<SUBMISSION>
<ACCESSION-NUMBER>0000893220-04-002300
<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>8
<PERIOD>20040819
<ITEMS>2.01
<ITEMS>9.01
<FILING-DATE>20041029
<DATE-OF-FILING-DATE-CHANGE>20041029
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>AMKOR TECHNOLOGY INC
<CIK>0001047127
<ASSIGNED-SIC>3674
<IRS-NUMBER>231722724
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILING-VALUES>
<FORM-TYPE>8-K/A
<ACT>34
<FILE-NUMBER>000-29472
<FILM-NUMBER>041107539
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1345 ENTERPRISE DR
<CITY>WEST CHESTER
<STATE>PA
<ZIP>19380
<PHONE>6104319600
</BUSINESS-ADDRESS>
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<STREET1>1345 ENTERPRISE DR
<CITY>WEST CHESTER
<STATE>PA
<ZIP>19380
</MAIL-ADDRESS>
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<DOCUMENT>
<TYPE>8-K/A
<SEQUENCE>1
<FILENAME>w68064e8vkza.htm
<DESCRIPTION>FORM 8-K/A DATED AUGUST 19, 2004
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vkza</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">


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<P align="center" style="font-size: 14pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, DC 20549</B>
</DIV>
<P>
<HR noshade size="1" width="35%" align="center">

<P align="center" style="font-size: 18pt"><B>FORM 8-K/A</B>


<P align="center" style="font-size: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 or 15(d) of the<BR>
Securities Exchange Act of 1934</B>



<P align="center" style="font-size: 10pt">Date of Report (Date of earliest event reported)



<P align="center" style="font-size: 10pt"><B>August&nbsp;19, 2004</B>

<P>
<HR noshade size="1" width="35%" align="center">

<P align="center" style="font-size: 24pt"><B>AMKOR TECHNOLOGY, INC.</B>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
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    <TD width="30%">&nbsp;</TD>
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    <TD width="30%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD align="center" valign="top"><B>DELAWARE</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>000-29472</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>23-1722724</B></TD>
</TR>

<TR style="font-size: 1px">
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><HR size="1" noshade>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top" nowrap>(State or Other
Jurisdiction of
Incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer<BR>
Identification No.)</TD>
</TR>
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</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>1345 ENTERPRISE DRIVE<BR>
WEST CHESTER, PA 19380</B><BR>
(Address of Principal Executive Offices, including Zip Code)



<P align="center" style="font-size: 10pt"><B>(610)&nbsp;431-9600</B><BR>
(Registrant&#146;s telephone number, including area code)


<P align="left" style="font-size: 10pt">Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):



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    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&#091;&nbsp;&nbsp;&#093;&nbsp;</TD>
    <TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act
(17 CFR 230.425)</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&#091;&nbsp;&nbsp;&#093;&nbsp;</TD>
    <TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17
CFR 240.14a-12)</TD>
</TR>
</TABLE>


<P>
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<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&#091;&nbsp;&nbsp;&#093;&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))</TD>
</TR>
</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="2" cellspacing="0" style="font-size: 10pt; background: transparent; color: #000000">
<TR>
    <TD width="1%"></TD>
    <TD width="99%"></TD>
</TR>
<TR valign="top">
    <TD nowrap>&#091;&nbsp;&nbsp;&#093;&nbsp;</TD>
    <TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))</TD>
</TR>
</TABLE>


<P>
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<HR size="4" noshade color="#000000" style="margin-top: -10px">








<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">







<DIV align="left">
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</DIV>

<DIV align="left">
<A name="tocpage"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>TABLE OF CONTENTS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="100%">&nbsp;</TD>
</TR>
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<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#101">ITEM 2.01. Completion of Acquisition or Disposition of Assets.</A></DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#102">ITEM 9.01. Financial Statements and Exhibits.</A></DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#103">SIGNATURES</A></DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><A href="#104">EXHIBIT INDEX</A></DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT 99.2</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT 99.3</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT 99.4</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT 99.5</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT 99.6</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT 23.1</DIV></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">EXHIBIT 23.2</DIV></TD>
</TR>

<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="w68064exv99w2.txt">AUDITED CONSOLIDATED BALANCE SHEET OF UNITIVE, INC. AS OF DECEMBER 31, 2003</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="w68064exv99w3.txt">AUDITED BALANCE SHEET OF UNITIVE SEMICONDUCTOR TAIWAN CORPORATION AS OF DECEMBER 31, 2003</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="w68064exv99w4.txt">UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET OF UNITIVE, INC. AS OF JUNE 30, 2004</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="w68064exv99w5.txt">UNAUDITED BALANCE SHEET OF UNITIVE SEMICONDUCTOR TAIWAN CORPORATION AS OF JUNE 30, 2004</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="w68064exv99w6.txt">AMKOR TECHNOLOGY, INC. UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET AS OF JUNE 30, 2004</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="w68064exv23w1.txt">CONSENT OF ERNST & YOUNG LLP WITH RESPECT TO UNITIVE, INC.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="w68064exv23w2.txt">CONSENT OF KPMG CERTIFIED PUBLIC ACCOUNTANTS WITH RESPECT TO UNITIVE SEMICONDUCTOR TAIWAN CORPORATION.</A></FONT></TD></TR>
</TABLE>
</DIV>

<DIV align="left">
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</DIV>


<P align="center" style="font-size: 10pt">2
</DIV>

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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="101"></A>
</DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 2.01. Completion of Acquisition or Disposition of Assets.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On August&nbsp;19, 2004, Amkor Technology, Inc., a Delaware corporation
(&#147;Amkor&#148;), acquired approximately 93.0% of the capital stock of Unitive, Inc.,
a Delaware corporation (&#147;Unitive&#148;), and on August&nbsp;20, 2004, Amkor acquired
approximately 60.0% of the capital stock of Unitive Semiconductor Taiwan
Corporation (&#147;UST&#148;).


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amkor acquired the capital stock of Unitive pursuant to a Stock Purchase
Agreement dated as of July&nbsp;19, 2004 (the &#147;Unitive Agreement&#148;), by and among
Amkor, Unitive, certain former stockholders of Unitive, certain former holders
of options to purchase capital stock of Unitive, Onex American Holdings II LLC,
David Rizzo, Thomas Egolf, Kenneth Donahue and U.S. Bank National Association.
The consideration payable under the Unitive Agreement consists of a cash
payment of approximately $12.3&nbsp;million at closing, the assumption of
approximately $5.7&nbsp;million of debt at closing, an additional $15.5&nbsp;million on
the one-year anniversary of closing (payable in cash or in Amkor common stock
at Amkor&#146;s option) and a contingent payment of up to $55&nbsp;million (payable in
cash or in Amkor common stock at Amkor&#146;s option) to be paid, if at all, upon
the achievement of certain performance goals described in the Unitive
Agreement. Unitive is a leading independent developer of electroplated wafer
bumping technology and earlier this year announced the industry&#146;s first
electroplated lead-free wafer bumping process.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amkor acquired the capital stock of UST pursuant to a Stock Purchase
Agreement dated as of June&nbsp;3, 2004 (the &#147;UST Agreement&#148;), by and among Amkor,
UST, and certain stockholders of UST, as amended by a letter agreement dated
July&nbsp;9, 2004. The consideration payable under the UST transaction consists of
a cash payment of approximately $19.4&nbsp;million at closing (excluding an
additional $0.7&nbsp;million due in 2006), the assumption of approximately $19.2
million of debt at closing, the payment of approximately $450,000 in other
costs and a variable contingent cash payment to be paid, if at all, based on
the achievement of certain performance goals described in the UST Agreement,
which payment is currently estimated to be approximately $2&nbsp;million. In
addition, Amkor has a call option to acquire the remaining approximate 40.0% of
UST at any time over the next 18&nbsp;months. Amkor is required to exercise the
call option if UST achieves certain goals within such 18-month period. The
exercise price of this option, which is currently estimated to be approximately
$18.0&nbsp;million, is based on a formula taking into account, among other things,
the performance of UST. UST is a provider of electroplated wafer bumping
services.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The terms of the acquisitions are more fully described in the Unitive
Agreement and UST Agreement, as amended.

<DIV align="left">
<A name="102"></A>
</DIV>

<P align="left" style="font-size: 10pt"><B>ITEM 9.01. Financial Statements and Exhibits.</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On September&nbsp;3, 2004, Amkor filed a Current Report on Form 8-K dated
August&nbsp;19, 2004 with respect to the acquisition of capital stock of Unitive and
UST without the financial statements and pro forma financial information
required by Rules&nbsp;3-05, 11-01 and 11-02 of Regulation&nbsp;S-X. This amendment
provides this information.


<P align="left" style="font-size: 10pt"><B>(a)&nbsp;Financial Statements of Businesses Acquired</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attached as Exhibit&nbsp;99.2 are the audited consolidated balance sheet of
Unitive as of December&nbsp;31, 2003 and the related consolidated statements of
operations, convertible preferred stock and stockholders&#146; equity and cash flows
for the year then ended. Attached as Exhibit&nbsp;99.3 are the audited balance
sheet of UST as of December&nbsp;31, 2003 and the related statements of operations,
changes in stockholders&#146; equity and cash flows for the year then ended.
Attached as Exhibit&nbsp;99.4 are the unaudited condensed consolidated balance sheet
of Unitive as of June&nbsp;30, 2004 and the unaudited condensed consolidated
statements of operations and cash flows for the six months ended June&nbsp;30, 2004
and 2003. Attached as Exhibit&nbsp;99.5 are the unaudited balance sheet of UST as
of June&nbsp;30, 2004 and 2003 and the unaudited statements of operations, changes
in stockholders&#146; equity and cash flows for the six months ended June&nbsp;30, 2004
and 2003.


<P align="left" style="font-size: 10pt"><B>(b)&nbsp;Pro Forma Financial Information</B>



<P align="center" style="font-size: 10pt">3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Attached as Exhibit&nbsp;99.6 are the Amkor Technology, Inc. unaudited pro
forma combined condensed balance sheet as of June&nbsp;30, 2004 and the related pro
forma combined condensed statements of income for the year ended December&nbsp;31,
2003 and the six months ended June&nbsp;30, 2004. These pro forma statements give
effect to Amkor&#146;s acquisitions of Unitive and UST as if they had occurred at
the beginning of each period presented.


<P align="left" style="font-size: 10pt"><B>(c)&nbsp;Exhibits</B>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">2.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Stock Purchase Agreement, dated as of July&nbsp;19, 2004, by and among
Amkor Technology, Inc., Unitive, Inc., Certain of the Stockholders of
Unitive, Inc., Certain Option Holders of Unitive, Inc., Onex American
Holdings II LLC as the Onex Stockholder Representative, David Rizzo as
the MCNC Stockholder Representative, Thomas Egolf as the TAT Stockholder
Representative, Kenneth Donahue as the Additional Indemnifying
Stockholder Representative, and, with respect to Article&nbsp;VIII and
Article&nbsp;X thereof only, U.S. Bank National Association. (1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">2.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Stock Purchase Agreement, dated as of June&nbsp;3, 2004, by and among
Amkor Technology, Inc., Unitive Semiconductor Taiwan Corporation and
Certain Shareholders of Unitive Semiconductor Taiwan Corporation, along
with Letter Agreement dated July&nbsp;9, 2004 regarding Amendment to Stock
Purchase Agreement and Loan Agreement by and among Amkor Technology,
Inc., Unitive Semiconductor Taiwan Corporation and Sellers&#146;
Representative on Behalf of each Seller. (1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Press Release issued by Amkor Technology, Inc. on August&nbsp;24, 2004.
(1)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">99.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Audited consolidated balance sheet of Unitive, Inc. as of December
31, 2003 and the related consolidated statements of operations,
convertible preferred stock and stockholders&#146; equity and cash flows for
the year then ended. (2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">99.3</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Audited balance sheet of Unitive Semiconductor Taiwan Corporation as
of December&nbsp;31, 2003 and the related statements of operations, changes
in stockholders&#146; equity, and cash flows for the year then ended. (2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">99.4</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Unaudited condensed consolidated balance sheet of Unitive, Inc. as of
June&nbsp;30, 2004 and the unaudited condensed consolidated statements of
operations and cash flows for the six months ended June&nbsp;30, 2004 and
2003. (2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">99.5</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Unaudited balance sheet of Unitive Semiconductor Taiwan Corporation
as of June&nbsp;30, 2004 and 2003 and the unaudited statements of operations,
changes in stockholders&#146; equity and cash flows for the six months ended
June&nbsp;30, 2004 and 2003. (2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">99.6</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amkor Technology, Inc. unaudited pro forma combined condensed balance
sheet as of June&nbsp;30, 2004 and the related pro forma combined condensed
statements of income for the year ended December&nbsp;31, 2003 and the six
months ended June&nbsp;30, 2004, which include the acquisitions of Unitive,
Inc. and Unitive Semiconductor Taiwan Corporation. (2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">23.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of Ernst and Young LLP with respect to Unitive, Inc. (2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">23.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consent of KPMG Certified Public Accountants with respect to Unitive
Semiconductor Taiwan Corporation. (2)</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Previously filed as an Exhibit to the original report on Form 8-K
filed with the Commission on September&nbsp;3, 2004 and incorporated herein
by reference.</TD>
</TR>

<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Filed herewith.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>

<DIV align="left">
<A name="103"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

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    <TD width="45%">&nbsp;</TD>
</TR>
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<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><B>AMKOR TECHNOLOGY, INC.</B></TD>
</TR>

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</TABLE>
</DIV>


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<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
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    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
</TR>
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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">By:
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><I>/s/ Kenneth T. Joyce</I></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><HR align="left" size="1" noshade width="75%"></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Kenneth T. Joyce</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial Officer</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="left" style="font-size: 10pt">Date: October&nbsp;29, 2004



<P align="center" style="font-size: 10pt">5
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left">
<A name="104"></A>
</DIV>

<P align="center" style="font-size: 10pt"><B>EXHIBIT INDEX</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Exhibit No.</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Audited consolidated balance sheet of Unitive, Inc. as
of December&nbsp;31, 2003 and the related statements of
operations, convertible preferred stock and stockholders&#146;
equity and cash flows for the year then ended.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Audited balance sheet of Unitive Semiconductor Taiwan
Corporation as of December&nbsp;31, 2003 and the related
statements of operations, stockholders&#146; equity and cash flows
for the year then ended.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Unaudited condensed consolidated balance sheet of
Unitive, Inc. as of June&nbsp;30, 2004 and the unaudited condensed
consolidated statements of operations and cash flows for the
six months ended June&nbsp;30, 2004 and 2003.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Unaudited balance sheet of Unitive Semiconductor
Taiwan Corporation as of June&nbsp;30, 2004 and 2003, and the
unaudited statements of operations, changes in stockholders&#146;
equity, and cash flows for the six months ended June&nbsp;30, 2004
and 2003.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">99.6
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amkor Technology, Inc. unaudited pro forma combined
condensed balance sheet as of June&nbsp;30, 2004, and the related
pro forma combined condensed statements of income for the
year ended December&nbsp;31, 2003 and the six months ended June
30, 2004, which include the acquisitions of Unitive, Inc. and
Unitive Semiconductor Taiwan Corporation.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst and Young LLP with respect to Unitive, Inc.</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG Certified Public Accountants with respect to
Unitive Semiconductor Taiwan Corporation.</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="center" style="font-size: 10pt">6
</DIV>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>2
<FILENAME>w68064exv99w2.txt
<DESCRIPTION>AUDITED CONSOLIDATED BALANCE SHEET OF UNITIVE, INC. AS OF DECEMBER 31, 2003
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.2

CONSOLIDATED FINANCIAL STATEMENTS

Unitive, Inc.

Year ended December 31, 2003 with Report of Independent Auditors

<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                  Unitive, Inc.

                    Audited Consolidated Financial Statements

                          Year ended December 31, 2003

                                    CONTENTS

<TABLE>
<S>                                                                                           <C>
Report of Independent Auditors.............................................................   1

Audited Consolidated Financial Statements

Consolidated Balance Sheet.................................................................   2
Consolidated Statement of Operations.......................................................   4
Consolidated Statement of Convertible Preferred Stock and Stockholders' Equity.............   5
Consolidated Statement of Cash Flows.......................................................   6
Notes to Consolidated Financial Statements.................................................   7
</TABLE>

<PAGE>

                         Report of Independent Auditors

Board of Directors
Unitive, Inc.

We have audited the accompanying consolidated balance sheet of Unitive, Inc.
(the "Company") as of December 31, 2003 and the related consolidated statements
of operations, convertible preferred stock and stockholders' equity, and cash
flows for the year then ended. 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 auditing standards generally accepted
in the United States. 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Unitive, Inc. at December 31, 2003 and the consolidated results of its
operations and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States.

/s/ Ernst and Young LLP

Raleigh, North Carolina
February 20, 2004

                                                                               1

<PAGE>

                                  Unitive, Inc.

                           Consolidated Balance Sheet

                                December 31, 2003

<TABLE>
<S>                                                                              <C>
ASSETS
Current assets:
   Cash and cash equivalents                                                     $   8,933,830
   Accounts receivable, less allowance for doubtful accounts of $74,233              1,583,248
   Inventory                                                                           277,680
   Prepaid expenses and other assets                                                    13,713
                                                                                 -------------
Total current assets                                                                10,808,471

Equipment and furniture:
   Equipment                                                                        16,905,874
   Leasehold improvements                                                              267,840
   Furniture and fixtures                                                              101,275
                                                                                 -------------
                                                                                    17,274,989
   Less accumulated depreciation and amortization                                  (10,053,247)
                                                                                 -------------
                                                                                     7,221,742

Other assets:
   Restricted cash                                                                     125,000
   Intellectual property rights, net of accumulated amortization of $2,284,383       5,598,053
   Investment in Unitive Semiconductor Taiwan Corporation                              189,571
   Deposits                                                                            122,074
                                                                                 -------------
                                                                                     6,034,698
                                                                                 -------------
Total assets                                                                     $  24,064,911
                                                                                 =============
</TABLE>

2

<PAGE>

<TABLE>
<S>                                                                               <C>
LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                                               $   1,759,044
   Payables to related party                                                             24,972
   Accrued expenses                                                                     403,322
   Deferred revenue                                                                      32,303
   Capital lease obligations, current portion, net of warrant debt discount           1,544,938
   Current portion of long-term debt                                                  1,134,763
   Current portion of notes payable to stockholders                                     446,324
                                                                                  -------------
Total current liabilities                                                             5,345,666

Capital lease obligations, less current portion, net of warrant debt discount           593,788
Long-term debt, net of current portion                                                2,686,359
Notes payable to stockholders, net of current portion                                   493,676
                                                                                  -------------
Total liabilities                                                                     9,119,489

Commitments (Notes 3, 4, 5, 8 and 9)

Convertible preferred stock and stockholders' equity:
   Series A-1 convertible preferred stock, $0.01 par value; authorized shares
      37,408,837; issued and outstanding shares
      24,874,830; aggregate liquidation preference of $24,874,830                       248,748
   Series A-2 convertible preferred stock, $0.01 par value; authorized shares
      20,601,163; issued and outstanding shares
      8,101,163; aggregate liquidation preference of $8,101,163                          81,012
   Series A-3 convertible preferred stock, $0.01 par value; authorized shares
      25,600,201; zero shares issued and outstanding                                          -
   Series A-1, Series A-2, Series A-3 convertible preferred stock warrants            6,373,959
   Common stock, $0.01 par value; authorized shares 250,000,000; issued
      and outstanding shares 60,745,283                                                 607,452
   Additional paid-in capital                                                        73,511,253
   Common stock warrants                                                                320,200
   Stockholders' notes receivable                                                      (420,000)
   Accumulated deficit                                                              (65,777,202)
                                                                                  -------------
Total convertible preferred stock and stockholders' equity                           14,945,422
                                                                                  -------------
Total liabilities, convertible preferred stock and stockholders' equity           $  24,064,911
                                                                                  =============
</TABLE>

See accompanying notes.

                                                                               3

<PAGE>


                                  Unitive, Inc.

                      Consolidated Statement of Operations

                          Year ended December 31, 2003

<TABLE>
<S>                                 <C>
Revenues                            $  9,230,908
Cost of revenues                      11,412,375
                                    ------------
                                      (2,181,467)

Expenses:
   Sales and marketing                   560,675
   Research and development            1,763,157
   General and administrative          1,920,444
                                    ------------
Total expenses                         4,244,276
                                    ------------
Operating loss                        (6,425,743)

Other income (expense):
   Interest income                        45,160
   Interest expense                     (618,524)
   Other expense                        (892,856)
   Loss in equity investee            (1,621,769)
                                    ------------
Net loss                            $ (9,513,732)
                                    ============
</TABLE>

See accompanying notes.

                                                                               4

<PAGE>

                                  Unitive, Inc.

