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May 20, 2016 1:23 PM EDT
 




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SD
Specialized Disclosure Report




Amkor Technology, Inc.
(Exact name of registrant as specified in its charter)



Delaware
000-29472
23-1722724
(State or other jurisdiction of incorporation or organization)
(Commission
File Number)
(IRS Employer
Identification No.)


 
 
2045 East Innovation Circle, Tempe, AZ
85284
(Address of principal executive offices)
(Zip Code)


 
 
Gil C. Tily
480 821-5000
(Name and telephone number, including area code, of the person to contact in connection with this report)



Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

[X] Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2015.



 

 


Section 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

Conflict Minerals Disclosure

Amkor conducted in good faith, a Reasonable Country of Origin Inquiry (RCOI) on the source of its Conflict Minerals for 2015. Our RCOI was designed to determine whether the Conflict Minerals (tantalum, tin, tungsten, and gold) we used when performing semiconductor packaging services originated from the Democratic Republic of the Congo or an adjoining country (the “Covered Countries”) or are from recycled or scrap sources.

We conducted our RCOI with our direct suppliers using the Conflict Minerals Reporting Template (CMRT), a supply chain survey tool provided by the Conflict-Free Sourcing Initiative (CFSI), an industry group that works to address Conflict Minerals issues within supply chains. The CMRT requests direct suppliers to identify the smelters, refiners, and countries of origin of the Conflict Minerals in their products. We relied primarily on responses received from our direct suppliers to identify sources of Conflict Minerals and information provided by the CFSI.

Based on the responses to our RCOI, we know or have reason to believe that a portion of the Conflict Minerals we use originated or may have originated from the Covered Countries or may not be solely from recycled or scrap sources.

In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, Amkor has filed this Specialized Disclosure Form (Form SD) and the attached Conflict Minerals Report. Both reports are available on the “Investors” tab of www.amkor.com, under “SEC filings”. This Form SD and Exhibit 1.01 contain references to our website. The information on this website is not incorporated by reference into this Form SD or Exhibit 1.01.

Item 1.02 Exhibit

As an exhibit to this Form SD, we provide the Conflict Minerals Report as required by Item 1.01.

Section 2 - Exhibits

Item 2.01 Exhibits

Exhibit 1.01 - Conflict Minerals Report, for the reporting period January 1, 2015 to December 31, 2015, as required by Items 1.01 and 1.02 of this Form.

 
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SIGNATURES

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 duly authorized undersigned.


Amkor Technology, Inc.
 
 
(Registrant)


/s/ Gil C. Tily
 
May 20, 2016
Gil C. Tily, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
 
Date



 
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Exhibit 1.01



Conflict Minerals Report of Amkor Technology, Inc.

All information contained in this Conflict Minerals Report (the “Report”), other than statements of historical fact, constitute forward-looking statements within the meaning of federal securities laws. These forward-looking statements involve a number of risks, uncertainties, assumptions and other factors including, among other things, our customers’ requirements to use certain suppliers, our suppliers’ responsiveness and cooperation with our due diligence efforts, our ability to implement improvements in our conflict minerals program, changes to the sourcing status of smelters and refiners in our supply chain, and our ability to identify and mitigate related risks in our supply chain. For a more complete discussion of these and other risk factors, see our other filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2015. We undertake no obligation to review or update any forward-looking statements to reflect events or circumstances occurring after filing this Report with the SEC.

This Conflict Minerals Report of Amkor Technology, Inc. for calendar year 2015 was prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934.

Business Overview

Amkor is one of the world’s leading providers of outsourced semiconductor packaging and test services. Packaging is the processing of bare die, a small block of semiconducting material on which a functional circuit is fabricated, to facilitate electrical connections, heat dissipation and protection of the die. Some of the materials we use when providing packaging services contain tantalum, tin, tungsten, or gold (“Conflict Minerals”). Test services involve checking that a packaged die meets its design and performance specifications and do not involve the use of Conflict Minerals.

The mineral supply chain that provides us with Conflict Minerals is divided into upstream and downstream entities. An upstream entity is between the mine of origin and the smelter or refiner and includes miners, local traders, exporters from the country of mineral origin, international concentrate traders, mineral reprocessors, smelters, and refiners. A downstream entity is between the smelter or refiner and the retailer and includes metal traders and exchanges, component manufacturers, product manufacturers, original equipment manufacturers, and retailers.

