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 of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) | |
1900 South Price Road; Chandler, AZ | 85286 | ||
(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, 2013.
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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 2013. Our RCOI was designed to determine whether the tantalum, tin, tungsten, and gold (Conflict Minerals) we used when performing semiconductor packaging services originated from the Democratic Republic of the Congo or an adjoining country (Covered Countries) or are from recycled or scrap sources.
We conducted our RCOI with our direct suppliers using the Conflict Minerals Reporting Template, a supply chain survey tool provided by the Conflict-Free Sourcing Initiative. We relied primarily on responses received from our direct suppliers to identify sources of Conflict Minerals.
The responses to our RCOI listed the sources of Conflict Minerals as: (1) unknown, (2) from recycled or scrap sources, (3) from within a Covered Country, or (4) from outside the Covered Countries. Based on these responses, we determined that some of our Conflict Minerals came from recycled or scrap sources. In addition, we have reason to believe that some of our Conflict Minerals may have originated in a Covered Country and were not 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 1.02 contain references to our website. The information on this website is not incorporated by reference into this Form SD or Exhibit 1.02.
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 1.02 - Conflict Minerals Report 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 | June 2, 2014 | ||||
Gil C. Tily, Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary | (Date) | ||||
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Exhibit 1.02
Conflict Minerals Report of Amkor Technology, Inc.
This Conflict Minerals Report of Amkor Technology, Inc. for calendar year 2013, except for Conflict Minerals that were located outside of our supply chain prior to January 31, 2013, 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 given 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 within the minerals supply chain from the mine to 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 within the minerals supply chain from when the mineral leaves the smelter or refiner to when it arrives at 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 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 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, a voluntary initiative in which an independent third party audits the procurement activities of a smelter or refiner to determine, with reasonable confidence, that the minerals it processes originated from conflict-free sources.
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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, Second Edition, 2013 (“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.
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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. |
• | Established 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. |
Step 2 - Identify and Assess Risks in the Supply Chain
• | Conducted a supply chain survey of our direct suppliers using the CMRT to identify the smelters, refiners and/or mine of origin of Conflict Minerals. |
• | Compared smelters, refiners and/or mine of origin identified by our direct suppliers against the list of smelters, refiners and mineral sourcing information that have received a “conflict-free” designation by the CFSI. |
• | Performed additional due diligence on a portion of direct suppliers, including on-site reviews of documentation and procedures, to evaluate the reasonableness of responses received from all direct suppliers. |
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 and to reduce the risk of inaccurate information received from our suppliers. |
• | Contacted smelters and refiners, directly or indirectly through our supply chain, to encourage them to participate in the Conflict-Free Smelter Program or industry equivalent. Our outreach efforts included on-site visits with select smelters and meetings with industry associations. |
Step 4 - Carry Out Independent Third-party Audits of Smelter/Refiner’s Due Diligence Practices
• | Became a member of the CFSI, an industry group that has implemented the Conflict-Free Smelter Program. As a member, we have relied on the results of Conflict-Free Smelter Program 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 2013 Form SD and Conflict Minerals Report on the “Investors” tab of www.amkor.com, under “SEC filings”. |
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Due Diligence Results
The result of our due diligence indicates that the sources of Conflict Minerals were (1) unknown, (2) from recycled or scrap sources, (3) from within the Democratic Republic of the Congo or adjoining countries (the “Covered Countries”), or (4) from outside the Covered Countries.
The following tables present a description, to the extent known, of the facilities used to process Conflict Minerals in 2013 in connection with our packaging services, and the country of origin of such Conflict Minerals. Our efforts to determine the mine or location of origin of these Conflict Minerals are described above under the caption “Due Diligence Performed.” The information presented in the tables below is derived from information provided by the Conflict-Free Smelter Program and our direct suppliers.
