Biggest changeWhile the Pillar Two Model Rules did not have a material impact on our 2024 results, additional countries where we operate, including Singapore, have adopted Pillar Two Model Rules effective in 2025. Enactment of this legislation is expected to adversely affect our effective tax rate, tax payments and conditional reduced tax rates.
Biggest changeSome countries we operate in have enacted laws based on the Pillar Two Model Rules, which has adversely affected our effective tax rate, expected tax payments and conditional reduced tax rates. The OECD’s 2026 introduction of the Side-by-Side (“SbS”) framework may impact our future tax obligations and compliance requirements.
The following are some of the risks we face in doing business internationally: • restrictive trade barriers considered or adopted by U.S. and foreign governments applicable to the semiconductor supply chain, including laws, rules, regulations and policies in areas such as national security, licensing requirements for exports, tariffs, customs and duties, including the export rules and regulations applicable to U.S. companies that sell certain semiconductor and chipmaking equipment products to customers in China; • international trade disputes, geopolitical tensions, increasing protectionism and economic nationalism leading to increasing export restrictions, trade barriers, tariffs, and other changes in trade policy; • laws, rules, regulations and policies within China and other countries that may favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors; • health and safety concerns, including widespread outbreak of infectious diseases and governmental responses thereto; • changes in consumer demand resulting from current or expected inflation or other variations in local economies; • laws, rules, regulations and policies imposed by U.S. or foreign governments in areas such as data privacy, cybersecurity, antitrust and competition, tax, currency and banking, labor, environmental, and health and safety; • the payment of dividends and other payments by non-U.S. subsidiaries may be subject to prohibitions, limitations or taxes in local jurisdictions; • fluctuations in currency exchange rates, particularly the U.S. dollar to Japanese yen exchange rate for our operations in Japan; • political and social conditions, and the potential for civil unrest, terrorism or other hostilities (such as the ongoing conflicts in Ukraine and Israel); • disruptions or delays in shipments caused by customs brokers or government agencies; • difficulties in attracting and retaining qualified personnel and managing foreign operations, including foreign labor disruptions; • difficulty in enforcing contractual rights and protecting our intellectual property rights; • potentially adverse tax consequences resulting from tax laws in the United States and in other jurisdictions; and 24 Table of Contents • local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S.
The following are some of the risks we face in doing business internationally: • restrictive trade barriers considered or adopted by U.S. and foreign governments applicable to the semiconductor supply chain, including laws, rules, regulations and policies in areas such as national security, licensing requirements for exports, tariffs, customs and duties, including the export rules and regulations applicable to U.S. companies that sell certain semiconductor and chipmaking equipment products to customers in China; • international trade disputes, geopolitical tensions, increasing protectionism and economic nationalism leading to increasing export restrictions, trade barriers, tariffs, and other changes in trade policy; • laws, rules, regulations and policies within China and other countries that may favor domestic companies over non-domestic companies, including customer- or government-supported efforts to promote the development and growth of local competitors; • health and safety concerns, including widespread outbreak of infectious diseases and governmental responses thereto; • changes in consumer demand resulting from current or expected inflation or other variations in local economies; 23 Table of Contents • laws, rules, regulations and policies imposed by U.S. or foreign governments in areas such as data privacy, cybersecurity, antitrust and competition, tax, currency and banking, labor, environmental, and health and safety; • the payment of dividends and other payments by non-U.S. subsidiaries may be subject to prohibitions, limitations or taxes in local jurisdictions; • fluctuations in currency exchange rates, particularly the U.S. dollar to Japanese yen exchange rate for our operations in Japan; • political and social conditions, and the potential for civil unrest, terrorism or other hostilities (such as the ongoing conflicts in Ukraine and Israel); • disruptions or delays in shipments caused by customs brokers or government agencies; • difficulties in attracting and retaining qualified personnel and managing foreign operations, including foreign labor disruptions; • difficulty in enforcing contractual rights and protecting our intellectual property rights; • potentially adverse tax consequences resulting from tax laws in the United States and in other jurisdictions; and • local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S.