Amkor is a downstream entity and is typically several tiers removed from the smelter or refiner and mineral origin. We have limited visibility beyond our direct suppliers to entities within the supply chain. Therefore, we rely principally on our direct suppliers to provide us with sourcing information.

Due Diligence Overview

We undertook due diligence on the source and chain of custody of the Conflict Minerals we use when providing packaging services. We conducted a significant portion of our due diligence using tools and relying on information provided by the Conflict-Free Sourcing Initiative (CFSI), an industry group that works to address Conflict Minerals issues within supply chains. One CFSI tool we used was the Conflict Minerals Reporting Template (CMRT), which facilitates the collection of information on the source of Conflict Minerals. We also relied on information from the Conflict-Free Smelter Program (CFSP), a voluntary initiative managed by the CFSI in which an independent third party audits the procurement activities of a smelter or refiner to

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determine, with reasonable confidence, that the minerals it processes originated from conflict-free sources. Upon completion of a successful audit, the smelter or refiner is designated by the CFSI as “Compliant”.

Due Diligence Design

We designed our due diligence to conform to an internationally recognized due diligence framework, the Organisation for Economic Co-operation and Development (OECD), Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, and related supplements on Tin, Tantalum and Tungsten and on Gold (collectively, the “OECD Framework”).

Due Diligence Performed

The OECD Framework provides a five-step framework for risk-based due diligence in the mineral supply chain. Using this framework, we list below the actions taken to exercise due diligence on the source of Conflict Minerals we used when providing packaging services.

Step 1 - Establish Strong Management Systems

•
Adopted and published a Conflict Minerals Policy, stating our goal to achieve a conflict-free supply chain, on the “About Us” tab of www.amkor.com.
•
Assembled an internal team to implement our Conflict Minerals Policy, which included members from the Procurement, Legal, Internal Audit and Quality Assurance teams, and reported on program activities to Executive Management.
•
Established and updated processes and procedures to meet the requirements of our Conflict Minerals Policy.
•
Required our direct suppliers to undertake due diligence to achieve a conflict-free supply chain.
•
Instituted a records retention practice for records related to the sourcing of Conflict Minerals.
•
Maintained our existing grievance system where stakeholders can raise a question or make a report on ethical or legal issues, including issues relating to Conflict Minerals.
•
Obtained an independent assessment of the current state of our Conflict Minerals Management System for alignment with the OECD Framework.

Step 2 - Identify and Assess Risks in the Supply Chain

•
Conducted a supply chain survey of our direct suppliers of Conflict Minerals using the CMRT to identify the smelters, refiners and/or mines of origin of Conflict Minerals.
•
Compared smelters, refiners and/or mines of origin identified by our direct suppliers against the list of smelters, refiners and mineral sourcing information that have received a “Compliant” designation by the CFSP.
•
Performed additional due diligence on a portion of our direct suppliers, including on-site reviews of documentation and procedures, to evaluate the reasonableness of responses received and alignment with the OECD Framework.

Step 3 - Design and Implement a Strategy to Respond to Identified Risks

•
Prepared a risk management plan designed to mitigate the risk that our direct suppliers do not meet our expectations to achieve a conflict-free supply chain.
•
Conducted training and held periodic communications with our direct suppliers to increase awareness of our goal to achieve a conflict free supply chain and to reduce the risk of inaccurate information received from our suppliers.
•
Contacted a portion of smelters and refiners within our supply chain to encourage them to participate in the CFSP or industry equivalent. Our outreach efforts included on-site visits with select smelters and meetings with industry associations.
•
Reported information on the source and chain of custody of conflict minerals in our supply chain to

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Executive Management.

Step 4 - Carry Out Independent Third-party Audits of Smelter/Refiner’s Due Diligence Practices

•
Maintained our membership in the CFSI, an industry group that has implemented the CFSP. As a member, we have relied on the results of the CFSP to provide smelter, refiner, and mineral sourcing information on the Conflict Minerals we used when providing packaging services.

Step 5 - Report Annually on Supply Chain Due Diligence

•
Published our supply chain due diligence within our 2015 Form SD and Conflict Minerals Report, which is located on the “Investors” tab of www.amkor.com, under “SEC filings”.