 Consolidated Statement of Convertible Preferred Stock and Stockholders' Equity

                          Year ended December 31, 2003

<TABLE>
<CAPTION>
                                                                         REDEEMABLE CONVERTIBLE PREFERRED STOCK
                                                       ---------------------------------------------------------------------------
                                                               SERIES C-1                     SERIES C-2                SERIES C-1
                                                          SHARES         AMOUNT          SHARES          AMOUNT          WARRANTS
                                                       ---------------------------------------------------------------------------
<S>                                                    <C>            <C>              <C>            <C>              <C>
Balance at December 31, 2002                            12,000,000      10,647,083      17,000,200      18,805,174       4,260,000
  Accretion of redeemable preferred stock for
     dividend                                                    -         729,534               -       1,033,519               -
  Accretion of redeemable preferred stock for
     warrant value                                               -         739,956               -               -               -
  Accretion of redeemable preferred stock for
     issuance costs                                              -          94,620               -         134,047               -
  Conversion of preferred stock into common stock      (12,000,000)    (12,211,193)    (17,000,200)    (19,972,740)              -
  Issuance of convertible preferred stock, net of
     issuance costs                                              -               -               -               -               -
  Issuance of warrants to existing shareholders                  -               -               -               -               -
  Issuance of warrants in exchange for termination
     of existing Series C-1 warrants and management
     agreement                                                   -               -               -               -      (4,260,000)
  Issuance of warrants in connection with long-term
     debt                                                        -               -               -               -               -
  Issuance of warrants in connection with capital
     lease financing agreement                                   -               -               -               -               -
  Settlement of stockholder note receivable                      -               -               -               -               -
  Exercise of stock options for cash                             -               -               -               -               -
  Compensation expense on variable stock option
     awards                                                      -               -               -               -               -
  Net loss                                                       -               -               -               -               -
                                                       ---------------------------------------------------------------------------
Balance at December 31, 2003                                     -    $          -               -    $          -     $         -
                                                       ===========================================================================

<CAPTION>
                                                                                  CONVERTIBLE PREFERRED STOCK
                                                       ----------------------------------------------------------------------------
                                                               SERIES A                 SERIES B                  SERIES A-1
                                                          SHARES       PAR         SHARES       PAR         SHARES           PAR
                                                       ----------------------------------------------------------------------------
<S>                                                    <C>          <C>         <C>          <C>           <C>           <C>
Balance at December 31, 2002                            1,724,622     17,246     28,525,819     285,258             -             -
  Accretion of redeemable preferred stock for
     dividend                                                   -          -              -           -             -             -
  Accretion of redeemable preferred stock for
     warrant value                                              -          -              -           -             -             -
  Accretion of redeemable preferred stock for
     issuance costs                                             -          -              -           -             -             -
  Conversion of preferred stock into common stock      (1,724,622)   (17,246)   (28,525,819)   (285,258)            -             -
  Issuance of convertible preferred stock, net of
     issuance costs                                             -          -              -           -    24,874,830       248,748
  Issuance of warrants to existing shareholders                 -          -              -           -             -             -
  Issuance of warrants in exchange for termination
     of existing Series C-1 warrants and management
     agreement                                                  -          -              -           -             -             -
  Issuance of warrants in connection with long-term
     debt                                                       -          -              -           -             -             -
  Issuance of warrants in connection with capital
     lease financing agreement                                  -          -              -           -             -             -
  Settlement of stockholder note receivable                     -          -              -           -             -             -
  Exercise of stock options for cash                            -          -              -           -             -             -
  Compensation expense on variable stock option
     awards                                                     -          -              -           -             -             -
  Net loss                                                      -          -              -           -             -             -
                                                       ----------------------------------------------------------------------------
Balance at December 31, 2003                                    -   $      -              -  $        -    24,874,830    $  248,748
                                                       ============================================================================

<CAPTION>
                                                           CONVERTIBLE PREFERRED STOCK
                                                       ------------------------------------
                                                                                                                         ADDITIONAL
                                                              SERIES A-2          SERIES A          COMMON STOCK          PAID-IN
                                                          SHARES      PAR         WARRANTS      SHARES          PAR       CAPITAL
                                                       ----------------------------------------------------------------------------
<S>                                                    <C>        <C>          <C>           <C>           <C>         <C>
Balance at December 31, 2002                                   -           -              -   1,576,867        15,769    32,792,438
  Accretion of redeemable preferred stock for
     dividend                                                  -           -              -           -             -             -
  Accretion of redeemable preferred stock for
     warrant value                                             -           -              -           -             -             -
  Accretion of redeemable preferred stock for
     issuance costs                                            -           -              -           -             -             -
  Conversion of preferred stock into common stock              -           -              -  59,250,641       592,506    31,893,931
  Issuance of convertible preferred stock, net of
     issuance costs                                    8,101,163      81,012              -           -             -     6,150,756
  Issuance of warrants to existing shareholders                -           -      3,864,634           -             -             -
  Issuance of warrants in exchange for termination
     of existing Series C-1 warrants and management
     agreement                                                 -           -      2,375,000           -             -     2,777,856
  Issuance of warrants in connection with long-term
     debt                                                      -           -         54,525           -             -             -
  Issuance of warrants in connection with capital
     lease financing agreement                                 -           -         79,800           -             -             -
  Settlement of stockholder note receivable                    -           -              -    (100,000)       (1,000)       (4,000)
  Exercise of stock options for cash                           -           -              -      17,775           177         1,877
  Compensation expense on variable stock option
     awards                                                    -           -              -           -             -      (101,605)
  Net loss                                                     -           -              -           -             -             -
                                                       ----------------------------------------------------------------------------
Balance at December 31, 2003                           8,101,163  $   81,012   $  6,373,959  60,745,283    $  607,452  $ 73,511,253
                                                       ============================================================================

<CAPTION>
                                                            COMMON      STOCKHOLDERS'
                                                             STOCK          NOTES       ACCUMULATED
                                                            WARRANTS      RECEIVABLE      DEFICIT          TOTAL
                                                        -----------------------------------------------------------
<S>                                                     <C>             <C>            <C>             <C>
Balance at December 31, 2002                                 320,200       (520,000)    (49,667,160)     16,956,008
  Accretion of redeemable preferred stock for
     dividend                                                      -              -      (1,763,053)              -
  Accretion of redeemable preferred stock for
     warrant value                                                 -              -        (739,956)              -
  Accretion of redeemable preferred stock for
     issuance costs                                                -              -        (228,667)              -
  Conversion of preferred stock into common stock                  -              -               -               -
  Issuance of convertible preferred stock, net of
     issuance costs                                                -              -               -       6,480,516
  Issuance of warrants to existing shareholders                    -              -      (3,864,634)              -
  Issuance of warrants in exchange for termination
     of existing Series C-1 warrants and management
     agreement                                                     -              -               -         892,856
  Issuance of warrants in connection with long-term
     debt                                                          -              -               -          54,525
  Issuance of warrants in connection with capital
     lease financing agreement                                     -              -               -          79,800
  Settlement of stockholder note receivable                        -        100,000               -          95,000
  Exercise of stock options for cash                               -              -               -           2,054
  Compensation expense on variable stock option
     awards                                                        -              -               -        (101,605)
  Net loss                                                         -              -      (9,513,732)     (9,513,732)
                                                        -----------------------------------------------------------
Balance at December 31, 2003                            $    320,200   $   (420,000)   $(65,777,202)   $ 14,945,422
                                                        ===========================================================
</TABLE>

See accompanying notes.

5

<PAGE>

                                  Unitive, Inc.

                      Consolidated Statement of Cash Flows

                          Year ended December 31, 2003

<TABLE>
<S>                                                                                        <C>
OPERATING ACTIVITIES
Net loss                                                                                   $  (9,513,732)
Adjustments to reconcile net loss to net cash used in operating activities:
   Depreciation and amortization                                                               3,162,072
   Reversal of compensation expense on variable stock option awards                             (101,605)
   Non-cash compensation                                                                          75,000
   Amortization of debt discount                                                                  76,623
   Equity in losses of equity investee                                                         1,621,768
   Loss on termination of management agreement                                                   892,856
   Loss on disposal of equipment and furniture                                                    10,253
   Accretion of terminal payment on long-term debt                                                 3,055
   Changes in operating assets and liabilities:
      Accounts receivable                                                                       (901,527)
      Inventory                                                                                  (48,396)
      Prepaid expenses and other assets                                                           23,633
      Accounts payable and payables to related party                                           1,704,751
      Accrued expenses and other current liabilities                                              19,063
      Deposits                                                                                  (100,431)
                                                                                           -------------
Net cash used in operating activities                                                         (3,076,617)

INVESTING ACTIVITIES
Purchases of equipment and furniture                                                          (2,973,782)
Increase in restricted cash                                                                     (125,000)
                                                                                           -------------
Net cash used in investing activities                                                         (3,098,782)

FINANCING ACTIVITIES
Payments on capital lease obligations                                                         (1,847,675)
Proceeds from issuance of long-term debt and preferred stock warrants                          3,872,342
Proceeds from issuance of preferred stock, net of issuance costs                               6,480,516
Proceeds from exercise of stock options                                                            2,054
Payments received on stockholders' notes receivable                                               20,000
                                                                                           -------------
Net cash provided by financing activities                                                      8,527,237
                                                                                           -------------
Net increase in cash and cash equivalents                                                      2,351,838
Cash and cash equivalents at beginning of year                                                 6,581,992
                                                                                           -------------
Cash and cash equivalents at end of year                                                   $   8,933,830
                                                                                           =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during year for interest                                                         $     541,901
                                                                                           =============

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Issuance of preferred stock warrants to existing stockholders                              $   3,864,634
                                                                                           =============
Accretion of redeemable convertible preferred stock and warrants                           $   2,731,676
                                                                                           =============
Issuance of preferred stock warrants as consideration for termination of management
   agreement and cancellation of Series C-1 preferred stock warrants                       $   2,375,000
                                                                                           =============
Issuance of preferred stock warrants in connection with issuance of long-term debt         $      54,525
                                                                                           =============
Issuance of preferred stock warrants in connection with financing arrangements             $      79,800
                                                                                           =============
</TABLE>

See accompanying notes.

                                                                               6

<PAGE>

                                  Unitive, Inc.

                   Notes to Consolidated Financial Statements

                                December 31, 2003

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS DESCRIPTION

On January 30, 2001, Unitive Electronics, Inc. ("UEI") and Unitive
International, Ltd. ("UIL") became the wholly-owned subsidiaries of Unitive,
Inc. (the "Company"), a Delaware corporation, through a share exchange. The
Company, located in Research Triangle Park, North Carolina, is a provider of
advanced semiconductor packaging solutions offering wafer-level and turn-key
die-level processing, engineering, and design services to electronics
manufacturers.

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. All significant intercompany accounts and
transactions have been eliminated in the consolidated financial statements.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
disclosures made in the accompanying notes to the financial statements. Actual
results could differ from those estimates.

REVENUE RECOGNITION

The Company derives revenues from services provided in connection with the
processing and packaging of its customers' semiconductor products. The Company
recognizes revenue when a purchase order has been executed, the price is fixed
and determinable, delivery of services has occurred and the products have been
shipped, and collection of the purchase order price is considered probable and
can be reasonably estimated.

                                                                               7

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

SALES AND CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to credit risk
consist principally of trade accounts receivable, which are unsecured, and cash
and cash equivalents. Sales are made primarily to large companies located
throughout the United States. The Company provides an allowance for doubtful
accounts equal to the estimated losses expected to be incurred in the collection
of accounts receivable. Receivable allowances totaled $74,233 at December 31,
2003.

Three major customers accounted for approximately 47% of sales in during the
year ended December 31, 2003 and 66% of accounts receivable at December 31,
2003.

The Company maintains cash balances at financial institutions that may at times
exceed federally insured limits. The Company maintains this cash at high credit
quality institutions and, as a result, believes credit risk related to its cash
is minimal.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable, capital lease obligations,
notes payable to stockholders, and long-term debt. In management's opinion, the
carrying amounts of these financial instruments approximate their fair values at
December 31, 2003.

INVENTORY

Inventories are carried at the lower of cost or market using the first-in,
first-out ("FIFO") method. Inventory consists primarily of raw materials.

RESEARCH AND DEVELOPMENT

Research and development expenses are charged to operations as incurred.
Research and development expenses include direct costs and allocated salaries,
employee benefits and applicable indirect costs.

                                                                               8

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)


1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

EQUIPMENT AND FURNITURE

Equipment and furniture is stated at cost. Depreciation is computed using the
straight-line method based on the estimated useful lives of the respective
assets. Depreciation expense for the year ended December 31, 2003 totaled
$2,635,629. Expenditures for maintenance and repairs are charged to operations;
major expenditures for renewals and betterments are capitalized and depreciated.
Estimated useful lives are as follows:

<TABLE>
<S>                                                          <C>
Equipment                                                    3 to 5 years
Leasehold improvements                                         3 years
Furniture and fixtures                                         5 years
</TABLE>

INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights are capitalized and amortized over the estimated
useful life of the licensed technologies. Amortization is calculated based upon
the number of units produced during the year as a percentage of the total number
of units expected to be produced using the licensed technology. The Company
recorded amortization expense of $526,443 related to its intellectual property
rights for the year ended December 31, 2003.

Additionally, certain intellectual property rights are amortized based upon
annual revenue recognized to total expected revenue related to the intellectual
property. In 2003, the Company did not record amortization related to $1,071,125
of its intellectual property as no related revenue was recognized.

RESTRICTED CASH

During 2003, the Company entered into a new lease for its corporate office and
certain operations, which required the issuance of an irrevocable,
unconditional, standby letter of credit for $125,000. The restricted cash
balance as of December 31, 2003 includes a $125,000 certificate of deposit that
secures this letter of credit. At the option of the Company, the letter of
credit may be reduced by 20% on each anniversary of the lease agreement.

                                                                               9

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

STOCK-BASED COMPENSATION

The Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), which gives companies
the option to adopt the fair value method for expense recognition of employee
stock options and other stock-based awards or to account for such items using
the intrinsic value method as outlined under Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25") with pro forma
disclosures of net income (loss) as if the fair value method had been applied.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS 148"). SFAS No. 148 amends SFAS
No. 123, to require more prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has elected to apply the provisions of APB 25 for stock option and other
stock-based awards. The following table illustrates the effect on net loss for
the year ended December 31, 2003 had the Company applied the fair value
recognition provisions of SFAS 123 for its option grants to employees:

<TABLE>
<S>                                                                                                      <C>
Net loss, as reported                                                                                    $  (9,513,732)
Reversal of stock-based compensation expense                                                                  (101,605)
Deduct total stock-based employee compensation expense determined under
   the fair value based method for all awards                                                                  (74,106)
                                                                                                         -------------
Pro forma loss                                                                                           $  (9,689,443)
                                                                                                         =============
</TABLE>

                                                                              10

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

STOCK-BASED COMPENSATION (CONTINUED)

The Company computes fair value for employee stock options using the minimum
value option-pricing model. The assumptions used in this model to estimate fair
value and the resulting values are as follows for the year ended December 31,
2003.

<TABLE>
<S>                                                                                                      <C>
Expected dividend yield                                                                                    -
Risk-free interest rate                                                                                  3.3%
Expected life (in years)                                                                                   4
</TABLE>

INVESTMENT IN UNITIVE SEMICONDUCTOR TAIWAN CORPORATION

The Company's investment in Unitive Semiconductor Taiwan Corporation ("USTC") is
accounted for using the equity method, as prescribed by APB Opinion No. 18, "The
Equity Method of Accounting for Investments in Common Stock" ("APB 18") since
the Company is able to exert influence through its collaborative services
agreement and representation on the USTC board of directors. The Company's
ownership percentage at December 31, 2003 was approximately 18.4%. USTC provides
semiconductor processing services in Taiwan. The Company recorded a loss of
$1,621,769 as of December 31, 2003, in accordance with the requirements of APB
18 for its share of the losses incurred by USTC. There were no additional equity
investments during 2003 and the Company does not have any requirements to fund
future obligations of USTC.

INCOME TAXES

The Company accounts for income taxes in accordance with SFAS 109, "Accounting
for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred income tax assets and
liabilities are computed annually for differences between the financial
statement and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.

                                                                              11

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

2. ACCRUED EXPENSES

<TABLE>
<S>                                                                                                            <C>
Accrued expenses consist of the following at December 31, 2003:
     Accrued compensation and benefits                                                                         $ 127,837
     Accrued property taxes                                                                                      104,418
     Accrued legal and professional fees                                                                          55,000
     Other accrued expenses                                                                                      116,067
                                                                                                               ---------
     Accrued expenses                                                                                          $ 403,322
                                                                                                               =========
</TABLE>

3. NOTES PAYABLE TO STOCKHOLDERS

In October 2002, the Company executed a promissory note for $440,000 with a
stockholder in lieu of paying facility rent. The note was unsecured and accrued
interest at a rate of 7.5% annually. The outstanding principal balance at
December 31, 2002 was $245,207. During November 2003, the Company negotiated a
new promissory note with this stockholder for $440,000 in exchange for the
outstanding balance of the previous promissory note of $276,530, which included
accrued interest of $31,323, and as consideration for $163,470 of unpaid rent.
The promissory note is unsecured and bears interest at the rate of 7.5%
annually. Principal payments totaling $208,913 and $231,087 are due during the
years ended December 31, 2004 and 2005, respectively.

In October 2002, the Company executed a promissory note for $462,000 with
another stockholder in lieu of paying certain management expenses. The note was
unsecured and accrued interest at a rate of 7.5% annually. The outstanding
principal at December 31, 2002 was $220,000. During November 2003, the Company
negotiated a new promissory note for $500,000 in exchange for the outstanding
balance of the previous promissory note of $240,213, which included accrued
interest of $20,213, and as consideration for outstanding payables of $259,787
related to management expenses. The promissory note is unsecured and bears
interest at the rate of 7.5% annually. Principal payments totaling $237,411 and
$262,589 are due during the years ended December 31, 2004 and 2005,
respectively.

                                                                              12

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

4. LONG-TERM DEBT

In November 2003, the Company entered into a loan and security agreement (the
"Loan Agreement") with two lenders that provides up to $6,000,000 of financing.
Borrowings under the Loan Agreement will be evidenced by promissory notes that
bear interest at a rate equal to the interest rate of the three-year treasury
note at the time of funding, plus 740 basis points. The Company may prepay the
outstanding balance of the promissory notes in whole by giving thirty days
written notice to the lenders. However, the Company will be required to pay a
premium of 5%, 3%, or 1% if any of the borrowings are prepaid during the first
twelve, twenty-four, or thirty-six month period, respectively. The obligations
under the Loan Agreement are secured by substantially all of the assets of the
Company. The terms of the Loan Agreement permit the Company to incur additional
indebtedness of up to $1,000,000, provided that such indebtedness is used for
the financing of capital expenditures and may be secured with only the equipment
purchased.

As of December 31, 2003, the Company had issued promissory notes totaling
$4,000,000 to the two lenders. The actual proceeds remitted to the Company were
$3,872,342, which excluded the first month's principal and interest payments.
The weighted average interest rate of the promissory notes issued during 2003
was approximately 9.8%. The terms of the loan agreement require that the Company
make a terminal payment equal to 5.5% of the original principal amount of the
promissory notes on the maturity date. This terminal payment is in addition to
the repayment of the full principal amount of the notes. The Company is accruing
the terminal payment amount related to the outstanding notes with a
corresponding charge to interest expense over the term of the promissory notes.

In connection with the Loan Agreement, the Company issued 300,000 warrants to
purchase Series A-1 preferred stock at an exercise price of $0.20 per share to
the two lenders. The warrants expire in 2013. The Company recorded the 300,000
warrants at their estimated fair value of $54,525 as a discount on the debt,
which is being amortized to interest expense over the term of the promissory
notes. The Company determined the fair value of the warrants using the
Black-Scholes valuation model.

                                                                              13

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

4. LONG-TERM DEBT (CONTINUED)

The borrowings under the promissory notes outstanding as of December 31, 2003
are payable in full by December 31, 2006. Future minimum principal payments as
of December 31, 2003 are as follows:

<TABLE>
<S>                                      <C>
2004                                     $  1,152,938
2005                                        1,323,738
2006                                        1,615,666
                                         ------------
Total minimum principal payments            4,092,342
                                         ------------
Less unamortized debt discount                (54,275)
Less unamortized terminal payments           (216,945)
Less current portion                       (1,134,763)
                                         ------------
Long-term portion                        $  2,686,359
                                         ============
</TABLE>

5. LEASE COMMITMENTS

The Company leases manufacturing equipment and a telephone system with an
aggregate cost of approximately $6,162,500 at December 31, 2003, under capital
lease arrangements which expire at various dates through 2005. Certain leases
contain renewal provisions and escalation clauses. Amortization of assets under
capital leases is included in depreciation and amortization expense.

Future minimum lease payments, by year and in the aggregate, under capital
leases with initial terms of one year or more at December 31, 2003 are as
follows:

<TABLE>
<CAPTION>
                                                      CAPITAL
                                                      LEASES
                                                   ------------
<S>                                                <C>
2004                                               $  1,801,696
2005                                                    615,422
                                                   ------------
Total minimum lease payments                          2,417,118
Less amount representing interest                      (237,785)
                                                   ------------
Present value of net minimum lease payments           2,179,333
Less unamortized debt discount                          (40,607)
Less current portion                                 (1,544,938)
                                                   ------------
Long-term portion                                  $    593,788
                                                   ============
</TABLE>

                                                                              14

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

5. LEASE COMMITMENTS (CONTINUED)

The Company leases facilities under operating leases. Certain of these leases
contain renewal provisions and escalation clauses. The Company expenses leases
containing fixed rental increases ratably over the term of the respective
leases. Rent expense was approximately $1,135,600 for the year ended December of
2003.

Future minimum lease payments under various operating leases, which had initial
terms in excess of one year, at December 31, 2003, are as follows:

<TABLE>
<CAPTION>
                                OPERATING LEASES
                                ----------------
<S>                             <C>
2004                             $   1,166,905
2005                                 1,214,055
2006                                 1,260,940
2007                                   714,745
2008 and thereafter                    143,758
                                 -------------
Total minimum lease payments     $   4,500,403
                                 =============
</TABLE>

                                                                              15

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

6. INCOME TAXES

The components of loss before taxes for the year ended December 31, 2003 are as
follows:

<TABLE>
<S>                           <C>
Loss before tax:
   U.S.                         (7,891,963)
   Non-U.S.                     (1,621,769)
                              ------------
Total                         $ (9,513,732)
                              ============
</TABLE>

The Company has no current provision for income taxes. Due to the history of
losses by the Company, management has determined that a valuation allowance is
needed to reduce net deferred tax assets to zero. Components of the Company's
deferred tax assets and liabilities are as follows at December 31, 2003.

<TABLE>
<S>                                                 <C>
Current deferred tax assets (liabilities):
   Allowance for bad debts                          $      29,000
                                                    -------------
Current deferred tax assets (liabilities)                  29,000

Non-current deferred tax assets (liabilities):
   Equity investments                                           -
   Intellectual property rights                          (329,000)
   Fixed assets                                          (915,000)
   Net operating loss carryforwards                    18,023,000
   Other                                                   27,000
                                                    -------------
Non-current deferred tax assets (liabilities)          16,806,000
                                                    -------------
Less valuation allowance                              (16,835,000)
                                                    -------------
Net deferred taxes                                  $           -
                                                    =============
</TABLE>

A reconciliation between the statuatory rate and the Company's effective tax
rate for the year-ended December 31, 2003 is as follows:

<TABLE>
<CAPTION>
                                                               AMOUNT                  PERCENTAGE
                                                           --------------------------------------
<S>                                                        <C>                         <C>
Net loss at statuatory rate                                $  (3,330,000)                (35)%
Equity loss of investee, state taxes and other                   687,000                   8
Increase in valuation allowance                                2,643,000                  27
                                                           --------------------------------------
                                                           $           -                   -%
                                                           ======================================
</TABLE>

                                                                              16

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

6. INCOME TAXES (CONTINUED)

At December 31, 2003, the Company had U.S. federal net operating loss
carryforwards and state net economic loss carryforwards of approximately
$45,000,000, for income tax purposes. If not used, these carryforwards begin to
expire in 2018 for federal tax purposes and 2013 for state tax purposes. The
Company also has approximately $30,000 of research and development credit
carryovers as of December 31, 2003 that begin to expire in 2013. U.S. tax rules
impose limitations on the use of net operating losses following certain changes
in ownership. If such changes occur, the limitation could adversely impact the
ultimate utilization of existing net operating losses and tax credit carryovers
to offset future income.

7. RELATED PARTY TRANSACTIONS

During 2003, the Company entered into several transactions with one of its
stockholders. These transactions involved leasing certain facilities from the
stockholder and contracts for certain services to be provided by the stockholder
to the Company. Additionally, the transactions included certain utility costs,
clean room costs and other related expenses. Below are the approximate amounts
related to these transactions for the year ended December 31, 2003.

<TABLE>
<S>                                                             <C>
Rent expense                                                    $  1,000,000
Research and development costs                                       119,000
Utilities and other expenses                                         165,000
Clean room and other related expenses                                419,000
Interest on note payable (Note 2)                                     30,000
</TABLE>

At December 31, 2003, the Company owed the stockholder approximately $51,000,
related to these activities. These amounts are included in accounts payable and
accrued expenses. The Company also owes this stockholder amounts under a note
payable agreement (See Note 3). In addition, the Company had revenues from this
stockholder of approximately $10,000 for the year ended December 31, 2003.

The Company had accounts receivable of approximately $170,000 due from USTC as
of December 31, 2003, which have been reflected within accounts receivable in
the accompanying balance sheet. The Company owed USTC $24,972 in connection with
amounts collected on behalf of USTC but not remitted as of December 31, 2003.
These balances have been reflected within payables to related party in the
accompanying balance sheet.

                                                                              17

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

7. RELATED PARTY TRANSACTIONS (CONTINUED)

STOCKHOLDERS' NOTES RECEIVABLE

In consideration for the issuance of the Company's Series B preferred stock,
various key employees executed promissory notes in January 2001, in the
principal amount of $520,000. The notes bear interest at the rate of 6.5% per
annum and are due and payable five years from the date of issuance. The notes
are full recourse, and in addition, each of the individuals has pledged the
Series B preferred stock as collateral to secure the obligations under the
notes. A promissory note, with an outstanding balance of $100,000, was settled
during 2003 in connection with the severance agreement entered into between the
Company and a terminated employee. As discussed in Note 8, in connection with
the sale of Series A-1 and Series A-2 preferred stock in November 2003, the
outstanding shares of Series B preferred stock converted to common stock.