The award arrangements provide Commerce with rights to audit our compliance with their terms and obligations, and such audits could result in modifications to, or termination of, the award. To a lesser extent, we also receive incentives from state and local governments for the Arizona Facility, which have similar terms and conditions.
The award arrangements provide the Commerce Department with rights to audit our compliance with their terms and obligations, and such audits could result in modifications to, or termination of, the award. To a lesser extent, we also receive incentives from state and local governments for the Arizona Facility, which have similar terms and conditions.
Our net sales, gross margin, gross profit, operating income, net income and cash flows have historically fluctuated significantly from quarter to quarter as a result of many of the following factors, over which we have little or no control and which we expect to continue to impact our business: • fluctuations in demand for semiconductors and conditions in the semiconductor industry generally, as well as by specific customers, such as inventory reductions by our customers impacting demand in key markets; • changes in cost, quality, availability and delivery times of raw materials, components, equipment and labor; • inflation, including wage inflation, and fluctuations in commodity prices, including gold, copper and other precious metals; • our ability to achieve our major growth objectives, including transitioning second-wave customers to advanced packages and increasing our share of the automotive and industrial end market; • changes in our capacity and capacity utilization rates; • fluctuations in interest rates and currency exchange rates, including the current rising interest rate environment; • changes in average selling prices which can occur quickly due to the absence of long-term agreements on price; • changes in the mix of the semiconductor packaging and test services that we sell; • fluctuations in our manufacturing yields; • the development, transition and ramp to high volume manufacture of more advanced silicon nodes and evolving wafer, packaging and test technologies may cause production delays, lower manufacturing yields and supply constraints for new wafers and other materials; • the absence of backlog, the short-term nature of our customers’ commitments, double bookings by customers and deterioration in customer forecasts and the impact of these factors, including the possible delay, rescheduling and cancellation of large orders, or the timing and volume of orders relative to our production capacity; • the timing of expenditures in anticipation of future orders; • changes in effective tax rates; • the availability and cost of financing; • leverage and debt covenants; • intellectual property transactions and disputes; • warranty and product liability claims and the impact of quality excursions and customer disputes and returns; • costs associated with legal claims, indemnification obligations, judgments and settlements; • political instability, conflicts (such as the ongoing conflicts in Ukraine and Israel) and government shutdowns, civil disturbances and international events; • environmental or natural disasters such as earthquakes, typhoons and volcanic eruptions; • pandemics or other widespread illnesses that may impact our labor force, operations, liquidity, supply chain and end-user demand for products which incorporate semiconductors; 18 Table of Contents • costs of acquisitions and divestitures and difficulties integrating acquisitions; • our ability to attract and retain qualified personnel to support our global operations; • our ability to penetrate new end markets or expand our business in existing end markets; • dependence on key customers or concentration of customers in certain end markets, such as mobile communications and automotive; and • restructuring charges, asset write-offs and impairments.
Our net sales, gross margin, gross profit, operating income, net income and cash flows have historically fluctuated significantly from quarter to quarter as a result of many of the following factors, over which we have little or no control and which we expect to continue to impact our business: • fluctuations in demand for semiconductors and conditions in the semiconductor industry generally, as well as by specific customers, such as inventory reductions by our customers impacting demand in key markets; • changes in cost, quality, availability and delivery times of raw materials, components, equipment and labor; • inflation, including wage inflation, and fluctuations in commodity prices, including gold, silver, copper and other precious metals; • our ability to achieve our major growth objectives, including transitioning second-wave customers to advanced packages and increasing our share of the automotive and industrial end market; • changes in our capacity and capacity utilization rates; • fluctuations in interest rates and currency exchange rates; • changes in average selling prices which can occur quickly due to the absence of long-term agreements on price; • changes in the mix of the semiconductor packaging and test services that we sell; • fluctuations in our manufacturing yields; • the development, transition and ramp to high volume manufacture of more advanced silicon nodes and evolving wafer, packaging and test technologies may cause production delays, lower manufacturing yields and supply constraints for new wafers and other materials; • the absence of backlog, the short-term nature of our customers’ commitments, double bookings by customers and deterioration in customer forecasts and the impact of these factors, including the possible delay, rescheduling and cancellation of large orders, or the timing and volume of orders relative to our production capacity; • the timing of expenditures in anticipation of future orders; • changes in effective tax rates; • the availability and cost of financing; 17 Table of Contents • leverage and debt covenants; • intellectual property transactions and disputes; • warranty and product liability claims and the impact of quality excursions and customer disputes and returns; • costs associated with legal claims, indemnification obligations, judgments and settlements; • political instability, conflicts (such as the ongoing conflicts in Ukraine and Israel) and government shutdowns, civil disturbances and international events; • environmental or natural disasters such as earthquakes, typhoons and volcanic eruptions; • pandemics or other widespread illnesses that may impact our labor force, operations, liquidity, supply chain and end-user demand for products which incorporate semiconductors; • costs of acquisitions and divestitures and difficulties integrating acquisitions; • our ability to attract and retain qualified personnel to support our global operations; • our ability to penetrate new end markets or expand our business in existing end markets; • dependence on key customers or concentration of customers in certain end markets, such as mobile communications and automotive; and • restructuring charges, asset write-offs and impairments.