Due Diligence Results

The results of our due diligence indicates that the sources of Conflict Minerals are (1) from recycled or scrap materials, (2) from within the Democratic Republic of the Congo or adjoining countries (the “Covered Countries”), or (3) from outside the Covered Countries. We received responses from all of our direct suppliers subject to our supply chain survey for 2015. Collectively, their responses listed 155 smelters and refiners within their supply chains, all of which have been designated as of December 31, 2015 as Compliant under the CFSP.

The following tables list the population of smelters, refiners, and origin of Conflict Minerals within our supply chain for 2015. Our efforts to determine this population are described above under the caption “Due Diligence Performed.” The information presented is derived from information provided by our direct suppliers and the CFSP.

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Smelters and Refiners Processing Conflict Minerals
Mineral
Smelter or Refiner Name
Country Location
Gold
Aida Chemical Industries Co., Ltd.
Japan
Gold
Allgemeine Gold-und Silberscheideanstalt A.G.
Germany
Gold
AngloGold Ashanti Córrego do Sítio Mineração
Brazil
Gold
Argor-Heraeus SA
Switzerland
Gold
Asahi Pretec Corporation
Japan
Gold
Asahi Refining Canada Limited
Canada
Gold
Asahi Refining USA Inc.
United States
Gold
Asaka Riken Co., Ltd.
Japan
Gold
Atasay Kuyumculuk Sanayi Ve Ticaret A.S.
Turkey
Gold
Aurubis AG
Germany
Gold

Bangko Sentral ng Pilipinas (Central Bank of the Philippines)
Philippines

Gold
Boliden AB
Sweden
Gold
C. Hafner GmbH + Co. KG
Germany
Gold
CCR Refinery - Glencore Canada Corporation
Canada
Gold
Chimet S.p.A.
Italy
Gold
Dowa
Japan
Gold
Eco-System Recycling Co., Ltd.
Japan
Gold
Elemetal Refining, LLC
United States
Gold
Heimerle + Meule GmbH
Germany
Gold
Heraeus Ltd. Hong Kong
Hong Kong
Gold
Heraeus Precious Metals GmbH & Co. KG
Germany
Gold
Ishifuku Metal Industry Co., Ltd.
Japan
Gold
Istanbul Gold Refinery
Turkey
Gold
Jiangxi Copper Company Limited
China
Gold
JX Nippon Mining & Metals Co., Ltd.
Japan
Gold
Kennecott Utah Copper LLC
United States
Gold
Kojima Chemicals Co., Ltd.
Japan
Gold
LS-NIKKO Copper Inc.
South Korea
Gold
Materion
United States
Gold
Matsuda Sangyo Co., Ltd.
Japan
Gold
Metalor Switzerland
Switzerland
Gold
Metalor Technologies (Hong Kong) Ltd.
China
Gold
Metalor Technologies (Singapore) Pte., Ltd.
Singapore
Gold
Metalor USA Refining Corporation
United States
Gold
Met-Mex Penoles, S.A.
Mexico
Gold
Mitsubishi Materials Corporation
Japan
Gold
Mitsui Mining and Smelting Co., Ltd.
Japan


4


Smelters and Refiners Processing Conflict Minerals
Mineral
Smelter or Refiner Name
Country Location
Gold
Nadir Metal Rafineri San. Ve Tic. A.S.
Turkey
Gold
Nihon Material Co., Ltd.
Japan
Gold
Ohura Precious Metal Industry Co., Ltd.
Japan
Gold
PAMP SA
Switzerland
Gold
PT Aneka Tambang (Persero) Tbk
Indonesia
Gold
PX Précinox SA
Switzerland
Gold
Rand Refinery (Pty) Ltd.
South Africa
Gold
Republic Metals Corporation
United States
Gold
Royal Canadian Mint
Canada
Gold
Sempsa Joyería Platería SA
Spain
Gold
Shandong Gold Mine(Laizhou) Smelter Co., Ltd.
China
Gold
Shandong Zhaojin Gold & Silver Refinery Co., Ltd.
China
Gold