8. STOCKHOLDERS' EQUITY

In November 2003, the Company issued 24,874,830 shares of Series A-1 preferred
stock and 8,101,163 shares of Series A-2 preferred stock at $0.20 per share
resulting in aggregate gross proceeds of $6,595,199. The excess of the net
proceeds over the par value of the Series A-1 and Series A-2 preferred stock of
$4,639,709 and $1,511,047, respectively, was recorded within additional paid-in
capital. The Company incurred $114,683 of issuance costs in connection with the
sale of preferred stock, which was recorded as a reduction of the proceeds. Upon
the issuance of the Series A-1 and Series A-2 preferred stock, all of the
outstanding shares of Series C-1, Series C-2, Series A, and Series B preferred
stock converted into shares of common stock on a one-for-one basis. The holders
of the Series C-1 and Series C-2 preferred stock forfeited all of the accrued
dividends as of the date of conversion.

As of December 31, 2003, the Company has total authorized common shares of
250,000,000. The Company also has total authorized preferred shares of
83,610,201 of which 37,408,837 shares are designated as Series A-1 preferred
stock; 20,601,163 shares are designated as Series A-2 preferred stock; and
25,600,201 shares are designated as Series A-3 preferred stock (together with
the Series A-1 and Series A-2 preferred stock, the "new Series A preferred
stock"). There were no shares of Series A-3 preferred stock outstanding at
December 31, 2003.

CONVERTIBLE PREFERRED STOCK

Dividends - Holders of the new Series A preferred stock are entitled to receive,
out of the assets of the Company legally available, dividends when, as and if
declared by the board of directors of the Company. No dividends shall be
declared and paid on any class of the new Series A preferred stock or common
stock unless an equivalent dividend is paid each class of the new Series A
preferred stock.

                                                                              18

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

8. STOCKHOLDERS' EQUITY (CONTINUED)

CONVERTIBLE PREFERRED STOCK (CONTINUED)

Liquidation - Upon any liquidation, dissolution, or winding up of the Company,
holders of the Series A-1 and Series A-2 preferred stock shall be entitled,
before any distribution is made upon the Series A-3 preferred stock and the
common stock, to be paid an amount equal to $1.00 per share (as adjusted for any
combination, consolidation, stock distributions or stock dividends with respect
to such shares) plus all, or any, accrued but unpaid dividends on such shares.
If the assets to be distributed are insufficient to permit full payment to the
holders of the new Series A preferred stock, then the assets of the Company
shall be distributed ratably among the holders of Series A-1 and Series A-2
preferred stock based upon the number of shares then held.

After payment to the holders of Series A-1 and Series A-2 preferred stock,
holders of the Series A-3 preferred stock shall be entitled, before any
distribution is made upon the common stock, to be paid an amount equal to $1.00
per share (as adjusted for any combination, consolidation, stock distributions
or stock dividends with respect to such shares) plus all, or any, declared but
unpaid dividends on such shares. If the assets to be distributed are
insufficient to permit full payment to the holders of Series A-3 preferred
stock, then the assets of the Company shall be distributed ratably among the
holders of Series A-3 preferred stock based upon the number of shares then held.

After payment to the preferred stockholders, holders of common stock shall be
entitled, together with the holders of preferred stock, to share ratably
according to the number of shares of common stock held, in all remaining assets
of the Company available for distribution.

Right of First Refusal - Each holder of preferred stock shall have the right of
first refusal to purchase up to its pro rata share of all new securities (except
as outlined in the stock purchase agreements) which the Corporation may propose
to sell or issue. The Company's obligation under this provision may be waived
upon the vote of a majority of the holders of the new Series A preferred stock.
This right expires upon the closing of a qualified public offering.

Voting - Each holder of Series A-1 and Series A-3 preferred stock is entitled to
the number of votes equal to the number of shares of common stock into which the
respective shares are convertible. Until such time as the original holders of
the Series A-2 preferred stock no longer hold at least 50% of the shares of
Series A-2 preferred stock issued in November 2003, each holder of Series A-2
preferred stock is entitled to the number of votes equal to twelve times the
number of shares of common stock into which the Series A-2 preferred stock is
convertible. However, in connection with any vote or action by consent related
to a) the merger with, or sale of substantially all of the Company's assets, to
a holder of the Series A-2 preferred stock or its'

                                                                              19
<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

8. STOCKHOLDERS' EQUITY (CONTINUED)

CONVERTIBLE PREFERRED STOCK (CONTINUED)

subsidiary or affiliate or b) the waiver of the right of first refusal provision
by a majority vote of the holders of the new Series A preferred stock, the
holders of the Series A-2 preferred stock will be entitled to the number of
votes equal to the number of shares of common stock into which the Series A-2
preferred stock is convertible.

Conversion - Holders of the new Series A preferred stock have the right, at any
time, to convert into such number of shares of common stock as is determined by
dividing the preferred stock original price ($0.20 per share) by the conversion
price in effect at the time of conversion. The preferred stock conversion price
will be reduced in the event of the Company's issuing any shares of its common
stock (or instruments convertible into common stock) without consideration
(except for a) common stock issued in connection with the conversion of
preferred stock, b) common stock issued to officers, directors, employees, or
consultants pursuant to any stock purchase plan, and c) the issuance of common
stock upon the exercise of options and warrants outstanding as of November 13,
2003) or for a consideration per share less than the conversion price of any
series of preferred stock in effect immediately prior to the time of such issue
or sale. The new Series A preferred stock conversion price as of December 31,
2003 was $0.20.

In the event of the sale of the Company's common stock in an underwritten public
offering in which the public offering price is equal to or exceeds $1.00 per
share of common stock and the gross proceeds to the Company equal or exceed
$30,000,000, each share of the new Series A preferred stock shall automatically
be converted into shares of common stock at the then-effective conversion price.
Upon the majority vote of the holders of at least a majority of the outstanding
shares of preferred stock, each share of the new Series A preferred stock will
convert into shares of common stock at the conversion price in effect on the
date of conversion.

PREFERRED STOCK WARRANTS

In connection with the issuance of the redeemable convertible preferred stock
during 2001, the Company issued warrants to purchase 14,998,000 shares of Series
C-1 preferred stock at $1.00 per share in 2001. These warrants originally
expired on January 31, 2004. The Company allocated the net proceeds to the
Series C-1 preferred stock and the warrants based on the relative fair values.
The Company recorded an increase to accumulated deficit of $739,956 resulting
from the accretion of Series C-1 preferred stock related to the value of the
warrants for the period from January 1, 2003 through the date of conversion,
November 13, 2003.

                                                                              20
<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

8. STOCKHOLDERS' EQUITY (CONTINUED)

PREFERRED STOCK WARRANTS (CONTINUED)

During November 2003, the Company issued 12,500,000 warrants to purchase Series
A-2 preferred stock as consideration for both the cancellation of all of the
outstanding warrants to purchase Series C-1 preferred stock and the termination
of the management agreement with one its stockholders. The warrants to purchase
Series A-2 preferred stock have an exercise price of $0.01 per share and will
expire in September 2008. The Company determined that the value of the warrants
on the date of issuance was $2,375,000 based on the Black-Scholes valuation
model. The termination of the management agreement was determined by management
to have a fair value of $892,856, which was computed based on the present value
of the remaining management fees as of the date of termination. The fair value
of the management agreement of $892,856 has been reflected within other expense
in the accompanying statement of operations for the year ended December 31,
2003. The excess of the carrying value of the warrants to purchase Series C-1
preferred stock that were canceled and the estimated fair value of the
termination of the management agreement over the fair value of the warrants to
purchase Series A-2 preferred stock was recorded as an increase to additional
paid-in capital of $2,777,856.

The holders of each prior series of preferred stock who elected to purchase
Series A-1 or Series A-2 preferred stock in November 2003 in proportion to, or
in excess of, their percentage ownership of the Company's common stock, on a
fully diluted basis, received one warrant to purchase Series A-3 preferred stock
for each share of their preferred stock outstanding immediately prior to
closing. The Company issued 22,600,201 warrants to purchase Series A-3 preferred
stock in connection with the sale of the Series A-1 and Series A-2 preferred
stock to existing stockholders. The warrants have an exercise price of $0.01 and
will expire in September 2008. The warrants issued were determined to have a
fair value of $3,864,634 based on the Black-Scholes valuation model. The Company
recorded the value of the warrants issued as an increase to accumulated deficit.

In connection with a capital lease financing agreement entered into in February
2002, the Company issued a warrant to purchase 210,000 shares of Series B
preferred stock at an exercise price of $1.00 per share. The Company determined
the fair value of the warrant using the Black-Scholes valuation model. In
connection with the issuance of Series A-1 and Series A-2 preferred stock in
November 2003, the warrant was adjusted to allow the holder to purchase 210,000
shares of Series A-1 preferred stock at an exercise price of $0.20 per share.

                                                                              21

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

8. STOCKHOLDERS' EQUITY (CONTINUED)

COMMON STOCK

In 1998, the Company executed restricted stock purchase agreements which
included certain repurchase rights under the 1998 Stock Plan, issuing 2,225,000
shares of common stock to employees. As of December 31, 2003, 281,048 of these
shares had been forfeited. In 2002, the Company executed amendments to the
restricted stock purchase agreements of certain employees. Under the amended
agreements, the repurchase rights of the Company lapse with respect to the
shares on January 1, 2005. As of December 31, 2003, 1,943,952 shares were
subject to repurchase.

Dividends - The holders of common stock shall be entitled to receive dividends
as declared by the board of directors, provided that equivalent dividends are
declared and paid on the Series A preferred stock.

Voting - Each holder of common stock shall be entitled to one vote per share
owned.

COMMON STOCK WARRANTS

In 2000, the Company issued warrants under a leasing arrangement to purchase
44,000 shares of common stock of the Company at an exercise price of $1.00 per
share at any time on or before February 25, 2005. The Company also issued
1,095,000 warrants in connection with certain convertible debt to purchase
1,095,000 shares of common stock of the Company at an exercise price of $0.01
per share at any time on or before February 9, 2009. In addition, in 2000, the
Company issued a warrant to a bank to purchase 60,000 shares of common stock of
the Company at an exercise price of $1.00 per share at any time on or before
September 14, 2005. In accordance with the terms of the warrant agreement, the
warrant issued to the bank was adjusted in connection with the issuance of the
Series A-1 and Series A-2 preferred stock discussed above to allow for the
purchase of 91,881 shares of common stock at an exercise price of approximately
$0.65 per share. The Company determined that the fair value of the warrants
issued during 2000 was $262,800 using the Black-Scholes model. The warrant value
was recorded as a charge to interest expense during the year ended December 31,
2000.

                                                                              22

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

8. STOCKHOLDERS' EQUITY (CONTINUED)

COMMON STOCK WARRANTS (CONTINUED)

In connection with a financing agreement entered into in July 2001, the Company
issued a warrant to purchase 140,000 shares of common stock at $1.00 per share
during 2001. The transaction resulted in the valuation of the warrant of
$57,400. The warrant value was recorded as a discount to the related capital
lease obligation and is being amortized to interest expense over the term of the
capital lease obligation. The warrant expires on July 31, 2008. The Company
determined the fair value of the warrant using the Black-Scholes valuation
model. In accordance with the terms of the warrant agreement, the warrant was
adjusted in connection with the issuance of the Series A-1 and Series A-2
preferred stock discussed above to allow for the purchase of 214,389 shares of
common stock at an exercise price of approximately $0.65 per share.

SERIES B PREFERRED STOCK PLAN

In April 2002, the Company adopted the 2002 Series B Preferred Stock Purchase
Plan (the "Series B Plan"). The Series B Plan provides an opportunity for
certain employees and consultants to purchase shares of Series B preferred
stock. The Company has authorized and reserved 500,000 shares of Series B
preferred stock for the Series B Plan. During the year ended December 31, 2002,
the Company granted to employees the rights to purchase 95,000 shares of Series
B preferred stock, for $1.00 per share. There were no rights granted during the
year ended December 31, 2003. In November 2003, the Series B Plan was terminated
and the outstanding rights to purchase 95,000 shares of Series B preferred stock
expired unexercised.

STOCK PLAN

In 2001, the Company adopted the 2001 Stock Plan (the "2001 Plan"). The 2001
Plan provides for the granting of incentive stock options, nonqualified stock
options, and the rights to purchase shares of common stock pursuant to
restricted stock agreements. There are 5,953,328 shares of common stock reserved
for issuance under the 2001 Plan as of December 31, 2003.

In connection with the issuance of the Series A-1 and Series A-2 preferred stock
in November 2003, the Company reserved 8,000,000 shares of common stock related
to the issuance of options to purchase Series A-1 and Series A-3 preferred
stock. As of December 31, 2003, the Company had not adopted the Series A-1 and
Series A-3 preferred stock option plans. Accordingly, there were no options to
purchase Series A-1 and Series A-3 preferred stock granted during the year ended
December 31, 2003.

                                                                              23

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

8. STOCKHOLDERS' EQUITY (CONTINUED)

STOCK PLAN (CONTINUED)

Incentive options may be granted to key employees, including members of the
Board of Directors who are employees of the Company. Nonqualified stock options
and purchase rights are granted to key employees and consultants of the Company,
including members of the Board of Directors. The terms of the stock option
agreements, including the purchase price per share payable upon exercise of a
nonqualified option, are determined by the Board of Directors and the
Compensation Committee. The exercise price of the incentive options shall not be
less than one hundred percent of the fair market value of a share on the date of
grant and the maximum term of options granted is ten years.

A summary of the Company's stock option plans activity follows for the year
ended December 31, 2003.

<TABLE>
<CAPTION>
                                                                                                                 WEIGHTED
                                     SHARES                                                                       AVERAGE
                                    AVAILABLE                 OPTIONS               EXERCISE                     EXERCISE
                                    FOR GRANT               OUTSTANDING               PRICE                       PRICE
                                   --------------------------------------------------------------------------------------
<S>                                <C>                      <C>                   <C>                            <C>
Balance at December 31, 2002        3,668,073                2,646,817            $ 0.05 - $ 0.60                 $ 0.51
   Additional shares reserved       8,000,000                        -                    -                            -
   Options granted                   (372,100)                 372,100                  0.05                        0.05
   Options exercised                        -                  (17,775)                 0.05                        0.05
   Options canceled                   297,663                 (641,450)             0.05 - 0.60                     0.10
                                   -------------------------------------------------------------------------------------
Balance at December 31, 2003       11,593,636                2,359,692            $ 0.05 - $ 0.60                 $ 0.07
                                   =====================================================================================
</TABLE>

The weighted average fair value of options granted during 2003 was $0.01. The
weighted average remaining contractual life of options outstanding at December
31, 2003 is approximately 7.6 years. There were 1,111,632 options exercisable at
December 31, 2003.

                                                                              24

<PAGE>

                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

8. STOCKHOLDERS' EQUITY (CONTINUED)

STOCK PLAN (CONTINUED)

In 2002, the Company repriced and changed the vesting requirements for 1,370,927
options. The strike price of 1,131,677 options was repriced from $0.60 to $0.05
and the strike price of 239,250 options was repriced from $0.25 to $0.05. The
vesting requirements of the 1,370,927 options were also changed from
performance-based to time-based (four years from original grant date). These
changes are considered modifications under APB 25 and require these options to
be subject to variable accounting until the options are exercised, forfeited or
expire unexercised. In addition, the 1,370,927 options were repriced below fair
market value. The Company recorded a charge for compensation of $101,605 for the
year ended December 31, 2002 based on the intrinsic value of the stock options
at year end. As of December 31, 2003, the Company determined that the fair value
of its common stock had declined to $0.05 per share. Accordingly, the
compensation charge of $101,605 recorded during 2002 was reversed as of December
31, 2003, since the fair value of the common stock was equal to or less than the
exercise price. Those options remain subject to variable accounting and
additional compensation expense will be recorded in future periods if the fair
value of the common stock increases.

COMMON STOCK RESERVED FOR FUTURE ISSUANCE

At December 31, 2003, the Company had reserved a total of 83,984,792 of its
authorized 250,000,000 shares of common stock for future issuance as follows:

<TABLE>
<S>                                                             <C>
Stock options outstanding                                        2,359,692
Reserved for future stock option grants                         11,593,636
Series A preferred stock conversion                             32,975,993
Preferred stock warrants                                        35,610,201
Common stock warrants                                            1,445,270
                                                                ----------
Total shares reserved for future issuance                       83,984,792
                                                                ==========
</TABLE>

                                                                              25

<PAGE>


                                  Unitive, Inc.

             Notes to Consolidated Financial Statements (continued)

9. RETIREMENT PLAN

The Company has a 401(k) retirement plan whereby all eligible employees may
elect to make contributions pursuant to a salary reduction agreement upon
meeting certain age and length-of-service requirements. The Company provides
discretionary matching contributions as determined by the Board of Directors.
The Company pays the administrative fees incurred by the plan. Total expense
incurred by the Company in connection with this retirement plan was
approximately $6,500 for the year ended December 31, 2003.

10. SUBSEQUENT EVENTS (UNAUDITED)

During March 2004, the Board of Directors of the Company approved the 2004
Equity Incentive Plan (the "2004 Plan"). Pursuant to the 2004 Plan, during
March, June and July 2004, the Company issued an aggregate 5,000,000 options to
purchase Series A-1 preferred stock at a exercise price of $0.10 per share,
3,000,000 options to purchase Series A-3 preferred stock at an exercise price of
$0.01 per share, and 4,000,000 options to purchase 4,000,000 shares of common
stock at an exercise price of $0.01 per share.

On August 19, 2004, Amkor Technology, Inc. purchased approximately 93.0% of the
capital stock of the Company at a purchase price of $28,000,000. The selling
stockholders of the Company are also entitled to receive additional
consideration of up to $55,000,000. The additional consideration will be
determined based on a formula set forth in the Stock Purchase Agreement that
includes a final determination of the Company's EBITDA, as defined, for the
nine-month period ended March 31, 2005.

On August 19, 2004, the Company issued a promissory note totaling $1,000,000 in
connection with the Loan Agreement executed in November 2003 (see Note 4) in
order to finance certain capital expenditures. The terms of the promissory note
are substantially the same as the promissory notes outstanding at December 31,
2003 under the Loan Agreement. On October 27, 2004 the Company repaid $4.3
million in cash consideration for all outstanding related to the promissory
notes under the Loan Agreement, which included accrued interest and early
payment fees. The funding for the payment of these promissory notes was provided
by Amkor.

As is typical in the semiconductor and other high technology industries, from
time to time, others may in the future assert, that the Company's products or
manufacturing processes infringe on their intellectual property rights.
Subsequent to year-end, the Company received correspondence from a third party
indicating that a potential unasserted claim may exist related to the use of
certain intellectual property. In the opinion of management, if a legal claim is
made in the future, the Company would vigorously defend itself or would likely
prevail. However, no assurance can be given to the outcome of any potential
future litigation.

                                                                              26

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>3
<FILENAME>w68064exv99w3.txt
<DESCRIPTION>AUDITED BALANCE SHEET OF UNITIVE SEMICONDUCTOR TAIWAN CORPORATION AS OF DECEMBER 31, 2003
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.3

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                              FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
            (WITH REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                                 FIRM THEREON)

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Unitive Semiconductor Taiwan Corp.:

We have audited the accompanying balance sheet of Unitive Semiconductor Taiwan
Corp. (the Company) as of December 31, 2003, and the related statements of
operations, changes in stockholders' equity, and cash flows for the year then
ended. 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 audit in accordance with auditing standards generally accepted
in the United States of America and the Republic of China generally accepted
auditing standards and the Republic of China Guidelines for Certified Public
Accountants' Examinations and Reports on Financial Statements. 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 in the first paragraph
present fairly, in all material respects, the financial position of Unitive
Semiconductor Taiwan Corp. as of December 31, 2003, and the results of its
operations and its cash flows for the year then ended, in conformity with the
Regulations Governing Financial Reporting for Issuers of Stock Certificates and
Republic of China generally accepted accounting principles.

Accounting principles generally accepted in the Republic of China vary in
certain significant respects from accounting principles generally accepted in
the United States of America. Information relating to the nature and effect of
such differences is presented in Note 17 to the financial statements.

/s/ KPMG

February 4, 2004, except as to Note 16,
which is as of July 9, 2004.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                                  BALANCE SHEET

                                DECEMBER 31, 2003
      (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR PAR VALUE)

<TABLE>
<CAPTION>
                                                                      AMOUNT
<S>                                                                <C>
                        ASSETS

CURRENT ASSETS:
     Cash and cash equivalents                                     $    32,450
     Short-term investments (note 3)                                    47,452
     Notes receivable                                                    2,738
     Accounts receivable, net                                           27,092
     Accounts receivable - related parties (note 11)                     5,146
     Other monetary assets - current                                       651
     Inventories, net (note 4)                                          10,376
     Prepaid expenses and other current assets                           6,357
     Restricted assets (note 12)                                        12,700
                                                                   -----------
              TOTAL CURRENT ASSETS                                     144,962
                                                                   -----------

PROPERTY, PLANT AND EQUIPMENT (NOTES 5, 12 AND 13):
     Land                                                              113,069
     Land improvements                                                   3,081
     Buildings                                                         346,795
     Machinery and equipment                                           682,586
     Computer equipment                                                  7,095
     Transportation equipment                                            2,898
     Furniture and fixtures                                              6,138
     Leased assets                                                      32,000
     Other equipment                                                     6,265
                                                                   -----------
                                                                     1,199,927
     Less: accumulated depreciation                                   (380,990)
     Advances for purchases of machinery and equipment                  90,542
                                                                   -----------
              NET PROPERTY, PLANT AND EQUIPMENT                        909,479
                                                                   -----------

INTANGIBLE ASSETS:
     Patents (note 11)                                                  53,200
     Computer software                                                   2,392
                                                                   -----------
              TOTAL INTANGIBLE ASSETS                                   55,592
                                                                   -----------

OTHER ASSETS:
     Deferred tax assets (note 9)                                      181,509
     Other                                                               1,940
                                                                   -----------
              TOTAL OTHER ASSETS                                       183,449
                                                                   -----------
              TOTAL ASSETS                                         $ 1,293,482
                                                                   ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                            BALANCE SHEET (CONTINUED)

                                DECEMBER 31, 2003
                 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

<TABLE>
<CAPTION>
                                                                                   AMOUNT
<S>                                                                              <C>
                LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Short-term debts (notes 6 and 12)                                           $   106,504
     Notes payable (note 11)                                                          18,374
     Accounts payable (note 11)                                                       14,346
     Other notes payable                                                               4,852
     Accrued expenses and other current liabilities (note 11)                         35,633
     Current portion of long-term debt (notes 7 and 12)                              135,350
                                                                                 -----------
              TOTAL CURRENT LIABILITIES                                              315,059
                                                                                 -----------

LONG-TERM LIABILITIES:
     Long-term debts (notes 7 and 12)                                                283,296
     Obligations under capital lease                                                     862
                                                                                 -----------
                                                                                     284,158
                                                                                 -----------

OTHER LIABILITIES:
     Accrued pension liabilities (note 8)                                              7,707
                                                                                 -----------
              TOTAL LIABILITIES                                                      606,924
                                                                                 -----------

STOCKHOLDERS' EQUITY (NOTE 10):
     Common stock of $10 par value, authorized 140,000,000 shares in 2003;
      issued 130,000,000 shares in 2003                                            1,300,000
     Additional paid-in capital                                                       60,000
     Accumulated deficit                                                            (673,442)
                                                                                 -----------
              TOTAL STOCKHOLDERS' EQUITY                                             686,558
                                                                                 -----------
COMMITMENTS (NOTES 11 AND 13)
              TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 1,293,482
                                                                                 ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                             STATEMENT OF OPERATIONS

                          YEAR ENDED DECEMBER 31, 2003
                 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

<TABLE>
<CAPTION>
                                                                                      AMOUNT
<S>                                                                                 <C>
SALES (NOTE 11)                                                                     $   99,394
LESS: SALES RETURNS AND ALLOWANCES                                                         947
                                                                                    ----------
NET SALES                                                                               98,447
COST OF SALES (NOTES 8 AND 11)                                                         294,793
                                                                                    ----------
GROSS LOSS                                                                            (196,346)
                                                                                    ----------