The following is a list of some of these risks: Risks Related to Our Business, Operations and Industry • dependence on the cyclical and volatile semiconductor industry and vulnerability to industry downturns and declines in global economic and financial conditions; • changes in costs, quality, availability and delivery times of raw materials, components and equipment; • fluctuations in operating results and cash flows; • competition with established competitors in the packaging and test business, the internal capabilities of IDMs, and new competitors, including foundries and contract manufacturers; • our substantial investments in equipment and facilities to support the demand of our customers; • warranty claims, product return and liability risks, and the risk of negative publicity if our products fail, as well as the risk of litigation incident to our business; • difficulty achieving the relatively high-capacity utilization rates necessary to realize satisfactory gross margins given our high percentage of fixed costs; • our absence of backlog and the short-term nature of our customers’ commitments; • the historical downward pressure on the prices of our packaging and test services; • fluctuations in our manufacturing yields; • a downturn or lower sales to customers in the automotive industry; • dependence on key customers or concentration of customers in certain end markets, such as mobile communications and automotive; 15 Table of Contents • difficulty funding our liquidity needs; and • challenges with integrating diverse operations.
The following is a list of some of these risks: Risks Related to Our Business, Operations and Industry • dependence on the cyclical and volatile semiconductor industry and vulnerability to industry downturns and declines in global economic and financial conditions; • changes in costs, quality, availability and delivery times of raw materials, components and equipment; • fluctuations in operating results and cash flows; • competition with established competitors in the packaging and test business, the internal capabilities of IDMs, and other competitors, including foundries and contract manufacturers; • our substantial investments in equipment and facilities to support the demand of our customers; • warranty claims, product return and liability risks, and the risk of negative publicity if our products fail, as well as the risk of litigation incident to our business; 14 Table of Contents • difficulty achieving the relatively high-capacity utilization rates necessary to realize satisfactory gross margins given our high percentage of fixed costs; • our absence of backlog and the short-term nature of our customers’ commitments; • the historical downward pressure on the prices of our packaging and test services; • fluctuations in our manufacturing yields; • a downturn or lower sales to customers in the automotive industry; • dependence on key customers or concentration of customers in certain end markets, such as mobile communications and automotive; • difficulty funding our liquidity needs; and • challenges with integrating diverse operations.
In December 2024, Commerce awarded us up to $407 million in direct funding pursuant to the CHIPS Act for the Arizona Facility. This award requires us to achieve construction and production milestones and restricts us from undertaking certain activities.
In December 2024, the Commerce Department awarded us up to $407 million in direct funding pursuant to the CHIPS Act for the Arizona Facility. This award requires us to achieve construction and production milestones and restricts us from undertaking certain activities.
We have derived and expect to continue to derive a large portion of our revenues from a small group of customers during any particular period due in part to the concentration of market share in the semiconductor industry. Our ten largest customers accounted for, in the aggregate, 72% of our net sales for the year ended December 31, 2024.