SOE Shyolkovsky Factory of Secondary Precious Metals
Russian Federation

Gold
Solar Applied Materials Technology Corp.
Taiwan
Gold
Sumitomo Metal Mining Co., Ltd.
Japan
Gold
Tanaka Denshi Kogyo K.K
Japan
Gold
Tokuriki Honten Co., Ltd.
Japan
Gold
Umicore Brasil Ltda.
Brazil
Gold
Umicore Precious Metals Thailand
Thailand
Gold

Umicore SA Business Unit Precious Metals Refining
Belgium

Gold
United Precious Metal Refining, Inc.
United States
Gold
Valcambi SA
Switzerland
Gold
Western Australian Mint trading as The Perth Mint
Australia
Gold
Yamamoto Precious Metal Co., Ltd.
Japan
Gold
Yokohama Metal Co., Ltd.
Japan
Gold

Zhongyuan Gold Smelter of Zhongjin Gold Corporation
China

Gold
Zijin Mining Group Co., Ltd. Gold Refinery
China
Tantalum
Changsha South Tantalum Niobium Co., Ltd.
China
Tantalum
Conghua Tantalum and Niobium Smeltry
China
Tantalum
F&X Electro-Materials Ltd.
China
Tantalum
Global Advanced Metals Boyertown
United States
Tantalum
H.C. Starck Co., Ltd.
Thailand


5


Smelters and Refiners Processing Conflict Minerals
Mineral
Smelter or Refiner Name
Country Location
Tantalum
H.C. Starck GmbH Goslar
Germany
Tantalum
H.C. Starck GmbH Laufenburg
Germany
Tantalum
H.C. Starck Hermsdorf GmbH
Germany
Tantalum
H.C. Starck Inc.
United States
Tantalum
H.C. Starck Ltd.
Japan
Tantalum
H.C. Starck Smelting GmbH & Co.KG
Germany
Tantalum
Jiujiang Tanbre Co., Ltd.
China
Tantalum
Mitsui Mining & Smelting
Japan
Tantalum
Ningxia Orient Tantalum Industry Co., Ltd.
China
Tantalum
Plansee SE Liezen
Austria
Tantalum
Plansee SE Reutte
Austria
Tantalum
Solikamsk Magnesium Works OAO
Russian Federation
Tantalum
Taki Chemicals
Japan
Tantalum
Ulba Metallurgical Plant JSC
Kazakhstan
Tantalum
Zhuzhou Cemented Carbide
China
Tin
Alpha
United States
Tin
China Tin Group Co., Ltd.
China
Tin
Cooperativa Metalurgica de Rondônia Ltda.
Brazil
Tin
CV Ayi Jaya
Indonesia
Tin
CV Gita Pesona
Indonesia
Tin
CV Serumpun Sebalai
Indonesia
Tin
CV United Smelting
Indonesia
Tin
CV Venus Inti Perkasa
Indonesia
Tin
Dowa
Japan
Tin
Elmet S.L.U. (Metallo Group)
Spain
Tin
EM Vinto
Bolivia
Tin
Fenix Metals
Poland
Tin
Gejiu Non-Ferrous Metal Processing Co., Ltd.
China
Tin
Jiangxi Ketai Advanced Material Co., Ltd.
China
Tin
Magnu's Minerais Metais e Ligas Ltda.
Brazil
Tin
Malaysia Smelting Corporation (MSC)
Malaysia
Tin
Melt Metais e Ligas S/A
Brazil
Tin
Metallic Resources, Inc.
United States
Tin
Metallo-Chimique N.V.
Belgium
Tin
Mineração Taboca S.A.
Brazil
Tin
Minsur
Peru
Tin
Mitsubishi Materials Corporation
Japan
Tin
O.M. Manufacturing (Thailand) Co., Ltd.
Thailand