OPERATING EXPENSES (NOTES 8 AND 11)
     Selling expenses                                                                   29,703
     Administrative expenses                                                            56,463
     Research and development expenses                                                  57,310
                                                                                    ----------
                                                                                       143,476
                                                                                    ----------
         OPERATING LOSS                                                               (339,822)
                                                                                    ----------
NON-OPERATING INCOME:
     Interest income                                                                       321
     Gain on disposal of short-term investments                                          5,632
     Foreign exchange gain, net                                                            693
     Other income                                                                        5,819
                                                                                    ----------
                                                                                        12,465
                                                                                    ----------

NON-OPERATING EXPENSE:
     Interest expense, net of capitalized interest expense of $1,715 and $233 in
      2003, respectively (note 5)                                                       24,409
     Loss on disposal of fixed assets                                                    1,907
     Inventory loss                                                                      7,713
     Other expense                                                                         110
                                                                                    ----------
                                                                                        34,139
                                                                                    ----------

LOSS BEFORE INCOME TAX                                                                (361,496)
INCOME TAX BENEFIT (NOTE 9)                                                             66,072
                                                                                    ----------
NET LOSS                                                                            $ (295,424)
                                                                                    ==========
EARNINGS PER SHARE (NOTE 15)
     Basic                                                                          $    (2.27)
                                                                                    ==========
AVERAGE NUMBER OF SHARES (`000 SHARES) (NOTE 15)
     Basic                                                                             130,000
                                                                                    ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                          YEAR ENDED DECEMBER 31, 2003
                 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

<TABLE>
<CAPTION>
                                        NUMBER OF                           ADDITIONAL
                                       SHARES (`000       COMMON             PAID-IN          ACCUMULATED
                                         SHARES)           STOCK             CAPITAL            DEFICIT         TOTAL
<S>                                    <C>              <C>                 <C>               <C>             <C>
BALANCE AS OF DECEMBER 31, 2002          130,000        $ 1,300,000           60,000           (378,018)       981,982
Net loss for 2003                              -                  -                -           (295,424)      (295,424)
                                         -------        -----------           ------           --------       --------
BALANCE AS OF DECEMBER 31, 2003          130,000        $ 1,300,000           60,000           (673,442)       686,558
                                         =======        ===========           ======           ========       ========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                             STATEMENT OF CASH FLOWS

                          YEAR ENDED DECEMBER 31, 2003
                 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

<TABLE>
<CAPTION>
                                                                                      AMOUNT
<S>                                                                                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                       $ (295,424)
      Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                  148,061
         Amortization                                                                   13,413
         Inventory loss                                                                  7,713
         Gain on disposal of short-term investments                                     (5,632)
         Loss on disposal of fixed assets                                                1,907
         Income tax benefit                                                            (66,072)
         Decrease in notes receivable and accounts receivable                            2,001
         Income tax benefit                                                                (30)
         Increase in inventories                                                        (1,264)
         Decrease in prepaid expenses and other current assets                           2,413
         Decrease in notes payable and accounts payable                                 (2,190)
         Increase in accrued expenses and other current liabilities                      4,592
         Increase in accrued pension liabilities                                         2,916
                                                                                    ----------
               NET CASH USED IN OPERATING ACTIVITIES                                  (187,596)
                                                                                    ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Increase in short-term investments                                               (196,000)
     Disposal of short-term investments                                                673,477
     Acquisitions of property, plant and equipment                                    (186,526)
     Increase in intangible assets                                                      (1,386)
     Increase in other assets                                                           (1,036)
                                                                                    ----------
               NET CASH PROVIDED BY INVESTING ACTIVITIES                               288,529
                                                                                    ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Decrease in restricted assets                                                       5,800
     Decrease in short-term debts                                                      (30,957)
     Increase in long-term debts                                                        21,000
     Repayment of long-term debts                                                     (132,054)
     Issuance of new common shares                                                           -
                                                                                    ----------
               NET CASH USED IN BY FINANCING ACTIVITIES                               (136,211)
                                                                                    ----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                              (35,278)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                          67,728
                                                                                    ----------
</TABLE>

See accompanying notes to financial statements.

<PAGE>

<TABLE>
<S>                                                                                 <C>
CASH AND CASH EQUIVALENTS AT END OF YEAR                                            $   32,450
                                                                                    ==========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid for interest                                                         $   24,905
                                                                                    ==========
     Cash paid for income tax                                                       $       30
                                                                                    ==========

SUPPLEMENTAL DISCLOSURES OF INVESTING AND FINANCING ACTIVITIES:
     Acquisitions of property, plant and equipment                                  $  164,360
     Net increase in equipment payable                                                  22,166
                                                                                    ----------
                                                                                    $  186,526
                                                                                    ==========
     Current portion of long-term debt                                              $  135,350
                                                                                    ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003
           (ALL AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,
                          UNLESS OTHERWISE SPECIFIED)

(1)   ORGANIZATION AND OPERATIONS

      Unitive Semiconductor Taiwan Corp. (the Company) was incorporated on June
      30, 1999, as a company limited by shares under the laws of the Republic of
      China and approved as a Foreign Investment Approved Company in accordance
      with the Statute for Investment by Foreign Nationals. The Company's
      approved foreign capital investment and related earnings are eligible for
      repatriation.

      The Company is a bumping house that focuses on providing solder bumping
      and gold bumping services in the wafer level that advanced packing
      industries. With the solder bumping technology, the Company bumps wafers
      using electro-plated solder to connect I/O pads and substrate for flip
      chip assembly. The Company is capable of providing both 8 inch and 12 inch
      with best solder bumping services and also cooperates with world-class
      assembly houses to provide turnkey solutions to its customers. The Company
      also develops its own gold bumping technology to serve mainly in the field
      of LCD/PDP driver IC's packaging. The Company with its high quality gold
      bumping references is the main partner of the worldwide major players in
      this field.

      To achieve the goal of world-leading production and permanent operation,
      the Company focuses on providing the solder bumping and gold bumping
      service to worldwide IDMs, fables IC design houses, foundry fabs and
      assembly houses. The Company continuously improves its bumping process and
      enhances production capability through research and innovation to satisfy
      its customers.

      As of December 31, 2003, the number of the Company's employees was 151.

      The Company has incurred losses during each year since its inception, and
      continues to incur significant costs related to the development of its
      business. As a result, as of December 31, 2003, the Company has an
      accumulated deficit of $673,442 and negative working capital of $170,097.
      Management believes that the Company will be able to meet its obligations
      as they come due in the near term using operating cash flows, proceeds
      from existing loan commitments, and other capital provided from third
      parties.

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The financial statements of the Company have been prepared in the local
      currency and in Chinese. These financial statements have been translated
      into English. The translated information is consistent with the Chinese
      language financial statements from which it is derived.

      The Company prepares the accompanying financial statements in conformity
      with ROC generally accepted accounting principles. The preparation of the
      financial statements is based on historical cost.

                                                                     (Continued)

<PAGE>

                                        2

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

A summary of significant accounting policies used in preparing such financial
statements is as below.

1)    Foreign currency transactions

      The Company maintains its books in New Taiwan dollars.

      Foreign currency transactions, except for forward contracts, are recorded
      at the exchange rates prevailing on the transaction dates. Assets and
      liabilities denominated in foreign currencies are revalued at the exchange
      rate prevailing on the balance sheet date. The resulting exchange gains or
      losses are recorded as non-operating income or expense.

      Forward contracts to hedge an exposed foreign currency position are
      recorded at the spot exchange rates prevailing on the contract date. The
      premiums or discounts on forward contracts resulting from the difference
      between the spot rate and forward rate are amortized over the terms of the
      contracts. Forward contracts are revaluated and adjusted to the spot
      exchange rate on the balance sheet date. The resulting exchange gains or
      losses are recorded as non-operating income or expenses. At the settlement
      date, the resulting exchange differences are recorded as exchange gains or
      losses.

2)    Cash equivalents

      Cash equivalents represent all highly liquid short-term debt instruments,
      such as commercial paper, negotiable certificates of deposit, and bank
      acceptances purchased with the original maturity of three months or less,
      and other highly liquid investments with insignificant interest rate risk.

3)    Short-term investments

      Short-term investments are the receipt of trust funds invested in the bond
      market and are stated at the lower of cost or market value. Market value
      is determined based on the net value of the fund at the balance sheet
      date, and any unrealized loss is charged to current year's operation. Cost
      is determined based on the weighted-average method.

4)    Inventories

      Inventories are stated at the lower of cost or market value. Cost is
      determined by using the monthly weighted-average method. Market value is
      determined by net realizable value.

5)    Property, plant and equipment

      Property, plant and equipment are stated at acquisition cost. Interest
      cost incurred in connection with the acquisition of property and equipment
      is capitalized as part of the cost of the related assets. Gain or loss on
      disposal of property, plant, and equipment is recorded as non-operating
      income or expenses.

                                                                     (Continued)

<PAGE>

                                        3

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

      Except for land, depreciation is provided using the straight-line method
      over the estimated useful lives of the respective assets.

      The estimated useful lives of property, plant, and equipment are as
      follows:

<TABLE>
<S>                                                                      <C>
Land improvements                                                             3 years
Buildings                                                                3 ~ 25 years
Machinery and equipment                                                   3 ~ 5 years
Computer equipment                                                            5 years
Transportation equipment                                                  3 ~ 5 years
Furniture and fixtures                                                        3 years
Leased assets                                                                 5 years
Other equipment                                                               3 years
</TABLE>

6)    Intangible assets

      Computer software and patents are stated at acquisition cost. Amortization
      is provided for by using the straight-line method over the estimated
      useful lives of the assets.

7)    Retirement plan

      In March 2001, the Company established an employee retirement plan
      providing for lump-sum retirement benefits to all full-time employees who
      meet retirement requirements. The pension payment is calculated based on
      the number of service years. In accordance with the ROC Labor Standards
      Law, the Company has made monthly deposits equal to an approved percentage
      of employees' total salaries in the Central Trust of China since March
      2001. Actual benefits paid are made out of the fund.

      The Company adopted Statement of Financial Accounting Standards (SFAS) No.
      18, "Accounting for Pensions". The end of each fiscal year is used as the
      measurement date for the actuarial assessment. A minimum pension liability
      is recognized when the accumulated benefit obligation exceeds the fair
      value of plan assets. In accordance with SFAS No. 18, the Company
      recognizes net pension cost every year.

8)    Recognition of revenue

      Revenue is recognized after the completion of production processes and
      shipment.

                                                                     (Continued)

<PAGE>

                                        4

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

      9)    Income tax

            The Company's income tax is estimated based on the accounting
            income. Deferred tax assets and liabilities are determined based on
            temporary differences between the financial reporting and tax basis
            of assets and liabilities, and are measured by applying the
            effective tax rates for the taxable years in which those temporary
            differences are expected to reverse. Deferred tax liabilities are
            recognized for the future tax consequences attributable to taxable
            temporary differences, and deferred tax assets are recognized for
            the future tax consequences attributable to deductible temporary
            difference, loss carryforwards, and investment tax credits, with the
            measurement of deferred tax assets being reduced by estimated
            amounts of tax benefits not likely to be realized, based on, among
            other considerations, forecasts of future taxable income.

            Deferred tax assets and liabilities are classified as current or
            noncurrent based on the classification of the related liabilities or
            assets for financial reporting. Deferred tax assets and liabilities
            that are not related to a liability or asset for financial reporting
            are classified according to the expected reversal date of the
            temporary differences.

            The 10% income tax surtax on unappropriated earnings is recorded as
            expense on the date the stockholders resolve the distribution of
            earnings.

(3)   SHORT-TERM INVESTMENTS

      As of December 31, 2003, the details of investments were as follows:

<TABLE>
<CAPTION>
                                                                         AMOUNT
<S>                                                                    <C>
Bond fund                                                              $  47,452
                                                                       =========
</TABLE>

      The bond fund acquired by the Company was of low risk and provided the
      fixed return. As of December 31, 2003, the bond fund was stated at cost
      and the related market price was $48,414.

(4)   INVENTORIES

      As of December 31, 2003, the details of inventories were as follows:

<TABLE>
<CAPTION>
                                                                           AMOUNT
<S>                                                                      <C>
Raw materials                                                            $   4,639
Supplies                                                                     6,122
Work in process                                                              5,389
Finished goods                                                               3,360
                                                                         ---------
                                                                            19,510
Less: provision for inventory loss                                           9,134
                                                                         ---------
                                                                         $  10,376
                                                                         =========
</TABLE>

                                                                     (Continued)

<PAGE>

                                        5

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

      The insurance coverage on inventories as of December 31, 2003, was
      $60,000.

(5)   PROPERTY, PLANT AND EQUIPMENT

      The capitalized interest expense for purchasing machinery and equipment
      amounted to $1,715 in 2003. The annual interest rate for the capitalized
      interest expense ranged from 1.75% to 8.00% for 2003.

      As of December 31, 2003, the insurance coverage for property, plant and
      equipment was $1,173,000.

(6)   SHORT-TERM DEBTS

      As of December 31, 2003, the details of short-term debts were as follows:

<TABLE>
<CAPTION>
                                                                          AMOUNT
<S>                                                                      <C>
Unsecured short-term debts                                               $  50,000
Usance letters of credit                                                    56,504
                                                                         ---------
                                                                         $ 106,504
                                                                         =========
</TABLE>

      The annual interest rate for the unsecured short-term debts ranged from
      1.85% to 2.54% for 2003. The annual interest rate for the usance letters
      of credit ranged from 0.69% to 8.00% for 2003. All the short-term debts
      mentioned are due in one year. As of December 31, 2003, unused lines of
      credit amounted to approximately $168,030.

                                                                     (Continued)
<PAGE>
\
                                        6

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

(7) LONG-TERM DEBTS

      As of December 31, 2003, the details of long-term debts were as follows:

<TABLE>
<CAPTION>
                              PERIOD OF                                       INTEREST
     BANK       DESCRIPTION      LOAN               PAYMENT PERIOD              RATE       AMOUNT
<S>             <C>          <C>           <C>                                <C>        <C>
Hua Nan         Secured by   2000.12.28~   Repayment of principal is in 16    5.715%~    $  180,920
  Commercial      machinery    2005.12.28    quarterly installments.  The     5.865%
  Bank                                       Company repaid principal
                                             amounting to $23,415 and
                                             $12,000 in January and March
                                             2002, respectively. The
                                             remaining principal after
                                             March 2002 is payable in 15
                                             quarterly installments.

Hua Nan         Secured by   2000.11.3~    Repayment of principal is in 32     3.70%~       131,240
Commercial        land and     2010.11.3     quarterly installments           4.775%
Bank              buildings                  beginning from February 2003.

Hua Nan         Secured by   2000.11.3~    Repayment of principal is in 24     3.70%~        86,640
  Commercial      buildings    2007.11.3     quarterly installments           4.775%
  Bank                                       beginning from February 2002.

Hua Nan         Secured by   2003.03.12~   Repayment of principal is in 16     4.00%~        11,000
  Commercial      machinery    2008.03.12    quarterly installments           4.185%
  Bank                                       beginning from April 2004.

Shanghai        Credit       2003.06.05~   Repayment of principal and           4.5%          8,846
  Commercial      debts        2007.06.05    interest is in 48 monthly
   Bank                                      installments beginning from
                                             July 2003.
                                                                                         ----------
                                                                                            418,646
Less: current portion of long-term debts                                                    135,350
                                                                                         ----------
                                                                                         $  283,296
                                                                                         ==========
</TABLE>

The Company's long-term debt balances due for the five years following December
31, 2003, are as follows:

<TABLE>
<CAPTION>
YEAR                                           AMOUNT
<S>                                         <C>
2004                                        $    135,350
2005                                             136,147
2006                                              45,802
2007                                              44,460
2008 and thereafter                               56,887
                                            ------------
                                            $    418,646
                                            ============
</TABLE>

                                                                     (Continued)
<PAGE>

                                       7

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

8)    PENSION

      The Company has made monthly deposits equal to 2% of employees' total
      salaries in the Central Trust of China since March 2001.

      As of December 31, 2003, the reconciliation between funded status and
      accrued pension liabilities was as follows:

<TABLE>
<CAPTION>
                                                                          AMOUNT
<S>                                                                    <C>
Benefit obligation:
     Vested benefit obligation                                         $     1,800
     Non-vested benefit obligation                                           6,234
                                                                       -----------
     Accumulated benefit obligation                                          8,034
     Additional benefits based on future salaries                            5,430
                                                                       -----------
     Projected benefit obligation                                           13,464
Fair value of plan assets                                                   (4,463)
                                                                       -----------
Underfunded status                                                           9,001
Unrecognized net transition obligation                                      (3,542)
Unrecognized pension gain                                                    2,248
                                                                       -----------
Accrued pension liabilities recognized on the balance sheet            $     7,707
                                                                       ===========
Amount of vested benefit                                               $     1,800
                                                                       ===========
</TABLE>

      The components of net pension cost for 2003 were as follows:

<TABLE>
<CAPTION>
                                                                        AMOUNT
<S>                                                                    <C>
Service cost                                                           $   4,072
Interest cost                                                                465
Actual return on plan assets                                                 (48)
Net amortization                                                              70
                                                                       ---------
Net pension cost                                                       $   4,559
                                                                       =========
</TABLE>

      In 2003, the actuarial assumptions were as follows:

<TABLE>
<CAPTION>
<S>                                                                         <C>
Discount rate                                                               3.50%
Rate of increase in future compensation                                     3.00%
Expected long-term rate of return on plan assets                            3.50%
</TABLE>

                                                                     (Continued)
<PAGE>

                                        8

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

(9)   INCOME TAX

      The Company's income tax is subject to a maximum income tax rate of 25%.
      The current statutory tax rate is 25%. For the year ended December 31,
      2003, the components of income tax benefit were as follows:

<TABLE>
<CAPTION>
                                                  AMOUNT
<S>                                             <C>
Current income tax                              $         -
Deferred tax benefit                                 66,072
                                                -----------
Income tax benefit                              $    66,072
                                                ===========
</TABLE>

      For the years ended December 31, 2003, the differences between "expected"
      income tax at the statutory income tax rate, and effective income tax
      benefit as reported in the accompanying financial statements, were as
      follows:

<TABLE>
<CAPTION>
                                                                 AMOUNT
<S>                                                           <C>
Expected income tax benefit                                   $     90,374
Gain on disposal of investments                                      1,408
Investment tax credits and R&D expense tax credits                  74,083
Change in estimate of prior years' deferred tax assets               4,475
Others                                                                (336)
Valuation allowance for deferred tax assets                       (103,932)
                                                              ------------
Actual income tax benefit                                     $     66,072
                                                              ============
</TABLE>

      For the year ended December 31, 2003, the components of the Company's
      deferred income tax benefits were as follows:

<TABLE>
<CAPTION>
                                                                         AMOUNT
<S>                                                                    <C>
Deferred tax benefits (exclusive of the effects of other components
  below)                                                               $    68,001
Increase in beginning-of-the-year balance of the valuation
 allowance for deferred tax assets                                          (1,929)
                                                                       -----------
     Total deferred tax benefits                                       $    66,072
                                                                       ===========
</TABLE>

                                                                     (Continued)
<PAGE>

                                        9

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

      The deferred tax assets as of December 31, 2003, were as follows:

<TABLE>
<CAPTION>
                                                                        AMOUNT
<S>                                                                  <C>
Current:
     Deferred tax assets                                             $      2,284
     Less: valuation allowance                                             (2,284)
                                                                     ------------
         Net deferred tax assets                                     $          -
                                                                     ============
Noncurrent:

     Deferred tax assets                                             $    456,464
     Less: valuation allowance                                           (274,803)
                                                                     ------------
         Net deferred tax assets                                          181,661
     Deferred tax liabilities                                                (152)
                                                                     ------------
         Net noncurrent deferred tax assets                          $    181,509
                                                                     ============
Total deferred tax assets                                            $    458,748
                                                                     ============
Total deferred tax liabilities                                       $        152
                                                                     ============
Total valuation allowance for deferred tax assets                    $    277,087
                                                                     ============
</TABLE>

      The components of deferred tax assets as of December 31, 2003, were as
      follows:

<TABLE>
<CAPTION>
                                                                        AMOUNT
<S>                                                                  <C>
Deferred tax assets:
     Loss carryforwards                                              $    265,207
     Investment tax credits and R&D expense tax credits                   188,880
     Inventories                                                            2,284
     Accrued employee benefits                                                450
     Accrued pension liabilities                                            1,927
                                                                     ------------
                                                                          458,748
     Less: valuation allowance for deferred tax assets                   (277,087)
                                                                     ------------
          Net deferred tax assets                                    $    181,661
                                                                     ============

Deferred tax liabilities:
     Unrealized foreign exchange gain                                         152
                                                                     ============
</TABLE>

                                                                     (Continued)
<PAGE>

                                       10

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

In accordance with the ROC Income Tax Law, the Company's losses for tax
purposes, as assessed by the tax authorities, can be carried forward to offset
any future taxable income for a period of five years. As of December 31, 2003,
the Company's total loss carryforward amounts and their expiry dates were as
follows:

<TABLE>
<CAPTION>
YEAR OF LOSS                          AMOUNT               YEAR OF EXPIRATION
<S>                               <C>                      <C>
1999                              $       23,510                 2004
2000                                     176,576                 2005
2001                                     278,257                 2006
2002                                     224,324                 2007
2003                                     358,162                 2008
                                  --------------
                                  $    1,060,829
                                  ==============
</TABLE>

Pursuant to the ROC Statute for Upgrading Industries, the Company's unused
investment tax credit for the purchase of automation equipment and R&D expense
tax credit as of December 31, 2003, were as follows:

<TABLE>
<CAPTION>
YEAR OF LOSS                          AMOUNT                YEAR OF EXPIRATION
<S>                                 <C>                     <C>
2000                                $      7,054                   2004
2001                                       5,669                   2005
2002                                     102,074                   2006
2003                                      74,083                   2007
                                    ------------
                                    $    188,880
                                    ============
</TABLE>

The ROC income tax authorities have assessed the Company's income tax returns
for all years through 1999.

In assessing the realizability of deferred tax assets, the management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the period in
which those temporary differences become deductible. Management considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment. In order to fully realize
the deferred tax asset, the Company will need to generate future taxable income
of approximately $1,834,384 prior to the expiration of the net operating loss
carryforward in 2008 and investment tax credits in 2007. Based upon the level of
historical taxable income and projections for future taxable income over the
periods in which the deferred tax assets are deductible, management believes it
is more likely than not that the Company will not realize $1,108,348 of benefits
of these deductible differences at December 31, 2003.

                                                                     (Continued)
<PAGE>

                                       11

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

(10)  STOCKHOLDERS' EQUITY

      1)    Capital surplus

            The ROC Company Law prescribes that capital surplus should be used
            to offset an accumulated deficit before utilizing realized capital
            surplus to increase issued share capital.

            The realized capital surplus includes the amount in excess of the
            par value of common stock issued and any amounts donated to the
            Company. The amount to be capitalized cannot exceed the specific
            percentage of capital surplus every year.

      2)    Legal reserve

            The ROC Company Law stipulates that companies must retain 10% of
            their annual net earnings, as defined in the Law, until such
            retention equals the amount of authorized share capital. The legal
            reserve shall be used exclusively to offset deficits and is
            prohibited from being distributed as cash dividends. However, the
            legal reserve may be transferred to capital upon approval of the
            stockholders when it has been accumulated to a level equal to at
            least one-half of the issued share capital, and then only one-half
            of such reserve may be transferred.

      3)    Distribution of earnings

            The Company's articles of incorporation stipulate that not less than
            1% of annual earnings, net of income tax, accumulated deficit, and
            legal reserve appropriation are to be distributed as employee
            bonuses, and the remaining portion may be distributed according to a
            stockholders' meeting resolution.