We have derived and expect to continue to derive a large portion of our revenues from a small group of customers during any particular period due in part to the concentration of market share in the semiconductor industry. Our ten largest customers accounted for, in the aggregate, 72% of our net sales for the year ended December 31, 2025.
In connection with these activities, we may: • incur costs associated with personnel reductions and voluntary retirement programs; • record restructuring charges to cover costs associated with facility consolidations and related cost reduction initiatives; • use a significant portion of our available cash; • incur substantial debt; • issue equity securities, which may dilute the ownership of current stockholders; 23 Table of Contents • incur or assume known or unknown contingent liabilities; and • incur large, immediate accounting write offs and face antitrust or other regulatory inquiries or actions.
In connection with these activities, we may: • incur costs associated with personnel reductions and voluntary retirement programs; • record restructuring charges to cover costs associated with facility consolidations and related cost reduction initiatives; • use a significant portion of our available cash; • incur substantial debt; • issue equity securities, which may dilute the ownership of current stockholders; • incur or assume known or unknown contingent liabilities; and • incur large, immediate accounting write offs and face antitrust or other regulatory inquiries or actions.
Our liquidity is affected by, among other factors, volatility in the global economy and credit markets, the performance of our business, our capital expenditures and other investment levels, other uses of our cash, including any payments of dividends and purchases of stock under any stock repurchase program, any acquisitions or investments in joint ventures and any decisions we might make to either repay debt and 22 Table of Contents other long-term obligations out of our operating cash flows or refinance debt at or prior to maturity with the proceeds of debt or equity financings.
Our liquidity is affected by, among other factors, volatility in the global economy and credit markets, the performance of our business, our capital expenditures and other investment levels, other uses of our cash, including any payments of dividends and purchases of stock under any stock repurchase program, any acquisitions or investments in joint ventures and any decisions we might make to either repay debt and other long-term obligations out of our operating cash flows or refinance debt at or prior to maturity with the proceeds of debt or equity financings.
Some of the risks from these activities include those associated with the following: • increasing the scope, geographic diversity and complexity of our operations; • conforming an acquired company’s standards, practices, systems and controls with our operations; • increasing complexity from combining recent acquisitions of an acquired business; • unexpected losses of key employees or customers of an acquired business; • difficulties in the assimilation of acquired operations, technologies or products; and • diversion of management and other resources from other parts of our operations and adverse effects on existing business relationships with customers.
Some of the risks from these activities include those associated with the following: • increasing the scope, geographic diversity and complexity of our operations; • conforming an acquired company’s standards, practices, systems and controls with our operations; 22 Table of Contents • increasing complexity from combining recent acquisitions of an acquired business; • unexpected losses of key employees or customers of an acquired business; • difficulties in the assimilation of acquired operations, technologies or products; and • diversion of management and other resources from other parts of our operations and adverse effects on existing business relationships with customers.
If any third party makes an enforceable infringement claim against us or our customers, we could be required to: • discontinue the use of certain processes or cease to provide the services at issue, which could curtail our business; • pay substantial damages; • develop non-infringing technologies, which may not be feasible; or • acquire licenses to such technology, which may not be available on commercially reasonable terms or at all.
If any third party makes an enforceable infringement claim against us or our customers, we could be required to: • discontinue the use of certain processes or cease to provide the services at issue, which could curtail our business; • pay substantial damages; 25 Table of Contents • develop non-infringing technologies, which may not be feasible; or • acquire licenses to such technology, which may not be available on commercially reasonable terms or at all.
Our substantial indebtedness could: • make it more difficult for us to satisfy our obligations with respect to our indebtedness, including our obligations under our indentures to purchase notes tendered as a result of a change in control of Amkor; • increase our vulnerability to general adverse economic and industry conditions; 27 Table of Contents • limit our ability to fund future working capital, capital expenditures, research and development and other business opportunities, including joint ventures and acquisitions; • require us to dedicate a substantial portion of our cash flow from operations to service payments of interest and principal on our debt, thereby reducing the availability of our cash flow to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements; • increase the volatility of the price of our common stock; • limit our flexibility to react to changes in our business and the industry in which we operate; • place us at a competitive disadvantage to any of our competitors that have less debt; • limit, along with the financial and other covenants in our indebtedness, our ability to borrow additional funds; • limit our ability to refinance our existing indebtedness, particularly during periods of adverse credit market conditions when refinancing indebtedness may not be available under interest rates and other terms acceptable to us or at all; and • increase our cost of borrowing.
