and minority interest.......................................... $ 100,735 Pro forma provision for Derivative Instruments and Hedging Activities, on January 1, 2001. As described in Note 7 to the combined financial statements, the Businesses have significant transactions and relationships with affiliated entities. Because income taxes................. 29,216 ---------- Pro forma income before minority interest............ 71,519 Historical minority interest......................... 559 ---------- Pro forma net income................................. $ 70,960 ========== Basic pro forma net income per common share.......... $ 0.67 ========== Diluted pro forma net income per common share........ $ 0.66 ========== The accompanying notes are an integral part of these relationshipsstatements. 38 40 AMKOR TECHNOLOGY, it is possible that the terms INC. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2000 1999 (IN THOUSANDS) ASSETS CURRENT ASSETS: Cash and cash equivalents................................. $ 93,517 $ 98,045 Short-term investments.................................... Accounts receivable: Trade, net of these transactions are not the same as those that would result allowance for doubtful accounts of $2,426 and $2,443............................................ -- 301,915 136,595 157,281 Due from transactions among wholly unrelated parties. Furthermoreaffiliates.................................... 1,634 6,278 Other.................................................. 6,465 6,469 Inventories............................................... 108,613 91,465 Other current assets...................................... 36,873 11,117 Total current assets.............................. 549,017 507,250 PROPERTY, as discussed in Note 2PLANT AND EQUIPMENT, the combined financial statements include various cost allocations net.......................... 1,478,510 859,768 INVESTMENTS................................................. 501,254 63,672 OTHER ASSETS: Due from affiliates....................................... 25,013 27,858 Goodwill and management estimates based on assumptions that management believes are reasonable under the circumstances. Howeveracquired intangibles, these allocations net.................... 737,593 233,532 Other..................................................... 101,897 63,009 864,503 324,399 Total assets...................................... LIABILITIES AND STOCKHOLDERS' EQUITY $3,393,284========== $1,755,089========== CURRENT LIABILITIES: Bank overdraft............................................ $ 25,731 $ 16,209 Short-term borrowings and estimates are not necessarily indicative current portion of the costs and expenses that would have resulted had the Businesses been operated as a separate entity. /s/ PRICEWATERHOUSECOOPERS LLP Houstonlong-term debt................................................... 73,586 6,465 Trade accounts payable.................................... 133,047 122,147 Due to affiliates......................................... 32,534 37,913 Accrued expenses.......................................... 129,301 88,577 Accrued income taxes...................................... 52,232 41,587 Total current liabilities......................... 446,431 312,898 LONG-TERM DEBT.............................................. 1,585,536 687,456 OTHER NONCURRENT LIABILITIES................................ 46,483 16,994 Total liabilities................................. 2,078,450 1,017,348 COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, Texas August 10$0.001 par value, 200210,000 shares