      4)    Imputation credit account and imputation tax credit ratio

            As of December 31, 2003, the Company's total imputation credit
            account was $0. Due to the loss from operations for the year ended
            December 31, 2003, the imputation tax credit ratio of the Company
            was zero for 2003.

(11)  TRANSACTIONS WITH RELATED PARTIES

      1)    Name and relationship of related parties

<TABLE>
<CAPTION>
           NAME                                 RELATIONSHIP WITH THE COMPANY
<S>                                          <C>
Unitive International Limited (UIL)          The Company's major shareholder
Wah Lee Industrial Corp. (Wah Lee)           The Company's chairman is the same as Wah Lee's.
Unitive Electronics Inc. (UEI)               An affiliated company of UIL
</TABLE>

                                                                     (Continued)
<PAGE>

                                       12

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

      2)    Nature of transactions

            1.    Sales

<TABLE>
<CAPTION>
                                                      % OF THE
                                                      COMPANY'S
                                    AMOUNT            NET SALES
<S>                              <C>                  <C>
UEI                              $    10,142              10
                                 ===========              ==
</TABLE>

                  As of December 31, 2003, the balance of accounts receivable
                  resulting from the above transactions was as follows:
<TABLE>
<CAPTION>
                                   AMOUNT                  %
<S>                              <C>                      <C>
UEI                              $   5,146                16
                                 =========                ==
</TABLE>

                  The sales prices and terms were not significantly different
                  between sales to related parties and other customers.

            2.    Purchases

<TABLE>
<CAPTION>
                                                      % OF THE
                                                   COMPANY'S NET
                                   AMOUNT              SALES
<S>                                <C>             <C>
UEI                                $   396                -
Wah Lee                                512                1
                                   -------               --
                                   $   908                1
                                   =======               ==
</TABLE>

                  As of December 31, 2003, the balance of accounts payable
                  resulting from the transactions was as follows:

<TABLE>
<CAPTION>
                             AMOUNT                %
<S>                         <C>                  <C>
Accounts payable:
Wah Lee                     $    54                -
                            =======              ===
</TABLE>

                  The purchase prices and terms were not significantly different
                  between purchases from related parties and other firms.

                                                                     (Continued)
<PAGE>

                                       13

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

            3.    Others

                  The Company entered into a patent and technical support
                  agreement with UIL, recorded under intangible assets and
                  amortized over 10 years on a straight-line basis. The
                  resulting amortization expenses from the above-mentioned
                  transaction were $9,600 in 2003, and were accounted for under
                  cost of sales. Furthermore in accordance with the contract,
                  the Company should quarterly pay a further 2.5% of total sales
                  over USD10,000,000 to UIL as royalties.

                  In 2002, the Company entered into a global marketing and R&D
                  system contract with UEI. Under this contract, the Company
                  should pay a fixed percentage of the Company's sales as
                  commission expense. The commission paid pursuant to this
                  contract amounted to $9,657, and was booked as an operating
                  expense in 2003. As of December 31, 2003, commission payment
                  to UEI resulting from the above transaction was paid.

                  On October 2002, the Company entered into a service agreement
                  with UEI and a third party. Under this agreement, UEI will
                  assist the Company in acquisition of demonstration equipment
                  wafer bumping line from the third party, and provide support
                  services to the Company with respect to the implementation of
                  such bumping line. According to the predetermined payment
                  schedule, the Company shall pay UEI the following
                  nonrefundable fees:

<TABLE>
<CAPTION>
                      PAYMENT DATE (FIRST OF TWO PAYMENTS)                           AMOUNT
<S>                                                  <C>                          <C>
Contract date                                        Nil                          USD   75,000
Delivery date of equipment                           January 31, 2003             USD  175,000
Date of successful start of production               May 14, 2003                 USD  100,000
</TABLE>

                  In 2003, the Company had incurred net service expense of
                  $9,543 (USD 275,000), which was booked as operating expense.
                  As of December 31, 2003, the service expense resulting from
                  the above transaction was paid.

                  According to the above agreement, the Company will be
                  responsible for taxes and duties on the equipment, while the
                  third party will carry its own property insurance until the
                  equipment is purchased by the Company. In addition, expiring
                  on September 30, 2004, the Company has an option to purchase
                  the equipment from the third party. As of December 31, 2003,
                  the above-mentioned equipment had been imported.

                  The Company had sold raw materials and overpaid the commission
                  to UEI as of December 31, 2003; the resulting amount of $1,108
                  was recorded under prepaid expenses and other current assets.

                                                                     (Continued)
<PAGE>

                                       14

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

                  As of December 31, 2003, the Company had consigned the
                  manufacturing process to UEI on behalf of its client; the
                  resulting amount of $4,686 was recorded under accrued expense
                  and other current liabilities.

(12)  PLEDGED ASSETS

      As of December 31, 2003, the details and net book value of pledged assets
      were as follows:

<TABLE>
<CAPTION>

      PLEDGED ASSETS                   PLEDGED FOR                  BOOK VALUE
<S>                                   <C>                         <C>
Time deposits                         Short-term debts            $      12,700
Property, plant and equipment         Long-term debts                   609,702
                                                                  -------------
      Total                                                       $     622,402
                                                                  =============
</TABLE>

(13)  COMMITMENTS

      1)    As of December 31, 2003, the Company had outstanding letters of
            credit totaling approximately $37,262. The outstanding amounts of
            letters of credit were mainly used for acquisition of equipment.

      2)   The Company entered into foreign currency forward contracts to hedge
           exchange rate risk arisen from fluctuation in foreign currency debts.
           As of December 31, 2003, the Company did not have any unsettled
           foreign currency forward contracts. The period of the aforementioned
           contracts ranged from September 2, 2002, to March 25, 2003. The
           effects of net forward contract receivable (payable) and its fair
           value on the financial statements were not significant.

(14)  OTHER

      A summary of employment, depreciation and amortization expenses
      categorized by cost of goods sold and operating expenses is as follows:

<TABLE>
<CAPTION>
             FUNCTION        COST OF       OPERATING
     ACCOUNT               GOODS SOLD      EXPENSES         TOTAL
<S>                        <C>            <C>              <C>
Employment expenses:
    Salaries                 65,843          45,731        111,574
    Labor and health
     insurance                4,390           2,169          6,559
    Pension                   2,664           1,895          4,559
    Other employment
     expense                  3,024           1,445          4,469
Depreciation expense        136,937          11,124        148,061
Depletion expense                 -               -              -
Amortization expense         10,965           2,448         13,413
</TABLE>

                                                                     (Continued)
<PAGE>

                                       15

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

(15)  EARNINGS PER SHARE

<TABLE>
<CAPTION>
<S>                                               <C>
Numerator
     Basic:
         Net Profit                               $   (295,424)
                                                  ============
Denominator/1000 shares
     Basic:
         Weighted average shares                       130,000
                                                  ============
</TABLE>

      The Company issued only common stocks in 2003, and therefore had simple
      capital structure. Under ROC SFAS No. 24 "Earnings per Share", if the
      Company's capital structure is simple, only basic earnings per share need
      to be presented and basic earnings per share is computed using the
      weighted average number of shares outstanding during the period.

(16)  SUBSEQUENT EVENT

      Amkor Technology, Inc. (Amkor) has agreed to acquire 60 percent of the
      capital stock of the Company pursuant to a Stock Purchase Agreement dated
      as of June 3, 2004, by and among Amkor, the Company, and certain
      stockholders of the Company, as amended by a letter agreement dated July
      9, 2004. The consideration payable under the agreement consists of a cash
      payment of approximately $19.4 million at closing, the assumption of
      approximately $16.3 million of debt at closing, the payment of
      approximately $450,000 in other costs and a variable contingent cash
      payment to be paid, if at all, based on the achievement of certain
      performance goals. In addition, Amkor has a call option to acquire the
      remaining approximate 40.0% of the Company at any time over the subsequent
      18-month period. Amkor is required to exercise the call option if the
      Company achieves certain goals within such 18-month period. The Company
      will operate as subsidiaries of Amkor.

                                                                     (Continued)
<PAGE>

                                       16

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

(17)  DIFFERENCES BETWEEN ROC GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND US
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

      The Company's financial statements are prepared in accordance with
      accounting principles generally accepted in ROC (ROC GAAP), which differ
      in certain significant respects from accounting principles generally
      accepted in US (US GAAP).

      The principal differences between ROC GAAP and US GAAP are presented below
      together with explanations of certain adjustments that affect the net loss
      and total shareholders' equity as of and for the year ended December 31,
      2003.

<TABLE>
<S>                                                                    <C>
RECONCILIATION OF NET LOSS:
     Net loss reported under ROC GAAP                                  $   (295,424)
US GAAP adjustments:
     Unrealized gain on marketable securities                                   962
     Deferred income tax expense on unrealized gain on marketable
      securities                                                               (240)
     Deferred income tax expense - change in valuation
      allowance on deferred tax assets                                      (65,832)
                                                                       ------------
Net loss under US GAAP                                                 $   (360,534)
                                                                       ============

PRESENTATION OF COMPREHENSIVE LOSS UNDER US GAAP
     Other comprehensive loss:
          Foreign currency translation adjustment                      $          -
          Additional minimum liability                                            -
          Net gains (losses) on cash flow hedges                                  -
          Net unrealized holding gains (losses)                                   -
                                                                       ------------
              Other comprehensive income (loss)                                   -
                                                                       ------------
Comprehensive loss                                                     $   (360,534)
                                                                       ============

RECONCILIATION OF STOCKHOLDERS' EQUITY
Total stockholders' equity reported under ROC GAAP                     $    686,558
US GAAP adjustments:
     Short-term investments                                                     962
     Deferred income tax assets                                            (181,509)
                                                                       ------------
Total stockholders' equity under US GAAP                               $    506,011
                                                                       ============
</TABLE>

                                                                     (Continued)
<PAGE>

                                       17

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

1)    Short-term investments

      Under ROC GAAP, investment in marketable securities is stated at the lower
      of cost or market method. Any unrealized holding loss is reported as
      non-operating losses on the statement of income. When the market price
      restores in the subsequent period, the unrealized holding gain is to be
      recognized to the extent not exceeding the unrealized holding loss
      recognized previously.

      Under US GAAP, the investment in marketable securities would be classified
      as trading, available-for-sale, and hold-to-maturity. The unrealized gains
      or losses resulting from holding trading securities are reported as
      non-operating gains or losses on the statement of income and from holding
      available-for-sale are reported as other comprehensive income.

      The investment in marketable securities held by the Company is classified
      as trading and carried at aggregate fair value with unrealized gains and
      losses reported as non-operating gains and losses on the statement of
      income. During the\ year period ended December 31, 2003, due to the
      increase in market price for the marketable securities held by the
      Company, the Company had $962 of unrealized holding gains, giving rise to
      an adjustment between ROC GAAP and US GAAP. This also results in
      additional deferred income tax expense of $240 under US GAAP.

2)    Deferred tax assets

      Under ROC GAAP, a valuation allowance in provided on deferred tax assets
      when they are not certain to be realized based on the available projection
      of future taxable income. However, the criteria by which the need for a
      valuation allowance is determined is less stringent as compared to US
      GAAP. Under US GAAP, cumulative losses in recent years are a significant
      piece of negative evidence, which is difficult to overcome with
      projections of future taxable income for the purpose of determining the
      valuation allowance. The Company suffered losses in 2002 and 2003. As a
      result, the Company did not use the projection of future taxable income in
      determining its net deferred tax asset valuation allowance as of December
      31, 2002 or 2003 in accordance with US GAAP, giving rise to a total
      adjustment of $181,509 between ROC GAAP and US GAAP for deferred tax
      assets, and $65,832 for deferred income tax expense.

3)    Derivative instruments

      Under US GAAP, derivative instruments (forward contracts) are marked to
      market through earnings, unless they qualify as hedges. Under no
      circumstances are premiums and discounts to be amortized over the life of
      the contract as indicated by the policy.

      Under ROC GAAP, derivative instruments (forward contracts) are reported at
      the unamortized balance. The premiums and discounts are to be amortized
      over the life of the contract as indicated by the policy.

                                                                     (Continued)
<PAGE>

                                       18

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS

      As of December 31, 2003, the fair value for the derivative instruments
      (forward contracts) approximated to the unamortized balance. Further,
      during the year ended December 31, 2003, the net effect of amortization of
      premiums and discounts was insignificant. Therefore, no GAAP adjustment
      between ROC GAAP and US GAAP was incorporated into above reconciliation
      schedule.

4)    Provision for inventory losses

      Provisions to write down inventory to estimated net realizable value are
      reported as a component of non-operating expense in the statement of
      operations under ROC GAAP. Such provisions are required to be reported as
      a component of cost of sales under US GAAP. Consequently, cost of sales,
      gross loss, and operating loss would be increased by $7,713 for the year
      ended December 31, 2003 under US GAAP. This adjustment would have no
      impact on net loss reported under US GAAP.

5)    Long-lived assets

      Under US GAAP, gain or loss on sale of long-lived assets reported as
      operating income or loss. However, under ROC GAAP it is reported as
      non-operating income or loss. Consequently, cost of sales, gross loss, and
      operating loss would be increased by $1,907 for the year ended December
      31, 2003 under US GAAP. This adjustment would have no impact on net loss
      reported under US GAAP.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>4
<FILENAME>w68064exv99w4.txt
<DESCRIPTION>UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET OF UNITIVE, INC. AS OF JUNE 30, 2004
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .

                                                                    EXHIBIT 99.4

                                  UNITIVE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                     JUNE 30,
                                                                                                       2004
                                                                                                ------------------
                                                                                                    (UNAUDITED)
<S>                                                                                             <C>
                                              ASSETS
Current assets:
      Cash and cash equivalents..............................................................   $            1,907
      Accounts receivable, net of allowance of $111..........................................                2,008
      Due from affiliates ...................................................................                  166
      Inventories ...........................................................................                  336
      Prepaid expenses and other current assets..............................................                   50
                                                                                                ------------------
                  Total current assets.......................................................                4,467
Property, plant and equipment, net...........................................................                7,894
Intellectual property rights, net............................................................                5,162
Restricted cash..............................................................................                  125
Other assets ................................................................................                  189
                                                                                                ------------------
                  Total assets...............................................................   $           17,837
                                                                                                ==================

         LIABILITIES AND CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accounts Payable ......................................................................   $            1,463
      Due to affiliate ......................................................................                   18
      Current portion of notes payable to stockholders.......................................                  476
      Current portion of long-term debt......................................................                2,446
      Accrued expenses.......................................................................                  645
                                                                                                ------------------
                  Total current liabilities..................................................                5,048
Notes payable to stockholders, net of current portion........................................                  251
Long-term debt, net of current portion.......................................................                2,086
                                                                                                ------------------
                  Total liabilities..........................................................                7,385
Convertible preferred stock and stockholders' equity:
        Series A-1 convertible preferred stock, $0.01 par value; authorized shares
         37,408,837; issued and outstanding shares 24,874,830; aggregate liquidation
         preference of $24,874,830...........................................................                  260
        Series A-2 convertible preferred stock, $0.01 par value; authorized shares
         20,601,163; issued and outstanding shares 8,101,163; aggregate liquidation
         preference of $8,101,163............................................................                   81
        Series A-3 convertible preferred stock, $0.01 par value; authorized shares
        25,600,201; zero shares issued and outstanding.......................................                    -
        Series A-1, Series A-2, Series A-3 convertible preferred stock warrants..............                6,374
        Common Stock, $0.01 par value; authorized shares 250,000,000;
        issued and outstanding shares 60,755,161.............................................                  607
      Additional paid-in capital.............................................................               74,958
      Unearned compensation..................................................................               (1,365)
      Common stock warrants..................................................................                  320
      Accumulated deficit....................................................................              (70,783)
                                                                                                ------------------
Total convertible preferred stock and stockholders' equity...................................               10,452
                                                                                                ------------------
Total liabilities, convertible preferred stock and stockholders' equity......................   $           17,837
                                                                                                ==================
</TABLE>

                                       1
<PAGE>

                                  UNITIVE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                           FOR THE SIX MONTHS ENDED
                                                     JUNE 30,
                                           ------------------------
                                             2004             2003
                                           -------          -------
                                                   (UNAUDITED)
<S>                                        <C>              <C>
Revenues ...............................   $ 6,257          $ 3,803
Cost of revenues .......................     7,629            4,996
                                           -------          -------
Gross loss .............................    (1,372)          (1,193)
                                           -------          -------
Sales and marketing ....................       353              263
Research and development ...............     1,115              879
General and administrative .............     1,518            1,034
                                           -------          -------
Operating loss .........................    (4,358)          (3,369)
                                           -------          -------
Other expense:
      Interest expense, net ............       458              309
      Loss in equity investee ..........       190              682
                                           -------          -------
            Total other expense ........       648              991
                                           -------          -------
Net loss ...............................   $(5,006)         $(4,360)
                                           =======          =======
</TABLE>

                                       2
<PAGE>

                                  UNITIVE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                                                FOR THE SIX MONTHS ENDED
                                                                                                          JUNE 30,
                                                                                       ------------------------------------------
                                                                                              2004                    2003
                                                                                       ------------------      ------------------
                                                                                                       (UNAUDITED)
<S>                                                                                    <C>                     <C>
Cash flows from operating activities:
Net loss ............................................................................  $           (5,006)     $           (4,360)
      Adjustments to net cash used in operating activities --
      Equity in loss of equity investee..............................................                 190                     682
      Depreciation and amortization..................................................               1,739                   1,493
      Non-cash compensation charges..................................................                 511
      Changes in assets and liabilities excluding effects of acquisition.............                (846)                     (4)
                                                                                       ------------------      ------------------
         Net cash used in operating activities.......................................              (3,412)                 (2,189)
                                                                                       ------------------      ------------------
Cash flows from investing activities:
Purchases of property, plant and equipment...........................................              (1,975)                    (49)
                                                                                       ------------------      ------------------
         Net cash used in investing activities.......................................              (1,975)                    (49)
                                                                                       ------------------      ------------------
Cash flows from financing activities:
   Payments on long-term debt and notes payable to stockholders......................              (1,640)                   (399)
                                                                                       ------------------      ------------------
         Net cash used in financing activities.......................................              (1,640)                   (399)
                                                                                       ------------------      ------------------
Net decrease in cash and cash equivalents............................................              (7,027)                 (2,637)
Cash and cash equivalents, beginning of period.......................................               8,934                   6,516
                                                                                       ------------------      ------------------
Cash and cash equivalents, end of period.............................................  $            1,907      $            3,879
                                                                                       ==================      ==================
Supplemental disclosure of cash flow information:
    Cash paid during the period for interest.........................................  $              400      $              288
                                                                                       ==================      ==================
</TABLE>

                                       3
<PAGE>

                                  UNITIVE, INC.
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

1.    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS DESCRIPTION

On January 30, 2001, Unitive Electronics, Inc. ("UEI") and Unitive
International, Ltd. ("UIL") became the wholly-owned subsidiaries of Unitive,
Inc. (the "Company"), a Delaware corporation, through a share exchange. The
Company, located in Research Triangle Park, North Carolina, is a provider of
advanced semiconductor packaging solutions offering wafer-level and turn-key
die-level processing, engineering and design services to electronics
manufacturers.

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include
the accounts of the Company and its wholly owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in the consolidated
condensed financial statements. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with accounting
principles generally accepted in the United States have been condensed or
omitted. In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, considered necessary for a fair presentation, have
been included in the accompanying unaudited condensed consolidated financial
statements. Operating results for the periods presented are not necessarily
indicative of the results that may be expected for the full year.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
disclosures made in the accompanying notes to the financial statements. Actual
results could differ from those estimates.

REVENUE RECOGNITION

The Company derives revenues from services provided in connection with the
processing and packaging of its customers' semiconductor products. The Company
recognizes revenue when a purchase order has been executed, the price is fixed
and determinable, delivery of services has occurred and the products have been
shipped, and collection of the purchase order price is considered probable and
can be reasonably estimated.

                                       4
<PAGE>

                                  UNITIVE, INC.

   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable, capital lease obligations,
notes payable to stockholders, and long-term debt. In management's opinion, the
carrying amounts of these financial instruments approximate their fair values at
June 30, 2004.

INVENTORY

Inventories are carried at the lower of cost or market using the first-in,
first-out ("FIFO") method. Inventory consists primarily of raw materials.

RESEARCH AND DEVELOPMENT

Research and development expenses are charged to operations as incurred.
Research and development expenses include direct costs and allocated salaries,
employee benefits and applicable indirect costs.

EQUIPMENT AND FURNITURE

Equipment and furniture is stated at cost. Depreciation is computed using the
straight-line method based on the estimated useful lives of the respective
assets. Depreciation expense for the six months ended June 30, 2004 and 2003
totaled $1,303 and $1,326, respectively. Expenditures for maintenance and
repairs are charged to operations; major expenditures for renewals and
betterments are capitalized and depreciated. Estimated useful lives are as
follows:

<TABLE>
<S>                                               <C>
Equipment                                         3 to 5 years

Leasehold improvements                            3 years

Furniture and fixtures                            5 years
</TABLE>

                                       5
<PAGE>

                                  UNITIVE, INC.
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

INTELLECTUAL PROPERTY RIGHTS

Intellectual property rights are capitalized and amortized over the estimated
useful life of the licensed technologies. Amortization is calculated based upon
the number of units produced during the period as a percentage of the total
number of units expected to be produced using the licensed technology. The
Company recorded amortization expense of $436 and $167 related to its
intellectual property rights for the six months ended June 30, 2004 and 2003,
respectively.

Additionally, certain intellectual property rights are amortized based upon
annual revenue recognized to total expected revenue related to the intellectual
property. During 2004, the Company did not record amortization related to $1,071
of its intellectual property as no related revenue was recognized.

RESTRICTED CASH

During 2003, the Company entered into a new lease for its corporate office and
certain operations, which required the issuance of an irrevocable,
unconditional, standby letter of credit for $125. The restricted cash balance as
of June 30, 2004 includes a $125 certificate of deposit that secures this letter
of credit. At the option of the Company, the letter of credit may be reduced by
20% on each anniversary of the lease agreement.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.

                                       6
<PAGE>

                                  UNITIVE, INC.
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

STOCK-BASED COMPENSATION

The Company has adopted Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123"), which gives companies
the option to adopt the fair value method for expense recognition of employee
stock options and other stock-based awards or to account for such items using
the intrinsic value method as outlined under Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25") with pro forma
disclosures of net income (loss) as if the fair value method had been applied.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS 148"). SFAS No. 148 amends SFAS
No. 123, to require more prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
has elected to apply the provisions of APB 25 for stock option and other
stock-based awards. The following table illustrates the effect on net loss for
the six months ended June 30, 2004 and 2003 had the Company applied the fair
value recognition provisions of SFAS 123 for its option grants to employees:

<TABLE>
<CAPTION>
                                                                                  JUNE 30, 2004                JUNE 30, 2003
                                                                                  -------------                -------------
<S>                                                                               <C>                          <C>
Net loss, as reported                                                                $(5,006)                     $(4,360)
Deduct total stock-based employee compensation expense determined
 under the fair value based method for all awards, net                                   (39)                         (38)
                                                                                     ------------------------------------
Pro forma loss                                                                       $(5,045)                     $(4,398)
                                                                                     ====================================
</TABLE>

The Company computes fair value for employee stock options using the minimum
value option-pricing model. The assumptions used in this model to estimate fair
value and the resulting values are as follows:

<TABLE>
<CAPTION>
                                       JUNE 30, 2004               JUNE 30, 2003
                                       -----------------------------------------
<S>                                    <C>                         <C>
Expected dividend yield                      -                           -
Risk-free interest rate                    3.6%                        2.1%
Expected life (in years)                     4                           4
</TABLE>

                                       7
<PAGE>

                                  UNITIVE, INC.
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(CONTINUED)

INVESTMENT IN UNITIVE SEMICONDUCTOR TAIWAN CORPORATION

The Company's investment in Unitive Semiconductor Taiwan Corporation ("USTC") is
accounted for using the equity method, as prescribed by APB Opinion No. 18, "The
Equity Method of Accounting for Investments in Common Stock" ("APB 18") since
the Company is able to exert influence through its collaborative services
agreement and representation on the USTC board of directors. The Company's
ownership percentage at June 30, 2004 was approximately 18.4%. USTC provides
semiconductor processing services in Taiwan. The Company recorded a loss of $190
and $682 for the six months ending June 30, 2004 and 2003, respectively, in
accordance with the requirements of APB 18 for its share of the losses incurred
by USTC. As of June 30, 2004, the Company's investment in USTC had been written
down to zero since its share of USTC losses had exceeded the carrying value of
the investment. The Company does not have any requirements to fund future
obligations of USTC.