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Smelters and Refiners Processing Conflict Minerals, to the Extent Known | |
A.L.M.T. Corporation | Minmetals Ganzhou Tin Co., Ltd. |
Aida Chemical Industries Co., Ltd. | Minsur |
Allgemeine Gold-und Silberscheideanstalt A.G. | Mitsubishi Materials Corporation |
Alpha | Mitsui Mining and Smelting Co., Ltd. |
Argor-Heraeus SA | Navoi Mining and Metallurgical Combinat |
Asahi Pretec Corporation | Nihon Material Co., Ltd. |
Asaka Riken Co., Ltd. | Novosibirsk Integrated Tin Works |
CCR Refinery - Glencore Canada Corporation | Ohio Precious Metals, LLC |
Chongyi Zhangyuan Tungsten Co., Ltd. | OMSA |
Chugai Mining | PAMP SA |
CNMC (Guangxi) PGMA Co., Ltd. | PT Babel Inti Perkasa |
Cooper Santa | PT Bangka Putra Karya |
CV United Smelting | PT Bangka Tin Industry |
Dowa | PT Belitung Industri Sejahtera |
EM Vinto | PT Bukit Timah |
Fenix Metals | PT DS Jaya Abadi |
Ganzhou Huaxing Tungsten Products Co., Ltd. | PT Koba Tin |
Gejiu Non-Ferrous Metal Processing Co., Ltd. | PT Mitra Stania Prima |
Gejiu Zi-Li | PT Refined Bangka Tin |
Global Tungsten & Powders Corporation | PT Stanindo Inti Perkasa |
H.C. Starck Group | PT Tambang Timah |
Heraeus Ltd. Hong Kong | PT Timah |
Heraeus Precious Metals GmbH & Co. KG | PT Tinindo Inter Nusa |
Huichang Jinshunda Tin Co., Ltd. | Royal Canadian Mint |
Ishifuku Metal Industry Co., Ltd. | SEMPSA Joyería Platería SA |
Johnson Matthey Inc. | Solar Applied Materials Technology Corporation |
Johnson Matthey Ltd. | Sumitomo Metal Mining Co., Ltd. |
JX Nippon Mining & Metals Co., Ltd. | Taki Chemicals |
Kennametal Huntsville | Tanaka Kikinzoku Kogyo K.K. |
Kennecott Utah Copper LLC | Thaisarco |
Kojima Chemicals Co., Ltd. | Tokuriki Honten Co., Ltd. |
Linwu Xianggui Smelter Co. | Ulba |
Liuzhou China Tin | Umicore SA Business Unit Precious Metals Refining |
LS-NIKKO Copper Inc. | United Precious Metal Refining, Inc. |
Malaysia Smelting Corporation (MSC) | Valcambi SA |
Materion | Western Australian Mint trading as The Perth Mint |
Matsuda Sangyo Co., Ltd. | White Solder Metalurgia e Mineração Ltda. |
Metahub Industries Sdn. Bhd. | Wolfram Company CJSC |
Metallo Chimique | Xiamen Tungsten Co., Ltd. |
Metalor Technologies (Hong Kong) Ltd. | Yamamoto Precisou Metal Co., Ltd. |
Metalor Technologies SA | Yokohama Metal Co., Ltd. |
Metalor USA Refining Corporation | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. |
Mineração Taboca SA | Yunnan Tin Co., Ltd. |
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Countries of Origin for Conflict Minerals, to the Extent Known | ||
Angola | Germany | Republic of Congo |
Argentina | Guyana | Republic of Korea |
Australia | India | Russian Federation |
Austria | Indonesia | Rwanda |
Belgium | Ireland | Sierra Leone |
Bolivia | Israel | Singapore |
Brazil | Japan | South Africa |
Burundi | Kenya | South Sudan |
Central African Republic | Lao People's Democratic Republic | Suriname |
Chile | Luxembourg | Switzerland |
China | Madagascar | Thailand |
Colombia | Malaysia | The Democratic Republic of Congo |
Cote D'Ivoire | Mongolia | Uganda |
Czech Republic | Mozambique | United Kingdom |
Djibouti | Myanmar | United Republic of Tanzania |
Egypt | Netherlands | United States of America |
Estonia | Nigeria | Zambia |
Ethiopia | Peru | Zimbabwe |
France | Portugal | |
Due Diligence Improvements
We plan to undertake the following steps during the next compliance periods to mitigate the risk that our Conflict Minerals benefit armed groups:
• | Strengthen engagement with our direct suppliers with additional training and periodic communications. |
• | Increase our efforts to identify the number of smelters and refiners within our supply chain by evaluating the information received from our direct suppliers and comparing them with revised information published by the Conflict-Free Sourcing Initiative. |
• | Increase the level and frequency of contact with smelters and refiners to encourage them to participate in the Conflict-Free Smelter Program or industry equivalent. |
• | Test controls within our Conflict Minerals Management System to evaluate effectiveness. |
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