6


Smelters and Refiners Processing Conflict Minerals
Mineral
Smelter or Refiner Name
Country Location
Tin
O.M. Manufacturing Philippines, Inc.
Philippines
Tin
OMSA
Bolivia
Tin
PT Aries Kencana Sejahtera
Indonesia
Tin
PT Artha Cipta Langgeng
Indonesia
Tin
PT ATD Makmur Mandiri Jaya
Indonesia
Tin
PT Babel Inti Perkasa
Indonesia
Tin
PT Bangka Prima Tin
Indonesia
Tin
PT Bangka Tin Industry
Indonesia
Tin
PT Belitung Industri Sejahtera
Indonesia
Tin
PT BilliTin Makmur Lestari
Indonesia
Tin
PT Bukit Timah
Indonesia
Tin
PT Cipta Persada Mulia
Indonesia
Tin
PT DS Jaya Abadi
Indonesia
Tin
PT Eunindo Usaha Mandiri
Indonesia
Tin
PT Inti Stania Prima
Indonesia
Tin
PT Justindo
Indonesia
Tin
PT Mitra Stania Prima
Indonesia
Tin
PT Panca Mega Persada
Indonesia
Tin
PT Prima Timah Utama
Indonesia
Tin
PT Refined Bangka Tin
Indonesia
Tin
PT Sariwiguna Binasentosa
Indonesia
Tin
PT Stanindo Inti Perkasa
Indonesia
Tin
PT Timah
Indonesia
Tin
PT Timah (Persero) Tbk Kundur
Indonesia
Tin
PT Tinindo Inter Nusa
Indonesia
Tin
PT Wahana Perkit Jaya
Indonesia
Tin
Resind Indústria e Comércio Ltda.
Brazil
Tin
Rui Da Hung
Taiwan
Tin
Soft Metais Ltda.
Brazil
Tin
Thailand Smelting & Refining Co Ltd
Thailand
Tin
VQB Mineral and Trading Group JSC
Vietnam
Tin
White Solder Metalurgia e Mineração Ltda.
Brazil
Tin
Yunnan Tin Company, Ltd.
China
Tungsten
A.L.M.T. TUNGSTEN Corp.
Japan
Tungsten
Chenzhou Diamond Tungsten Products Co., Ltd.
China
Tungsten
Chongyi Zhangyuan Tungsten Co., Ltd.
China
Tungsten
Ganzhou Huaxing Tungsten Products Co., Ltd.
China


7


Smelters and Refiners Processing Conflict Minerals
Mineral
Smelter or Refiner Name
Country Location
Tungsten
Ganzhou Seadragon W & Mo Co., Ltd.
China
Tungsten
Global Tungsten & Powders Corp.
United States
Tungsten
Guangdong Xianglu Tungsten Co., Ltd.
China
Tungsten
H.C. Starck GmbH
Germany
Tungsten
Hunan Chunchang Nonferrous Metals Co., Ltd.
China
Tungsten
Japan New Metals Co., Ltd.
Japan
Tungsten
Kennametal Huntsville
United States
Tungsten
Tejing (Vietnam) Tungsten Co., Ltd.
Vietnam
Tungsten
Wolfram Bergbau und Hütten AG
Austria
Tungsten
Xiamen H.C.
China
Tungsten
Xiamen Tungsten Co., Ltd.
China


Countries of Origin for Conflict Minerals
Angola
France
Portugal
Argentina
Germany
Republic of Congo
Australia
Guyana
Russia
Austria
Hungary
Rwanda
Belgium
India
Sierra Leone
Bolivia
Indonesia
Singapore
Brazil
Ireland
Slovakia
Burundi
Israel
South Africa
Cambodia
Japan
South Korea
Canada
Kazakhstan
South Sudan
Central African Republic
Kenya
Spain
Chile
Laos
Suriname
China
Luxembourg
Switzerland
Colombia
Madagascar
Taiwan
Côte D’Ivoire
Malaysia
Tanzania
Czech Republic
Mongolia
Thailand
Democratic Republic of Congo
Mozambique
Uganda
Djibouti
Myanmar
United Kingdom
Ecuador
Namibia
United States of America
Egypt
Netherlands
Vietnam
Estonia
Nigeria
Zambia
Ethiopia
Peru
Zimbabwe

Due Diligence Improvements

We plan to undertake the following steps during the next compliance period to mitigate the risk that our Conflict Minerals benefit armed groups:

•
Continue our engagement with our direct suppliers with additional training and periodic communications.
•
Maintain our efforts to identify annually the smelters and refiners within our supply chain by evaluating the information received from our direct suppliers and comparing it with revised information published by the CFSI.

8


•
Contact a portion of our smelters and refiners directly to encourage them to participate in the CFSP or industry equivalent.
•
Continue our active participation in the CFSI and support industry efforts to improve the monitoring and reporting of supply chain activities.





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