INCOME TAXES

The Company accounts for income taxes in accordance with SFAS 109, "Accounting
for Income Taxes" ("SFAS 109"). Under SFAS 109, deferred income tax assets and
liabilities are computed for differences between the financial statement and tax
bases of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized. The Company has no current
provision for income taxes. Due to the history of losses by the Company,
management has determined that a valuation allowance is needed to reduce the net
deferred tax asset to zero.

2. ACCRUED EXPENSES

Accrued expenses consist of the following at June 30, 2004:

<TABLE>
<S>                                                                                                    <C>
Accrued compensation and benefits                                                                      $  211
Accrued property taxes                                                                                    137
Accrued legal and professional fees                                                                        35
Other accrued expenses                                                                                    262
                                                                                                       ------
Accrued expenses                                                                                       $  645
                                                                                                       ======
</TABLE>

                                       8
<PAGE>

                                  UNITIVE, INC.
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

3. NOTES PAYABLE TO STOCKHOLDERS

In October 2002, the Company executed a promissory note for $440 with a
stockholder in lieu of paying facility rent. The note was unsecured and accrued
interest at a rate of 7.5% annually. During November 2003, the Company
negotiated a new promissory note with this stockholder for $440 in exchange for
the outstanding balance of the previous promissory note of $277, which included
accrued interest of $31, and as consideration for $163 of unpaid rent. The
promissory note is unsecured and bears interest at the rate of 7.5% annually. As
of June 30, 2004, the outstanding principal balance of the promissory note was
$340, of which $223 is due by June 30, 2005.

In October 2002, the Company executed a promissory note for $462 with another
stockholder in lieu of paying certain management expenses. The note was
unsecured and accrued interest at a rate of 7.5% annually. During November 2003,
the Company negotiated a new promissory note for $500 in exchange for the
outstanding balance of the previous promissory note of $240, which included
accrued interest of $20, and as consideration for outstanding payables of $260
related to management expenses. The promissory note is unsecured and bears
interest at the rate of 7.5% annually. As of June 30, 2004, the outstanding
principal balance of the promissory note was $387, of which $253 is due by June
30, 2005.

4. LONG-TERM DEBT

In November 2003, the Company entered into a loan and security agreement (the
"Loan Agreement") with two lenders that provides up to $6,000 of financing.
Borrowings under the Loan Agreement will be evidenced by promissory notes that
bear interest at a rate equal to the interest rate of the three-year treasury
note at the time of funding, plus 740 basis points. The Company may prepay the
outstanding balance of the promissory notes in whole by giving thirty days
written notice to the lenders. However, the Company will be required to pay a
premium of 5%, 3%, or 1% if any of the borrowings are prepaid during the first
twelve, twenty-four, or thirty-six month period, respectively. The obligations
under the Loan Agreement are secured by substantially all of the assets of the
Company. The terms of the Loan Agreement permit the Company to incur additional
indebtedness of up to $1,000, provided that such indebtedness is used for the
financing of capital expenditures and may be secured with only the equipment
purchased.

As of June 30, 2004, the Company had issued promissory notes totaling $4,000 to
the two lenders. The actual proceeds remitted to the Company were $3,872, which
excluded the first month's principal and interest payments. The weighted average
interest rate of the promissory notes is approximately 9.8%. The terms of the
Loan Agreement require that the Company make a terminal payment equal to 5.5% of
the original principal amount of the promissory notes on the maturity date. This
terminal payment is in addition to the repayment of the full principal amount of
the notes. The Company is accruing the terminal payment amount related to the
outstanding notes with a corresponding charge to interest expense over the term
of the promissory notes. The Company issued an additional $1,000 subsequent to
June 30, 2004 under this Loan Agreement (see Note 7).

In connection with the Loan Agreement, the Company issued 300,000 warrants to
purchase Series A-1 preferred stock at an exercise price of $0.20 per share to
the two lenders. The warrants expire in 2013. The Company recorded the 300,000
warrants at their estimated fair value of $55 as a discount on the debt, which
is being amortized to interest expense over the term of the promissory notes.
The Company determined the fair value of the warrants using the Black-Scholes
valuation model.

                                       9
<PAGE>

                                  UNITIVE, INC.
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

4. LONG-TERM DEBT (CONTINUED)

The borrowings under the promissory notes outstanding as of June 30, 2004 are
payable in full by December 31, 2006. Future minimum principal payments as of
June 30, 2004 are as follows:

<TABLE>
<S>                                                                                           <C>
July 1, 2004 - June 30, 2005                                                                  $  1,261

July 1, 2005 - June 30, 2006                                                                     1,390

After June 30, 2006                                                                                903
                                                                                              --------
Total minimum principal payments                                                                 3,554
                                                                                              --------
Less unamortized debt discount                                                                     (52)

Less unamortized terminal payments                                                                (180)

Less current portion                                                                            (1,261)
                                                                                              --------
Long-term portion                                                                             $  2,061
                                                                                              ========
</TABLE>

5. LEASE COMMITMENTS

The Company leases manufacturing equipment and a telephone system with an
aggregate cost of approximately $6,163 at June 30, 2004, under capital lease
arrangements which expire at various dates through 2005. Certain leases contain
renewal provisions and escalation clauses. Amortization of assets under capital
leases is included in depreciation and amortization expense.

Future minimum lease payments, by period and in the aggregate, under capital
leases with initial terms of one year or more at June 30, 2004 are as follows:

<TABLE>
<CAPTION>
                                                  CAPITAL LEASES
                                                  --------------
<S>                                               <C>
July 1, 2004 - June 30, 2005                        $   1,124

July 1, 2005 - June 30, 2006                              292
                                                    ---------
Total minimum lease payments                            1,416

Less amount representing interest                        (188)
                                                    ---------
Present value of net minimum lease payments             1,228

Less unamortized debt discount                            (18)

Less current portion                                   (1,185)
                                                    ---------
Long-term portion                                   $      25
                                                    =========
</TABLE>

                                       10
<PAGE>

                                  UNITIVE, INC.
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

6. RELATED PARTY TRANSACTIONS

During 2004, the Company entered into several transactions with one of its
stockholders. These transactions involved leasing certain facilities from the
stockholder and contracts for certain services to be provided by the stockholder
to the Company. Additionally, the transactions included certain utility costs,
clean room costs and other related expenses. Below are the approximate amounts
related to these transactions for the six months ended June 30, 2004.

<TABLE>
<S>                                                                                                      <C>
Rent expense                                                                                             $   510

Research and development costs                                                                                13

Utilities and other expenses                                                                                 210

Clean room and other related expenses                                                                        189

Interest on note payable (Note 3)                                                                             16
</TABLE>

At June 30, 2004, the Company owed the stockholder approximately $33, related to
these activities. These amounts are included in accounts payable and accrued
expenses. The Company also owes this stockholder amounts under a note payable
agreement (See Note 3).

The Company had accounts receivable of approximately $166 due from USTC as of
June 30, 2004, which have been reflected within accounts receivable in the
accompanying balance sheet. The Company owed approximately $18 to USTC in
connection with amounts collected on behalf of USTC but not remitted as of June
30, 2004. These balances have been reflected as due to affiliate in the
accompanying balance sheet.

STOCKHOLDERS' NOTES RECEIVABLE

In consideration for the issuance of the Company's Series B preferred stock,
various key employees executed promissory notes in January 2001, in the
principal amount of $420 and are included in Stockholders' Equity. The notes
bear interest at the rate of 6.5% per annum and are due and payable five years
from the date of issuance. The notes are full recourse, and in addition, each of
the individuals has pledged the common stock as collateral to secure the
obligations under the notes.

During March 2004, the Board of Directors of the Company amended the promissory
notes to provide for the forgiveness of the outstanding principle balance and
accrued interest upon a change in control, as defined. Upon cancellation of the
promissory notes, the holders must remit the shares of common stock pledged as
collateral to the Company. In connection with this amendment, the Company
recorded compensation expense of $420 within general and administrative expenses
in the accompanying statement of operations for the six-month period ended June
30, 2004.

                                       11
<PAGE>

                                  UNITIVE, INC.
   NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                  JUNE 30, 2004
                             (DOLLARS IN THOUSANDS)

7. 2004 EQUITY INCENTIVE PLAN

During March 2004, the Board of Directors of the Company approved the 2004
Equity Incentive Plan (the "2004 Plan"). Pursuant to the 2004 Plan, during
March, June and July 2004, the Company issued an aggregate 5,000,000 options to
purchase Series A-1 preferred stock at a exercise price of $0.10 per share,
3,000,000 options to purchase Series A-3 preferred stock at an exercise price of
$0.01 per share, and 4,000,000 options to purchase 4,000,000 shares of common
stock at an exercise price of $0.01 per share. The options generally vest over a
period of 4 years. However, the vesting is subject to acceleration upon a change
in control, as defined in the 2004 Plan. In connection with the issuance of
these options, the Company measured compensation expense of $1,456, of which $91
was recorded within general and administrative expenses in the accompanying
statement of operations for the six-month period ended June 30, 2004.

8. SUBSEQUENT EVENTS

On August 19, 2004, Amkor Technology, Inc. purchased approximately 93.0% of the
capital stock of the Company at a purchase price of $28,000,000. The selling
stockholders of the Company are also entitled to receive additional
consideration of up to $55,000,000. The additional consideration will be
determined based on a formula set forth in the Stock Purchase Agreement that
includes a final determination of the Company's EBITDA, as defined, for the
nine-month period ended March 31, 2005.

On August 19, 2004, the Company issued a promissory note totaling $1,000,000 in
connection with the Loan Agreement executed in November 2003 (see Note 4) in
order to finance certain capital expenditures. The terms of the promissory note
are substantially the same as the promissory notes outstanding at December 31,
2003 under the Loan Agreement. On October 27, 2004 the Company repaid $4.3
million in cash consideration for all outstanding related to the promissory
notes under the Loan Agreement, which included accrued interest and early
payment fees. The funding for the payment of these promissory notes was provided
by Amkor.

As is typical in the semiconductor and other high technology industries, from
time to time, others may in the future assert, that the Company's products or
manufacturing processes infringe on their intellectual property rights.
Subsequent to year-end, the Company received correspondence from a third party
indicating that a potential unasserted claim may exist related to the use of
certain intellectual property. In the opinion of management, if a legal claim is
made in the future, the Company would vigorously defend itself or would likely
prevail. However, no assurance can be given to the outcome of any potential
future litigation.

                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.5
<SEQUENCE>5
<FILENAME>w68064exv99w5.txt
<DESCRIPTION>UNAUDITED BALANCE SHEET OF UNITIVE SEMICONDUCTOR TAIWAN CORPORATION AS OF JUNE 30, 2004
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.5

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                         UNAUDITED FINANCIAL STATEMENTS

                             JUNE 30, 2004 AND 2003

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                                 BALANCE SHEETS
                                   (UNAUDITED)

                             JUNE 30, 2004 AND 2003
      (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR PAR VALUE)

<TABLE>
<CAPTION>
                                                                         2004                  2003
<S>                                                                   <C>                   <C>
                                 ASSETS
CURRENT ASSETS:
        Cash and cash equivalents                                     $   105,285                18,515
        Short-term investments (note 3)                                    27,018               300,591
        Notes receivable                                                    3,833                     -
        Accounts receivable, net                                           39,819                12,516
        Accounts receivable - related parties (note 11)                     1,091                11,451
        Other financial assets - current                                      437                14,356
        Inventories, net (note 4)                                          18,114                12,936
        Prepaid expenses and other current assets                           5,349                 2,581
        Restricted assets (note 12)                                         5,050                10,700
                                                                      -----------           -----------
                      TOTAL CURRENT ASSETS                                205,996               383,646
                                                                      -----------           -----------

PROPERTY, PLANT AND EQUIPMENT (NOTES 5 AND 12):
        Cost:
             Land                                                         113,069               113,069
             Land improvements                                              3,081                 3,081
             Buildings                                                    346,795               308,289
             Machinery and equipment                                      829,196               606,193
             Computer equipment                                             7,171                10,986
             Transportation equipment                                       2,898                 2,898
             Furniture and fixtures                                         5,993                 6,776
             Leased assets                                                 34,195                32,426
             Other equipment                                                6,265                 3,141
                                                                      -----------           -----------
                                                                        1,348,663             1,086,859
        Less: accumulated depreciation                                   (467,654)             (309,682)
        Prepayments for purchases of machinery and equipment                1,651               170,888
                                                                      -----------           -----------
                      NET PROPERTY, PLANT AND EQUIPMENT                   882,660               948,065
                                                                      -----------           -----------

INTANGIBLE ASSETS:
        Patents (note 11)                                                  48,400                58,000
        Computer software                                                   2,007                 3,412
                                                                      -----------           -----------
                      TOTAL INTANGIBLE ASSETS                              50,407                61,412
                                                                      -----------           -----------

OTHER ASSETS
        Deferred tax assets (note 9)                                            -               154,210
        Others                                                              1,977                 1,891
                                                                      -----------           -----------
                      TOTAL OTHER ASSETS                                    1,977               156,101
                                                                      -----------           -----------
                      TOTAL ASSETS                                    $ 1,141,040             1,549,224
                                                                      ===========           ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                           BALANCE SHEETS (CONTINUED)
                                   (UNAUDITED)

                             JUNE 30, 2004 AND 2003
      (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS, EXCEPT FOR PAR VALUE)

<TABLE>
<CAPTION>
                                                                                     2004                   2003
<S>                                                                               <C>                   <C>
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
        Short-term debts (notes 6 and 12)                                         $   105,616               159,132
        Current portion of long-term debts (notes 7 and 12)                           154,655               133,922
        Notes payable                                                                  21,718                22,431
        Accounts payable                                                               11,908                 6,190
        Other notes payable                                                             2,695                 6,592
        Accrued expenses and other current liabilities (note 11)                       30,499                25,617
                                                                                  -----------           -----------
                      TOTAL CURRENT LIABILITIES                                       327,091               353,884
                                                                                  -----------           -----------

LONG-TERM LIABILITIES:
        Long-term debts (notes 7, 11 and 12)                                          455,953               351,328
        Obligations under capital lease                                                 1,498                 2,838
                                                                                  -----------           -----------
                      TOTAL LONG-TERM LIABILITIES                                     457,451               354,166
                                                                                  -----------           -----------

OTHER LIABILITIES:
        Accrued pension liabilities (note 8)                                            9,095                 6,255
                                                                                  -----------           -----------
                      TOTAL LIABILITIES                                               793,637               714,305
                                                                                  -----------           -----------

STOCKHOLDERS' EQUITY (NOTE 10):
        Common stock of $10 par value, authorized 140,000,000 shares
         and issued 130,000,000 shares in 2004                                      1,300,000             1,300,000
        Capital surplus                                                                60,000                60,000
        Accumulated deficit                                                        (1,012,597)             (525,081)
                                                                                  -----------           -----------
                      TOTAL STOCKHOLDERS' EQUITY                                      347,403               834,919
                                                                                  -----------           -----------
COMMITMENTS (NOTE 13)
                      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 1,141,040             1,549,224
                                                                                  ===========           ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

             FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2004 AND 2003
                 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

<TABLE>
<CAPTION>
                                                                                     2004                2003
<S>                                                                               <C>                 <C>
SALES (NOTE 11)                                                                   $ 104,120              31,856
LESS: SALES RETURNS AND ALLOWANCES                                                      204                   -
                                                                                  ---------           ---------
NET SALES                                                                           103,916              31,856
COST OF SALES (NOTES 8 AND 11)                                                      209,262             132,874
                                                                                  ---------           ---------
GROSS LOSS                                                                         (105,346)           (101,018)
                                                                                  ---------           ---------

OPERATING EXPENSES (NOTES 8 AND 11):
        Selling expenses                                                             11,584              14,507
        Administrative expenses                                                      23,594              30,331
        Research and development expenses                                            18,329              29,570
                                                                                  ---------           ---------
                                                                                     53,507              74,408
                                                                                  ---------           ---------
               OPERATING LOSS                                                      (158,853)           (175,426)
                                                                                  ---------           ---------
NON-OPERATING INCOME:
        Interest income                                                                 117                 193
        Gain on sale of property, plant and equipment                                    97                   -
        Gain on disposal of short-term investments                                    1,122               2,198
        Foreign exchange gain, net                                                       24                   -
        Other income                                                                 12,415               1,658
                                                                                  ---------           ---------
                                                                                     13,775               4,049
                                                                                  ---------           ---------
NON-OPERATING EXPENSE:
        Interest expense, net of capitalized interest expense of $754 in
          2003                                                                       12,442              13,378
        Loss on disposal of property, plant and equipment                               121                 359
        Foreign exchange loss, net                                                        -                 109
        Other expense                                                                     5                 613
                                                                                  ---------           ---------
                                                                                     12,568              14,459
                                                                                  ---------           ---------

LOSS BEFORE INCOME TAX                                                             (157,646)           (185,836)
INCOME TAX EXPENSE (NOTE 9)                                                        (181,509)             38,773
                                                                                  ---------           ---------
NET LOSS                                                                          $(339,155)           (147,063)
                                                                                  =========           =========
EARNING PER SHARE (NOTE 15)
BASIC                                                                             $   (2.61)              (1.13)
                                                                                  =========           =========
AVERAGE NUMBER OF SHARES (`000 SHARES) (NOTE 15)
BASIC                                                                             $ 130,000             130,000
                                                                                  =========           =========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

             FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2004 AND 2003
                 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

<TABLE>
<CAPTION>
                                                  NUMBER OF
                                                SHARES (`000      COMMON             CAPITAL           ACCUMULATED
                                                   SHARES)        STOCK              SURPLUS              DEFICIT       TOTAL
<S>                                             <C>             <C>                 <C>                <C>           <C>
BEGINNING BALANCE AS OF JANUARY 1, 2003             130,000     $1,300,000              60,000            (378,018)     981,982
Net loss for the six-month period
 ended June 30, 2004 and 2003                             -              -                   -            (147,063)    (147,063)
                                                 ----------     ----------          ----------          ----------   ----------
BALANCE AS OF JUNE 30, 2003                         130,000     $1,300,000              60,000            (525,081)     834,919
                                                 ==========     ==========          ==========          ==========   ==========
BEGINNING BALANCE AS OF JANUARY 1, 2004             130,000     $1,300,000              60,000            (673,442)     686,558
Net loss for the six-month period
 ended June 30, 2004 and 2004                             -              -                   -            (339,155)    (339,155)
                                                 ----------     ----------          ----------          ----------   ----------
BALANCE AS OF JUNE 30, 2004                         130,000     $1,300,000              60,000          (1,012,597)     347,403
                                                 ==========     ==========          ==========          ==========   ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

             FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2004 AND 2003
                 (EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS)

<TABLE>
<CAPTION>
                                                                                                   2004                 2003
<S>                                                                                              <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
        Net loss                                                                                 $(339,155)           (147,063)
        Adjustments to reconcile net loss to net cash used in operating activities:
               Depreciation                                                                         86,834              71,986
               Amortization                                                                          5,914               7,022
               Recovery of provision for obsolescence and decline in value of inventory             (1,989)                526
               Gain on disposal of short-term investments                                           (1,122)             (2,198)
               Gain on sale of property, plant and equipment                                           (97)                  -
               Loss on disposal of property, plant and equipment                                       121                 359
               Decrease (increase) in notes receivable and accounts receivable                      (9,767)             12,987
               Decrease (increase) in inventories                                                   (5,749)              3,363
               Decrease (increase) in other financial assets-current                                   214             (12,693)
               Decrease in prepaid expenses and other current assets                                 1,008               5,170
               Decrease (increase) in net deferred tax assets                                      181,509             (38,773)
               Increase (decrease) in notes payable and accounts payable                             3,344              (6,289)
               Decrease in accrued expenses and other current liabilities                           (5,437)             (6,120)
               Increase in accrued pension liabilities                                               1,388               1,464
                                                                                                 ---------           ---------
                        NET CASH USED IN OPERATING ACTIVITIES                                      (82,984)           (110,259)
                                                                                                 ---------           ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Decrease (increase) in short-term investments                                              (89,000)            220,904
        Disposal of short-term investments                                                         110,556                   -
        Acquisitions of property, plant and equipment                                              (60,848)           (143,077)
        Proceeds from sale of property, plant and equipment                                            200                   -
        Increase in intangible assets                                                                 (471)             (1,073)
        Increase in other assets                                                                      (295)               (729)
                                                                                                 ---------           ---------
                        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                        (39,858)             76,025
                                                                                                 ---------           ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Decrease in restricted assets                                                                7,650               7,800
        Increase (decrease) in short-term debts                                                       (888)             21,671
        Increase in long-term debts                                                                259,280              21,000
        Repayment of long-term debts                                                               (70,365)            (65,450)
                                                                                                 ---------           ---------
                        NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                        195,677             (14,979)
                                                                                                 ---------           ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                72,835             (49,213)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                      32,450              67,728
                                                                                                 ---------           ---------
CASH AND CASH EQUIVALENTS AT JUNE 30                                                             $ 105,285              18,515
                                                                                                 =========           =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
        Cash paid for interest                                                                   $  11,920              13,415
                                                                                                 =========           =========
        Cash paid for income tax                                                                 $      11                  20
                                                                                                 =========           =========

SUPPLEMENTAL DISCLOSURES OF INVESTING AND FINANCING ACTIVITIES:
        Cash paid for acquisitions of property, plant and equipment:
             Total acquisitions                                                                  $  60,239             125,323
             Net increase in payable to equipment suppliers                                            609              17,754
                                                                                                 ---------           ---------
                                                                                                 $  60,848             143,077
                                                                                                 =========           =========
        Current portion of long-term debts                                                       $ 154,655             133,922
                                                                                                 =========           =========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

                             JUNE 30, 2004 AND 2003
           (ALL AMOUNTS EXPRESSED IN THOUSANDS OF NEW TAIWAN DOLLARS,
                          UNLESS OTHERWISE SPECIFIED)

(1)   ORGANIZATION AND OPERATIONS

      Unitive Semiconductor Taiwan Corp. (the Company) was incorporated on June
      30, 1999, as a company limited by shares under the laws of the Republic of
      China and approved as a Foreign Investment Approved Company in accordance
      with the Statute for Investment by Foreign Nationals. The Company's
      approved foreign capital investment and related earnings are eligible for
      repatriation.

      The Company is a bumping house that focuses on providing solder bumping
      and gold bumping services in the wafer level that advanced packing
      industries. With the solder bumping technology, the Company bumps wafers
      using electro-plated solder to connect I/O pads and substrate for flip
      chip assembly. The Company is capable of providing both 8 inch and 12 inch
      with best solder bumping services and also cooperates with world-class
      assembly houses to provide turnkey solutions to its customers. The Company
      also develops its own gold bumping technology to serve mainly in the field
      of LCD/PDP driver IC's packaging. The Company with its high quality gold
      bumping references is the main partner of the worldwide major players in
      this field.

      To achieve the goal of world-leading production and permanent operation,
      the Company focuses on providing the solder bumping and gold bumping
      service to worldwide IDMs, fables IC design houses, foundry fabs and
      assembly houses. The Company continuously improves its bumping process and
      enhances production capability through research and innovation to satisfy
      its customers.

      As of June 30, 2004, the number of the Company's employees was 193.

(2)   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      The interim financial statements as of and for the six-month ended June
      30, 2004 and 2003, and notes thereto, are unaudited. These statements
      include all adjustments (consisting of normal recurring accruals) that we
      considered necessary to present a fair statements of the results of
      operations, financial position and cash flows. The results reported in
      these interim financial statements should not be regarded as necessarily
      indicative of the results that can be expected for the entire year.

      The Company prepares the accompanying financial statements in conformity
      with accounting principles generally accepted in the ROC. The preparation
      of the financial statements is based on historical cost.

                                                                     (Continued)

<PAGE>

                                       2

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      A summary of significant accounting policies used in preparing such
      financial statements is as below.

      1)    Foreign currency transactions

            The Company maintains its books in New Taiwan dollars.

            Foreign currency transactions, except for forward contracts, are
            recorded at the exchange rates prevailing on the transaction dates.
            Assets and liabilities denominated in foreign currencies are
            revalued at the exchange rate prevailing on the balance sheet date.
            The resulting exchange gains or losses are recorded as non-operating
            income or expense.

      2)    Cash equivalents

            Cash equivalents represent all highly liquid short-term debt
            instruments, such as bonds purchased under agreements to resell with
            the original maturity of three months or less, and other highly
            liquid investments with insignificant interest rate risk.

      3)    Short-term investments

            Short-term investments are the receipt of trust funds invested in
            the bond market and are stated at the lower of cost or market
            method. Market value is determined based on the net value of the
            fund at the balance sheet date, and any unrealized loss is charged
            to current year's operation. Cost is determined based on the
            weighted-average method.

      4)    Inventories

            Inventories are stated at the lower of cost or market value. Cost is
            determined using the monthly weighted-average method. Market value
            is determined according to net realizable value.

      5)    Property, plant and equipment, and related depreciation

            Property, plant and equipment are stated at acquisition cost.
            Interest cost incurred in connection with the acquisition of
            property, plant and equipment is capitalized as part of the cost of
            the related assets. Gain or loss on disposal of property, plant and
            equipment is recorded as non-operating income or expenses.

            Except for land, depreciation is provided for on a straight-line
            basis over the estimated useful lives of the respective assets.

                                                                     (Continued)

<PAGE>

                                       3

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

            The estimated useful lives of property, plant and equipment are as
            follows:

<TABLE>
<S>                               <C>
Land improvements                      3 years
Buildings                         3 ~ 25 years
Machinery and equipment            2 ~ 5 years
Computer equipment                     3 years
Transportation equipment           3 ~ 5 years
Furniture and fixtures             3 ~ 5 years
Leased assets                          5 years
Other equipment                    3 ~ 5 years
</TABLE>

      6)    Intangible assets

            Computer software and patents are stated at acquisition cost.
            Amortization is provided for using straight-line method over the
            estimated useful lives of the assets.

      7)    Retirement plan

            In March 2001, the Company established an employee retirement plan
            providing for lump-sum retirement benefits to all full-time
            employees who meet retirement requirements. The pension payment is
            calculated based on the number of service years. The Company has
            made monthly deposits equal to an approved percentage of employees'
            total salaries in the Central Trust of China since March 2001 in
            accordance with the ROC Labor Standards Law. Actual benefits paid
            are made out of the fund.

            The Company adopted Statement of Financial Accounting Standards
            (SFAS) No. 18, "Accounting for Pensions". The end of each fiscal
            year is used as the measurement date for the actuarial assessment. A
            minimum pension liability is recognized when the accumulated benefit
            obligation exceeds the fair value of plan assets. In accordance with
            SFAS No. 18, the Company recognizes net pension cost every year.

      8)    Recognition of revenue

            Revenue is recognized after the completion of production processes
            and shipment.

                                                                     (Continued)

<PAGE>

                                       4

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      9)    Income tax

            The Company's income tax is estimated based on the accounting
            income. Deferred tax assets and liabilities are determined based on
            temporary differences between the financial reporting and tax basis
            of assets and liabilities, and are measured by applying the
            effective tax rates for the taxable years in which those temporary
            differences are expected to reverse. Deferred tax liabilities are
            recognized for the future tax consequences attributable to taxable
            temporary differences, and deferred tax assets are recognized for
            the future tax consequences attributable to deductible temporary
            difference, loss carryforwards, and investment tax credits, with the
            measurement of deferred tax assets being reduced by estimated
            amounts of tax benefits not likely to be realized, based on, among
            other considerations, forecasts of future taxable income.

            Deferred tax assets and liabilities are classified as current or
            noncurrent based on the classification of the related liabilities or
            assets for financial reporting. Deferred tax assets and liabilities
            that are not related to a liability or asset for financial reporting
            are classified according to the expected reversal date of the
            temporary differences.

            The 10% surtax on unappropriated earnings is recorded as expense on
            the date the stockholders resolve the distribution of earnings.

(3)   SHORT-TERM INVESTMENTS

      As of June 30, 2004 and 2003, the details of investments were as follows:

<TABLE>
<CAPTION>
                   2004            2003
<S>              <C>             <C>
Bond fund        $ 27,018        300,591
                 ========        =======
</TABLE>

      The bond fund acquired by the Company was of low risk and provided fixed
      return. As of June 30, 2004 and 2003, the bond fund was stated at cost and
      the related market price was $27,143 and $303,368.

                                                                     (Continued)
<PAGE>

                                       5

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

(4)   INVENTORIES

      As of June 30, 2004 and 2003, the details of inventories were as follows:

<TABLE>
<CAPTION>
                                      2004             2003
<S>                                 <C>              <C>
Raw materials                       $13,468            5,701
Supplies and spare parts              6,340            6,948
Work in process                       3,979            2,046
Finished goods                        1,472              393
                                    -------          -------
                                     25,259           15,088
Less: provision for losses            7,145            2,152
                                    -------          -------
                                    $18,114           12,936
                                    =======          =======
</TABLE>

      The insurance coverage on inventories as of June 30, 2004 and 2003 was
      both $60,000.

(5)   PROPERTY, PLANT AND EQUIPMENT

      The Company leased a computer system under capital lease effective July
      2000. The lease period is 4 years. Upon expiration of the lease, the
      ownership of the assets is transferred to the Company without any
      limitation.

      As of June 30, 2004 and 2003, the details of obligations under capital
      lease were as follows:

<TABLE>
<CAPTION>
                                          2004            2003
<S>                                      <C>             <C>
Obligations under capital lease          $    -           9,430
Less: current portion                         -           6,592
                                         ------          ------
                                         $    -           2,838
                                         ======          ======
</TABLE>

      As of June 30, 2004, and 2003, the leased assets were included in
      property, plant and equipment. The current portion of obligations under
      capital lease is included in other notes payable. The noncurrent portion
      is included in obligations under capital lease in the accompanying
      financial statements.

      The capitalized interest expense for purchasing machinery and equipment
      amounted to $754 for the six-month period ended June 30, 2003. The annual
      interest rate for the capitalized interest expense ranged from 1.82% to
      8.00%. There was no capitalized interest expense for the six-month period
      ended June 30, 2004.

                                                                     (Continued)

<PAGE>

                                       6

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      The insurance coverage for property, plant and equipment as of June 30,
      2004 and 2003 was $1,173,000 and $1,175,092, respectively.

(6)   SHORT-TERM DEBTS

      As of June 30, 2004 and 2003, the details of short-term debts were as
      follows:

<TABLE>
<CAPTION>
                                      2004              2003
<S>                                 <C>               <C>
Unsecured short-term debts          $ 74,794            50,000
Usance letters of credit              30,822           109,132
                                    --------          --------
                                    $105,616           159,132
                                    ========          ========
</TABLE>

      The annual interest rate for the unsecured short-term debts ranged from
      1.48% to 2.89% and 1.85% to 2.00% for the six-month periods ended June 30,
      2004 and 2003, respectively. The annual interest rate for the usance
      letters of credit ranged from 0.66% to 8.00% and 0.66% to 8.00 for the
      six-month periods ended June 30, 2004 and 2003, respectively. All the
      short-term debts mentioned are due in one year. As of June 30, 2004 and
      2003, unused lines of credit amounted to approximately $122,482 and
      $353,940, respectively.

(7)   LONG-TERM DEBTS

      As of June 30, 2004 and 2003, the details of long-term debts were as
      follows:

<TABLE>
<CAPTION>
                                  PERIOD OF                         PAYMENT                INTEREST
  BANK         DESCRIPTION          LOAN                            PERIOD                   RATE         2004          2003
<S>            <C>               <C>                      <C>                             <C>          <C>            <C>
Hua Nan        Secured by        2000.12.28~              Repayment of principal            2004:      $   135,690    226,150
Commercial     machinery         2005.12.28               is in 16 quarterly                5.715%
Bank                                                      installments. The                 2003:
                                                          Company repaid                    5.715%~
                                                          principal amounting to            5.865%
                                                          23,415 and $12,000 in
                                                          January and
                                                          March 2002,
                                                          respectively. The
                                                          remaining principal
                                                          after March 2002 is
                                                          payable in 15 quarterly
                                                          installments.

Hua Nan        Secured by        2000.11.3~               Repayment of principal            2004:          121,860    140,620
Commercial     land and          2010.11.3                is in 32 quarterly                 3.70%
Bank           buildings                                  installments beginning            2003:
                                                          from February 2003.               4.125%~
                                                                                            4.625%
</TABLE>

                                                                     (Continued)

<PAGE>

                                       7

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                 PERIOD OF                         PAYMENT                INTEREST
  BANK         DESCRIPTION          LOAN                            PERIOD                   RATE         2004          2003
<S>            <C>               <C>                      <C>                             <C>          <C>            <C>
Hua Nan        Secured by        2000.11.3~               Repayment of principal            2004:      $    75,800     97,480
Commercial     machinery         2007.11.3                is in 24 quarterly                 3.70%
Bank                                                      installments beginning            2003:
                                                          from February 2002.               4.125%~
                                                                                            4.625%

Hua Nan        Secured by        2003.03.12~              Repayment of principal            2004:           10,312     11,000
Commercial     machinery         2008.03.12               is in 16 quarterly                 4.00%
Bank                                                      installments beginning            2003:
                                                          from April 2004.                  4.185%

Shanghai       Credit debts      2003.06.05~              Repayment of principal            2004:            7,666     10,000
Commercial                       2007.06.05               and interest is in 48               4.5%
Bank                                                      monthly installments              2003:
                                                          beginning from July                 4.5%
                                                          2003.

Hua Nan        Secured by        2004.4.15~               Repayment of principal            2004:          139,000          -
Commercial     machinery         2009.1.15                and interest is in 16              4.00%
Bank                                                      monthly installments
                                                          beginning from January 2005.

Hua Nan        Secured by        2004.4.15~               Repayment of principal            2004:           19,000          -
Commercial     machinery         2009.1.15                and interest is in 16              4.00%
 Bank                                                     monthly installments
                                                          beginning from April
                                                          2005.

Amkor          Secured by        2004.6.8~                Payment of interest is            2004:          101,280          -
Technology     stock of the      2009.6.8                 made semiannually                  5.71%
Inc.           Company                                    beginning from
               held by                                    December 2004;
               shareholders                               repayment of principal
                                                          is on the maturity date
                                                          or upon termination of
                                                          the agreement
                                                                                                       -----------    -------
                                                                                                           610,608    485,250
Less: current portion of long-term debts                                                                   154,655    133,922
                                                                                                       -----------    -------
                                                                                                       $   455,953    351,328
                                                                                                       ===========    =======
</TABLE>

                                                                     (Continued)

<PAGE>

                                       8

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      The Company's long-term debt balances due on the five years following June
      30, 2004, are as follows:

<TABLE>
<CAPTION>
           YEAR                        AMOUNT
<S>                                   <C>
July 1, 2004 ~ June 30, 2005          $154,655
July 1, 2005 ~ June 30, 2006           130,478
July 1, 2006 ~ June 30, 2007            85,365
July 1, 2007 ~ June 30, 2008            71,086
After July 1, 2008                     169,024
                                      --------
                                      $610,608
                                      ========
</TABLE>

(8)   PENSION

      The Company has made monthly deposits equal to 2% of employees' total
      salaries in the Central Trust of China. As of June 30, 2004 and 2003, the
      balance of the deposits was $5,118 and $3,452, respectively.

      For the six-month periods ended June 30, 2004 and 2003, the Company
      recognized net pension cost of $2,177 and $2,268, respectively.

(9)   INCOME TAX

      The Company's income tax is subject to a maximum income tax rate of 25%.
      The current statutory tax rate is 25%. For the six-month periods ended
      June 30, 2004 and 2003, the components of income tax expense (benefit)
      were as follows:

<TABLE>
<CAPTION>
                                                 2004              2003
<S>                                            <C>               <C>
Current income tax                             $      -                 -
Deferred income tax expense (benefit)           181,509           (38,773)
                                               --------          --------
Income tax expense (benefit)                   $181,509           (38,773)
                                               ========          ========
</TABLE>

                                                                     (Continued)

<PAGE>

                                       9

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      For the six-month period ended June 30, 2004 and 2003, the differences
      between "expected" income tax at the statutory income tax rate, and
      effective income tax expense (benefit) as reported in the accompanying
      financial statements, were as follows:

<TABLE>
<CAPTION>
                                                                   2004                2003
<S>                                                             <C>                 <C>
Expected income tax benefit                                     $ (39,411)            (46,459)
Gain on disposal of investments                                      (280)               (549)
Investment tax credits and R&D expense tax credits                 (8,891)            (51,375)
Change in estimate of prior years' deferred tax assets             36,396               1,391
Others                                                                 85                  60
Valuation allowance for deferred tax assets                       193,610              58,159
                                                                ---------           ---------
Actual income tax expense (benefit)                             $ 181,509             (38,773)
                                                                =========           =========
</TABLE>

      For the six-month periods ended June 30, 2004 and 2003, the components of
      the Company's deferred income tax expense (benefit) were as follows:

<TABLE>
<CAPTION>
                                                                                     2004              2003
<S>                                                                                <C>               <C>
Deferred tax benefit (exclusive of the effects of other components below)          $     -            (38,773)
Increase in beginning-of-the-year balance of the valuation
 allowance for deferred tax assets                                                  181,509                 -
                                                                                   --------          --------
Total deferred tax expense (benefit)                                               $181,509           (38,773)
                                                                                   ========          ========
</TABLE>

      The deferred tax assets as of June 30, 2004 and 2003, were as follows:

<TABLE>
<CAPTION>
                                                             2004                2003
<S>                                                        <C>                 <C>
Current:
       Deferred tax assets                                 $   1,786                   -
       Less: valuation allowance                              (1,786)                  -
                                                           ---------           ---------
           Net deferred tax assets                         $       -                   -
                                                           =========           =========
Noncurrent:
       Deferred tax assets                                 $ 468,911             385,524
       Less: valuation allowance                            (468,911)           (231,314)
                                                           ---------           ---------
           Net noncurrent deferred tax assets              $       -             154,210
                                                           =========           =========
Total deferred tax assets                                  $ 470,697             385,524
                                                           =========           =========
Total valuation allowance for deferred tax assets          $ 470,697             231,314
                                                           =========           =========
</TABLE>

                                                                     (Continued)

<PAGE>

                                       10

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      The components of deferred tax assets as of June 30, 2004 and 2003, were
      as follows:

<TABLE>
<CAPTION>
                                                 2004                 2003
<S>                                            <C>                 <C>
Deferred tax assets:
       Loss carryforwards                      $ 303,337             223,912
       Investment tax credits and R&D
        expense tax credits                      162,892             159,176
       Inventories                                 1,786                   -
       Accrued employee benefits                     275                 875
       Accrued pension liabilities                 2,274               1,561
       Other                                         133                   -
                                               ---------           ---------
                                                 470,697             385,524
       Less: valuation allowance                (470,697)           (231,314)
                                               ---------           ---------
       Net deferred tax assets                 $       -             154,210
                                               =========           =========
</TABLE>

      In accordance with the ROC Income Tax Law, the Company's losses for tax
      purposes, as assessed by the tax authorities, can be carried forward to
      offset any future taxable income for a period of five years. As of June
      30, 2004, the Company's total loss carryforward amounts and their expiry
      dates were as follows:

<TABLE>
<CAPTION>
                                        YEAR OF
YEAR OF LOSS   AMOUNT                 EXPIRATION
<S>           <C>                     <C>
1999          $   23,510                  2004
2000             176,576                  2005
2001             278,257                  2006
2002             224,324                  2007
2003             352,087                  2008
2004             158,592                  2009
              ----------
              $1,213,346
              ==========
</TABLE>

                                                                     (Continued)

<PAGE>

                                       11

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      Pursuant to the ROC Statute for Upgrading Industries, the Company's unused
      investment tax credit for the purchase of automation equipment and R&D
      expense tax credit as of June 30, 2004 and 2003, were as follows:

<TABLE>
<CAPTION>
YEAR           AMOUNT           YEAR OF EXPIRATION
<S>           <C>               <C>
2000          $  7,054                 2004
2001             5,669                 2005
2002           102,074                 2006
2003            39,204                 2007
2004             8,891                 2008
              --------
              $162,892
              ========
</TABLE>

      The ROC income tax authorities have assessed the Company's income tax
      returns for all years through 1999.

      In assessing the realizability of deferred tax assets, the management
      considers whether it is more likely than not that some portion or all of
      the deferred tax assets will not be realized. The ultimate realization of
      deferred tax assets is dependent upon the generation of future taxable
      income during the period in which those temporary differences become
      deductible. Management considers the scheduled reversal of deferred tax
      liabilities, projected future taxable income, and tax planning strategies
      in making this assessment.

      In order to fully realize the deferred tax asset, as of June 30, 2004 and
      2003, the Company will need to generate future taxable income of
      approximately $1,882,788 and $1,542,096 prior to the expiration of the net
      operating loss carryforward in 2007 and 2006, and investment tax credits
      in 2008 and 2007, respectively. Based upon the level of historical taxable
      income and projections for future taxable income over the periods in which
      the deferred tax assets are deductible, management believes it is more
      likely than not that the Company will not realize $1,882,788 and $925,256
      of benefits of these deductible differences at June 30, 2004 and 2003,
      respectively.

(10)  STOCKHOLDERS' EQUITY

      1)    Capital surplus

            The ROC Company Law prescribes that capital surplus should be used
            to offset an accumulated deficit before utilizing realized capital
            surplus to increase issued share capital.

            The realized capital surplus includes the amount in excess of the
            par value of common stock issued and any amounts donated to the
            Company. The amount to be capitalized cannot exceed the specific
            percentage of capital surplus every year.

                                                                     (Continued)

<PAGE>

                                       12

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      2)    Legal reserve

            The ROC Company Law stipulates that companies must retain 10% of
            their annual net earnings, as defined in the Law, until such
            retention equals the amount of authorized share capital. The legal
            reserve shall be used exclusively to offset deficits and is
            prohibited from being distributed as cash dividends. However, the
            legal reserve may be transferred to capital upon approval of the
            stockholders when it has been accumulated to a level equal to at
            least one-half of the issued share capital, and then only one-half
            of such reserve may be transferred.

      3)    Distribution of earnings

            The Company's articles of incorporation stipulate that not less than
            1% of annual earnings, net of income tax, accumulated deficit, and
            legal reserve appropriation, are to be distributed as employee
            bonuses, and the remaining portion may be distributed according to a
            stockholders' meeting resolution.

      4)    Imputation credit account and imputation tax credit ratio

            As of June 30, 2004 and 2003, the balance of the Company's
            imputation credit account was zero. Due to accumulated deficits as
            of December 31, 2003, the imputation tax credit ratio of the Company
            was zero for 2003.

(11)  TRANSACTIONS WITH RELATED PARTIES

      1)    Name and relationship of related parties

<TABLE>
<CAPTION>
              NAME                                                                RELATIONSHIP WITH THE COMPANY
<S>                                                                      <C>
Unitive International Limited (UIL)                                      The Company's major shareholder

Unitive Electronics Inc. (UEI)                                           An affiliated Company of Unitive International Limited
                                                                         (UIL)

Yi-Kang Investment Ltd.                                                  A shareholder of the Company
</TABLE>

                                                                     (Continued)

<PAGE>

                                       13

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

2)    Nature of transactions

      1.    Sales and accounts receivable

            For the six-month periods ended June 30, 2004 and 2003, sales to
            related parties were as follows:

<TABLE>
<CAPTION>
                                     2004                                                   2003
                                           % OF THE COMPANY'S                                            % OF THE COMPANY'S
                        AMOUNT                   NET SALES                 AMOUNT                              NET SALES
<S>                     <C>                <C>                             <C>                           <C>
UEI                     $  319                      0.3                     4,470                                 14
                        ======                      ===                     =====                                 ==
</TABLE>

            As of June 30, 2004 and 2003, the balance of accounts receivable
            resulting from the above transactions was as follows:

<TABLE>
<CAPTION>
                                      2004                           2003
                      AMOUNT                      %           AMOUNT       %
<S>              <C>                            <C>           <C>          <C>
UEI              $         1,091                  2           11,451       48
                 ===============                ===           ======       ==
</TABLE>

            The sales prices and terms were not significantly different between
            sales to related parties and other customers.

      2.    Others

            (a)   The Company entered into a patent and technical support
                  agreement with UIL, recorded under intangible assets and
                  amortized over 10 years on a straight-line basis. The
                  resulting amortization expenses from the abovementioned
                  transaction were $4,800 for the six-month period ended June
                  30, 2004 and 2003, and were accounted for under cost of sales.
                  Further, in accordance with the contract, the Company should
                  pay an additional 2.5% of total sales in excess of
                  USD10,000,000 to UIL as royalties on the quarterly basis.

            (b)   In 2002, the Company entered into a global marketing and R&D
                  system contract with UEI. According to the contract, the
                  Company should pay a fixed percentage of the Company's sales
                  as a commission expense. The commission paid pursuant to this
                  contract amounted to $4,669 and $5,630, respectively, and was
                  booked as an operating expense for the six-month period ended
                  June 30, 2004 and 2003.

                                                                     (Continued)

<PAGE>

                                       14

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

            (c)   On October 2002, the Corporation entered into a service
                  agreement with UEI and a third party. Under this agreement,
                  UEI will assist the Corporation to acquire the demonstration
                  equipment wafer bumping line from the third party, and provide
                  support services to the Corporation with respect to the
                  implementation of such bumping line. According to the
                  predetermined payment schedule, the Corporation shall pay UEI
                  the following nonrefundable fees:

<TABLE>
<CAPTION>
                PAYMENT DATE (EARLIEST OF TWO)                                AMOUNT
<S>                                        <C>                              <C>
Contract date                                      -                        USD   75,000
Delivery date of equipment                 January 31, 2003                 USD  175,000
Date of successful start of
 production                                  May 14, 2003                   USD  100,000
</TABLE>

                  As of June 30, 2003, the Corporation had incurred net service
                  expense of $9,543 (USD275,000), which was booked as operating
                  expense. As of June 30, 2003, the service expense resulting
                  from the above transaction had been paid.

                  According to the above agreement, the Corporation will be
                  responsible for taxes and duties on the equipment, while the
                  third party will carry its own property insurance until the
                  Corporation purchases the equipment. In addition, expiring on
                  September 30, 2004, the Corporation has an option to purchase
                  the equipment from the third party. As of June 30, 2003, the
                  above-mentioned equipment had been imported.

            (d)   As of June 30 ,2004, the Company consigned the manufacturing
                  process to UEI on behalf of its client; the resulting amount
                  of $4,427 was recorded as accrued expense and other current
                  liabilities.

            (e)   As of June 30, 2004 and 2003, Yi-Kang Investment Ltd. provided
                  its holding shares of the Company as pledged assets to Amkor
                  Technology, Inc. for long-term debts of the Company.

                                                                     (Continued)

<PAGE>

                                       15

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

12)   PLEDGED ASSETS

      As of June 30, 2004 and 2003, the details and net book value of pledged
      assets were as follows:

<TABLE>
<CAPTION>
                                                                                             BOOK VALUE
     PLEDGED ASSETS                                    PLEDGED FOR                       2004           2003
<S>                                                    <C>                             <C>            <C>
Time deposits                                          Short-term debts                $   5,050       10,700
Property, plant and equipment                          Long-term debts                   589,661      643,479
                                                                                       ---------      -------
Total                                                                                  $ 594,711      654,179
                                                                                       =========      =======
</TABLE>

(13)  COMMITMENTS AND CONTINGENCIES

      1)    As of June 30, 2004 and 2003, the Company had outstanding amount of
            letters of credit, mainly used for acquisition of equipment, was
            approximately $15,777 and $57,322, respectively.

      2)    The Company entered into forward foreign currency contracts to hedge
            against exposure to exchange rate fluctuation in foreign currency
            debts. At June 30, 2003, the nominal value for outstanding short and
            long position in forward contracts was USD200,000 and USD2,085,100,
            respectively. The contract period is from May 3 to October 31, 2003.
            In addition, the net receivable (payable) and the fair value of the
            above forward foreign currency contracts are immaterial to the
            financial statements.

      3)    The Company had a contract for an extended clean room with an
            engineering firm amounting to $40,804 for the six-month period ended
            June 30, 2003. As of June 30, 2003, the Company had paid $31,210
            under the contracts. The amount was recorded as prepayments for
            purchases of machinery and equipment.

      4)    Advanced Interconnect Technology Limited of Hong Kong (AIT) has
            claimed that certain of the Company's current process technologies
            may infringe AIT's patent and, therefore, instructed its attorney to
            seek a reasonable license under AIT's patents. As a result, the
            Company and Amkor Technology Inc. (see Note 16) have initiated a
            study to determine whether such process technologies are covered by
            AIT's patents. AIT's action is in the early stages and the Company
            is unable to determine the potential impact on the financial
            statements as of and for the six-month period ended June 30, 2004.

                                                                     (Continued)
<PAGE>

                                       16

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

(14)  OTHER

      For the six-month periods ended June 30, 2004 and 2003, a summary of
      employment, depreciation and amortization expenses categorized by cost of
      goods sold and operating expenses is as follows:

<TABLE>
<CAPTION>
                                                           2004                                           2003
                            FUNCTION     COST OF        OPERATING                        COST OF        OPERATING
            ACCOUNT                     GOODS SOLD       EXPENSES         TOTAL         GOODS SOLD       EXPENSES         TOTAL
<S>                                     <C>             <C>               <C>           <C>             <C>               <C>
Employment expenses:
      Salaries                            38,924          25,486          64,410          29,306          18,237          47,543
      Labor and health insurance           2,342             935           3,277           2,306           1,130           3,436
      Pension                              1,550             627           2,177           1,421             847           2,268
      Other employment expense                 -               -               -           1,483             703           2,186
Depreciation expense                      81,288           5,546          86,834          66,680           5,306          71,986
Depletion expense                              -               -               -               -               -               -
Amortization expense                       5,313             601           5,914           5,557           1,465           7,022
</TABLE>

(15)  EARNINGS PER SHARE

<TABLE>
<CAPTION>
                                              2004                 2003
<S>                                         <C>                 <C>
Number
       Basic:
           Net profit                       $(339,155)           (147,063)
                                            =========           =========
Denominator/1000 shares
       Basic:
           Weighted average shares          $ 130,000             130,000
                                            =========           =========
</TABLE>

      The Company issued only common stocks in the six-month periods ended 2004
      and 2003, respectively, and therefore had simple capital structure. Under
      ROC SFAS No. 24 "Earnings per Share", if the Company's capital structure
      is simple, only basic earnings per share need to be presented and basic
      earnings per share is computed using the weighted average number of shares
      outstanding during the period.

                                                                     (Continued)

<PAGE>

                                       17

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

(16)  SUBSEQUENT EVENT

      Amkor Technology, Inc. (Amkor) has agreed to acquire 60 percent of the
      capital stock of the Company pursuant to a Stock Purchase Agreement dated
      as of June 3, 2004, by and among Amkor, the Company, and certain
      stockholders of the Company, as amended by a letter agreement dated July
      9, 2004. The consideration payable under the agreement consists of a cash
      payment of approximately $19.4 million at closing, the assumption of
      approximately $16.3 million of debt at closing, the payment of
      approximately $450,000 in other costs and a variable contingent cash
      payment to be paid, if at all, based on the achievement of certain
      performance goals. In addition, Amkor has a call option to acquire the
      remaining approximate 40.0% of the Company at any time over the subsequent
      18-month period. Amkor is required to exercise the call option if the
      Company achieves certain goals within such 18-month period. The Company
      will operate as subsidiaries of Amkor.

(17)  DIFFERENCES BETWEEN ROC GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND US
      GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

      The Company's financial statements are prepared in accordance with
      accounting principles generally accepted in ROC (ROC GAAP), which differ
      in certain significant respects from accounting principles generally
      accepted in US (US GAAP).

      The principal differences between ROC GAAP and US GAAP are presented below
      together with explanations of certain adjustments that affect total net
      loss and total shareholders' equity as of and for the six-month period
      ended June 30, 2004 and 2003:

<TABLE>
<CAPTION>
                                                                     2004                2003
<S>                                                                <C>                 <C>
RECONCILIATION OF NET LOSS:

Net loss reported under ROC GAAP                                   $(339,155)           (147,063)
US GAAP adjustments:
        Unrealized gain on marketable securities                         125               2,777
        Deferred income tax expense on unrealized gain on
         marketable securities                                           (31)               (694)
        Deferred income tax expense - change in valuation
         allowance on deferred tax assets                            181,540             (38,079)
                                                                   ---------           ---------
Net loss under US GAAP                                             $(157,521)           (183,059)
                                                                   =========           =========
</TABLE>

                                                                     (Continued)

<PAGE>

                                       18

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     2004                2003
<S>                                                                <C>                 <C>
PRESENTATION OF COMPREHENSIVE INCOME (LOSS) UNDER US GAAP

Other comprehensive income (loss):
        Foreign currency translation adjustment                    $       -                   -
        Additional minimum liability                                       -                   -
        Net gains (losses) on cash flow hedges                             -                   -
        Net unrealized holding gains (losses)                              -                   -
Other comprehensive income (loss):                                         -                   -
                                                                   ---------           ---------
Comprehensive income (loss)                                                -                   -
                                                                   ---------           ---------
                                                                   $(157,521)           (183,059)
                                                                   =========           =========

RECONCILIATION OF SHARESHOLDERS' EQUITY

Total shareholders' equity reported under ROC GAAP                 $ 347,403             834,919
US GAAP adjustments:
        Short-term investments                                         1,087               2,777
        Deferred tax assets                                                -            (154,210)
                                                                   ---------           ---------
Total stockholders' equity under US GAAP                           $ 348,490             683,486
                                                                   =========           =========
</TABLE>

      1)    Short-term investments

            Under ROC GAAP, investment in marketable securities is stated at the
            lower of cost or market method. Any unrealized holding loss is
            reported as non-operating losses on the statement of income. When
            the market price restores in the subsequent period, the unrealized
            holding gain is to be recognized to the extent not exceeding the
            unrealized holding loss recognized previously.

            Under US GAAP, the investment in marketable securities would be
            classified as trading, available-for-sale, and hold-to-maturity. The
            unrealized gains or losses resulting from holding trading securities
            are reported as non-operating gains or losses on the statement of
            income and from holding available-for-sale are reported as other
            comprehensive income.

            The investment in marketable securities held by the Company is
            classified as trading and carried at aggregate fair value with
            unrealized gains and losses reported as non-operating gains and
            losses on the statement of income. For the six-month period ended
            June 30, 2004 and 2003, due to the increase in market price for the
            marketable securities held by the Company, the Company had $125 and
            $2,777 of unrealized holding gains, giving rise to an adjustment
            between ROC GAAP and US GAAP. This also results in additional
            deferred income tax expense of $31 and $694 for the six-month period
            ended 2004 and 2003, under US GAAP.

                                                                     (Continued)

<PAGE>

                                       19

                       UNITIVE SEMICONDUCTOR TAIWAN CORP.

                         NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)

      2)    Deferred tax assets

            Under ROC GAAP, a valuation allowance in provided on deferred tax
            assets when they are not certain to be realized based on the
            available projection of future taxable income. However, the criteria
            by which the need for a valuation allowance is determined is less
            stringent as compared to US GAAP. Under US GAAP, cumulative losses
            in recent years are a significant piece of negative evidence, which
            is difficult to overcome with projections of future taxable income
            for the purpose of determining the valuation allowance. The Company
            has not generated net taxable income since its inception. As a
            result, the Company did not use the projection of future taxable
            income in determining its net deferred tax asset valuation allowance
            as of June 30, 2003 in accordance with US GAAP. Consequently, the
            additional $181,509 deferred tax asset valuation allowance
            recognized under ROC GAAP for the six month period ended June 30,
            2004, was already recognized under US GAAP at December 31, 2002.
            Therefore, the net loss under US GAAP would be reduced by this
            amount for the six months ended June 30, 2004. The deferred income
            tax benefit recorded under ROC GAAP during the six month period
            ended June 30, 2003, would not have been recorded under US GAAP,
            which would have resulted in an increase of net loss during the
            period of $38,773 under US GAAP.

      3)    Long-lived assets

            Under US GAAP, gain or loss on sale of long-lived assets reported as
            operating income or loss. However, under ROC GAAP it is reported as
            non-operating income or loss. Consequently, cost of sales, gross
            loss, and operating loss would be increased by $121 and $359 for the
            six month periods ended June 30, 2004 and 2003, respectively, under
            US GAAP. This adjustment would have no impact on net loss reported
            under US GAAP.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.6
<SEQUENCE>6
<FILENAME>w68064exv99w6.txt
<DESCRIPTION>AMKOR TECHNOLOGY, INC. UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET AS OF JUNE 30, 2004
<TEXT>
<PAGE>

                                  EXHIBIT 99.6

                     UNAUDITED PRO FORMA COMBINED CONDENSED
                              FINANCIAL INFORMATION

      On August 19, 2004, Amkor Technology, Inc., a Delaware corporation
("Amkor"), acquired approximately 93.0% of the capital stock of Unitive, Inc., a
Delaware corporation ("Unitive"), and on August 20, 2004, Amkor acquired
approximately 60.0% of the capital stock of Unitive Semiconductor Taiwan
Corporation ("UST"). The unaudited pro forma combined condensed balance sheet as
of June 30, 2004 gives effect to the acquisitions of Unitive and UST as if the
acquisitions had occurred on June 30, 2004. The unaudited pro forma combined
condensed statements of income for the year ended December 31, 2003 and the six
month period ended June 30, 2004 give effect to the acquisitions of Unitive and
UST as if the acquisitions had occurred on January 1, 2003.

      The following unaudited pro forma combined condensed financial statements
do not purport to represent what our actual results would have been had the
acquisitions occurred on the dates indicated or for any future period or date.
The pro forma adjustments give effect to available information and assumptions
that we believe are reasonable. The unaudited pro forma combined condensed
financial statements should be read in conjunction with Amkor's historical
financial statements and related notes, as well as "Selected Consolidated
Financial Data," and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in Amkor's previously filed
Annual Reports on Form 10-K.

                                       11

<PAGE>

UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET AS OF JUNE 30, 2004:

<TABLE>
<CAPTION>
                                                                                         Pro Forma
                                               Amkor         Unitive         UST         Adjustments               Pro Forma
                                            ------------   ------------   -----------   -------------         ------------------
                                                                        (In thousands)
<S>                                         <C>            <C>            <C>           <C>                   <C>
Current assets:
    Cash and cash equivalents.............  $    294,595   $      1,907   $     3,119   $           -         $          299,621
    Accounts receivable, net..............       276,761          2,174         1,212               -                    280,147
    Inventories...........................       120,061            336           537               -                    120,934
    Other current assets..................        37,027             50         1,235               -                     38,312
                                            ------------   ------------   -----------   -------------         ------------------
          Total current assets............       728,444          4,467         6,103                                    739,014
Property, plant and equipment, net........     1,329,112          7,894        26,152          11,339     a            1,374,497
Investments...............................        13,919              -             -               -                     13,919
Other assets..............................       746,051          5,476         1,552          26,451   b,c              779,530
                                            ------------   ------------   -----------   -------------         ------------------
          Total assets....................  $  2,817,526   $     17,837   $    33,807   $      37,790         $        2,906,960
                                            ============   ============   ===========   =============         ==================

Current liabilities:
    Short-term borrowing and current
       portion of long-term debt..........  $    143,693   $      2,922   $     7,712   $           -         $          154,327
    Trade accounts payable................       264,019          1,481           352           5,742     a              271,594
    Accrued expenses and other
       current liabilities................       164,674            645         1,627               -                    166,946
                                            ------------   ------------   -----------   -------------         ------------------
          Total current liabilities.......       572,386          5,048         9,691           5,742                    592,867
Long-term debt............................     1,733,114          2,337        13,554               -                  1,749,005
Other noncurrent liabilities..............        91,168              -           269               -                     91,437
                                            ------------   ------------   -----------   -------------         ------------------
          Total liabilities...............     2,396,668          7,385        23,514           5,742                  2,433,309
                                            ------------   ------------   -----------   -------------         ------------------
Commitments and contingencies
Minority interest.........................         1,561              -             -           4,849     d                6,410
                                            ------------   ------------   -----------   -------------         ------------------
          Total stockholders' equity......       419,297         10,452        10,293          27,199     e              467,241
                                            ------------   ------------   -----------   -------------         ------------------
          Total liabilities and equity....  $  2,817,526   $     17,837   $    33,807   $      37,790         $        2,906,960
                                            ============   ============   ===========   =============         ==================
</TABLE>

See Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

                                       12

<PAGE>

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME FOR THE YEAR ENDED
DECEMBER 31, 2003:

<TABLE>
<CAPTION>
                                                                                                Pro Forma
                                                    Amkor         Unitive          UST         Adjustments           Pro Forma
                                                 ------------   ------------   ------------   -------------        --------------
                                                                              (In thousands)
<S>                                              <C>            <C>            <C>            <C>                  <C>
Revenue........................................  $  1,603,768   $      9,231   $      2,856   $        (275)  m    $    1,615,580
Cost of sales..................................     1,267,302         11,412          8,554            (617)  f,n       1,286,651
                                                 ------------   ------------   ------------   --------------       --------------
Gross profit (loss)............................       336,466         (2,181)        (5,698)            342               328,929
                                                 ------------   ------------   ------------   -------------        --------------
Operating expenses:
    Selling, general and administrative........       179,952          2,481          2,500            (360)  f,m         184,573
    Research and development...................        25,784          1,763          1,663                                29,210
    Amortization of acquired intangibles.......         8,183              -              -             517   g             8,700
    Other operating (income) expense, net......          (461)             -             55              56   n              (350)
                                                 ------------   ------------   ------------   -------------        --------------
          Total operating expenses.............       213,458          4,244          4,218             213               222,133
                                                 ------------   ------------   ------------   -------------        --------------
Operating income (loss)........................       123,008         (6,425)        (9,916)            129               106,796
                                                 ------------   ------------   ------------   -------------        --------------
Other expense:
    Interest expense, net......................       140,281            573            699             844   k           142,397
    Foreign currency gain......................        (3,022)             -            (20)                               (3,042)
    Other expense, net.........................        31,052            893           (104)          1,250   h,n          33,091
                                                 ------------   ------------   ------------   -------------        --------------
          Total other expense..................       168,311          1,466            575           2,094               172,446
                                                 ------------   ------------   ------------   -------------        --------------
Loss before provision for income taxes,
    equity investment gains (losses),
    minority interest..........................       (45,303)        (7,891)       (10,491)         (1,965)              (65,650)
Minority interest and equity investment
    gain (loss), net...........................        (7,298)        (1,622)             -           6,798   i,j          (2,122)
                                                 ------------   ------------   ------------   -------------        --------------
Income (loss) from continuing operations
    before income taxes........................       (52,601)        (9,513)       (10,491)          4,833               (67,772)
Income tax expense (benefit)...................          (233)             -         (1,917)          1,917   l              (233)
                                                 ------------   ------------   ------------   -------------        --------------
Net income (loss)..............................  $    (52,368)  $     (9,513)  $     (8,574)  $       2,916        $      (67,539)
                                                 ============   ============   ============   =============        ==============

Per Share Data:
Basic and diluted loss per common share........  $      (0.31)                                                     $        (0.40)
                                                 ============                                                      ==============
Shares used in computing basic and
    diluted loss per common share..............       167,142                                                             167,142
                                                 ============                                                      ==============
</TABLE>

See Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

                                       13

<PAGE>

UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME FOR THE SIX MONTHS
ENDED JUNE 30, 2004:

<TABLE>
<CAPTION>
                                                                                              Pro Forma
                                                      Amkor        Unitive         UST        Adjustments           Pro Forma
                                                    ----------   -----------   -----------   ------------         --------------
                                                                               (In thousands)
<S>                                                 <C>          <C>           <C>           <C>                  <C>
Revenue...........................................  $  957,182   $     6,257   $     3,111   $          -         $      966,550
Cost of sales.....................................     750,559         7,629         6,265           (899)  f            763,554
                                                    ----------   -----------   -----------   -------------        --------------
Gross profit (loss)...............................     206,623        (1,372)       (3,154)           899                202,996
                                                    ----------   -----------   -----------   ------------         --------------
Operating expenses:
    Selling, general and administrative...........     107,757         1,871         1,053            (51)  f            110,630
    Research and development......................      18,877         1,115           549                                20,541
    Gain on disposal of fixed assets, net.........        (198)            -             1                                  (197)
    Amortization of acquired intangibles..........       3,165             -             -            258   g              3,423
                                                    ----------   -----------   -----------   ------------         --------------
          Total operating expenses................     129,601         2,986         1,603            207                134,397
                                                    ----------   -----------   -----------   ------------         --------------
Operating income (loss)...........................      77,022        (4,358)       (4,757)           692                 68,599
                                                    ----------   -----------   -----------   ------------         --------------
Other expense:
    Interest expense, net.........................      69,650           458           369                                70,477
    Foreign currency loss (gain)..................       2,710             -            (1)                                2,709
    Other income (expense), net...................     (23,556)            -          (405)           767   h            (23,194)
                                                    ----------   -----------   -----------   ------------         --------------
          Total other expense (income)............      48,804           458           (37)           767                 49,992
                                                    ----------   -----------   -----------   ------------         --------------
Income (loss) before provision for income
    taxes, equity investment gains (losses),
    minority interest.............................      28,218        (4,816)       (4,720)           (75)                18,607
Minority interest and equity investment
    gain (loss), net..............................        (365)         (190)            -          2,421   i,j            1,866
                                                    ----------   -----------   -----------   ------------         --------------
Income (loss) from continuing operations
    before income taxes...........................      27,853        (5,006)       (4,720)         2,346                 20,473

Provision (benefit) for income taxes..............       6,963             -         5,434         (5,434)  l              6,963
                                                    ----------   -----------   -----------   ------------         --------------
Net income (loss).................................  $   20,890   $    (5,006)  $   (10,154)  $      7,780         $       13,510
                                                    ==========   ===========   ===========   ============         ==============

Per Share Data:

Basic and diluted income per common share.........  $     0.12                                                    $         0.08
                                                    ==========                                                    ==============
Shares used in computing basic income
    per common share..............................     174,961                                                           174,961
                                                    ==========                                                    ==============
Shares used in computing diluted income
    per common share..............................     178,028                                                           178,028
                                                    ==========                                                    ==============
</TABLE>

See Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

                                       14
<PAGE>

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

The estimated significant pro forma adjustments included in the above unaudited
pro forma combined condensed financial statements are explained as follows:

      Unaudited Pro Forma Combined Condensed Balance Sheet

      a.    Represents the estimated fair market value adjustment to property,
            plant and equipment, as well as an adjustment to accounts payable
            for an unrecorded liability related to purchased equipment.

      b.    Represents the estimated fair market value adjustment to
            technology-related intangible assets and the acquisition of a call
            option to purchase the remaining approximate 40% common stock of
            UST.

      c.    Represents $25.5 of goodwill, or the excess of total consideration
            over the net assets acquired.

      d.    Represents the 40% minority interest balance of UST and 7% minority
            interest balance of Unitive.


      e.    Represents the elimination of historical UST and Unitive equity,
            offset by total purchase consideration.

      Unaudited Pro Forma Combined Condensed Statements of Income

      f.    Represents the adjustment to depreciation expense as a result of the
            fair market value and useful life adjustments to property, plant and
            equipment.

      g.    Represents the adjustment to amortization expense as a result of the
            fair market value and useful life adjustments to acquired intangible
            assets.

      h.    Represents additional expense related to the estimated change in the
            value of the call option asset.

      i.    Represents the elimination of Unitive's losses from their equity
            investment in UST.

      j.    Represents the minority interest income related to the 40% minority
            interest of UST and 7% minority interest of Unitive.

      k.    Represents additional interest expense related to the amortization
            of the debt discount incurred in connection with the financing of
            the UNC transaction.

      l.    Represents the application of a 100% valuation allowance against
            UST's deferred tax assets, in accordance with accounting principles
            generally accepted in the United States, as a result of UST's
            historical, cumulative losses.

      m.    Represents elimination of intercompany transactions.

      n.    Represents the reclassification of expenses between operating and
            non-operating in accordance with accounting principles generally
            accepted in the Unites States; with no effect to net loss.

                                       15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>7
<FILENAME>w68064exv23w1.txt
<DESCRIPTION>CONSENT OF ERNST & YOUNG LLP WITH RESPECT TO UNITIVE, INC.
<TEXT>
<PAGE>

                                  EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements on
Form S-3 (Nos. 333-39642, 333-68032 and 333-81334) and Form S-8 (Nos. 333-62891,
333-63430, 333-76254, 333-86161, 333-100814, 333-104601 and 333-113512) of Amkor
Technology, Inc. of our report dated February 20, 2004, with respect to the
consolidated financial statements of Unitive, Inc. included in the Current
Report (Form 8-K/A) of Amkor Technology, Inc.

Raleigh, North Carolina                                    /s/ Ernst & Young LLP
October 28, 2004

                                       16


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>8
<FILENAME>w68064exv23w2.txt
<DESCRIPTION>CONSENT OF KPMG CERTIFIED PUBLIC ACCOUNTANTS WITH RESPECT TO UNITIVE SEMICONDUCTOR TAIWAN CORPORATION.
<TEXT>
<PAGE>

                                  EXHIBIT 23.2

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Unitive Semiconductor Taiwan Corp.:

We consent to the incorporation by reference in the registration statements
(Nos. 333-39642, 333-68032, 333-81334, 333-62891, 333-63430, 333-76254,
333-86161, 333-100814, 333-104601 and 333-113512) on Form S-3 and S-8 of Amkor
Technology, Inc. of our report dated February 4, 2004 (except as to Note 16,
which is as of July 9, 2004), with respect to the balance sheet of Unitive
Semiconductor Taiwan Corp. as of December 31, 2003, and the related statements
of operations, changes in stockholders' equity, and cash flows for the year then
ended, which report appears in the Form 8-K/A of Amkor Technology, Inc., dated
August 19, 2004.

/s/ KPMG

KPMG Certified Public Accountants
Taipei, Taiwan
October 27, 2004

                                       17

</TEXT>
</DOCUMENT>
</SUBMISSION>