Our substantial indebtedness could: • make it more difficult for us to satisfy our obligations with respect to our indebtedness, including our obligations under our indentures to purchase notes tendered as a result of a change in control of Amkor; • increase our vulnerability to general adverse economic and industry conditions; • limit our ability to fund future working capital, capital expenditures, research and development and other business opportunities, including joint ventures and acquisitions; • require us to dedicate a substantial portion of our cash flow from operations to service payments of interest and principal on our debt, thereby reducing the availability of our cash flow to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements; • increase the volatility of the price of our common stock; • limit our flexibility to react to changes in our business and the industry in which we operate; • place us at a competitive disadvantage to any of our competitors that have less debt; • limit, along with the financial and other covenants in our indebtedness, our ability to borrow additional funds; • limit our ability to refinance our existing indebtedness, particularly during periods of adverse credit market conditions when refinancing indebtedness may not be available under interest rates and other terms acceptable to us or at all; and • increase our cost of borrowing. 27 Table of Contents If interest rates increase, our debt service obligations under our variable rate indebtedness would increase, which could have a material adverse effect on our results of operations.
We cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors, that our customers will not rely on internal sources, foundries or contract manufacturers for packaging and 19 Table of Contents test services or that our business, liquidity, results of operations, financial condition or cash flows will not be materially and adversely affected by such increased competition.
We cannot assure you that we will be able to compete successfully in the future against our existing or potential competitors, that our customers will not rely on internal sources, foundries or contract manufacturers for packaging and test services or that our business, liquidity, results of operations, financial condition or cash flows will not be materially and adversely affected by such increased competition.
Servicing our current and future customers requires that we incur significant operating expenses and continue to make significant capital expenditures and other investments, and the amount of our capital expenditures for 2025 and thereafter may vary materially and will depend on several factors.
Servicing our current and future customers requires that we incur significant operating expenses and continue to make significant capital expenditures and other investments, and the amount of our capital expenditures for 2026 and thereafter may vary materially and will depend on several factors.
Since our business is, and will continue to be, dependent on the requirements of semiconductor companies for outsourced packaging and test services, any downturn in the semiconductor industry or any other industry that uses a significant 16 Table of Contents number of semiconductor devices, such as communications, computing, automotive and industrial or consumer electronics, could have a material adverse effect on our business and operating results.
Since our business is, and will continue to be, dependent on the requirements of semiconductor companies for outsourced packaging and test services, any downturn in the semiconductor industry or any other industry that uses a significant number of semiconductor devices, such as communications, computing, automotive and industrial or consumer electronics, could have a material adverse effect on our business and operating results.
We compete against established competitors in the packaging and test business as well as internal capabilities of IDMs and face competition from new competitors, including foundries and contract manufacturers. The outsourced semiconductor packaging and test services market is very competitive.
We compete against established competitors in the packaging and test business as well as internal capabilities of IDMs and face competition from foundries and contract manufacturers. The outsourced semiconductor packaging and test services market is very competitive.
This concentration of ownership may also have the effect of impeding a merger, consolidation, takeover or other business consolidation involving us, or discouraging a potential acquirer from making a tender offer for our shares, and could also 28 Table of Contents negatively affect our stock’s market price or decrease any premium over market price that an acquirer might otherwise pay.
This concentration of ownership may also have the effect of impeding a merger, consolidation, takeover or other business consolidation involving us, or discouraging a potential acquirer from making a tender offer for our shares, and could also negatively affect our stock’s market price or decrease any premium over market price that an acquirer might otherwise pay.
The anticipated customer demand for which we have made capital investments may not materialize, and our sales may not 20 Table of Contents adequately cover fixed costs, resulting in reduced profit levels or even significant losses, either of which may materially and adversely impact our business, liquidity, results of operations, financial condition and cash flows.
The anticipated customer demand for which we have made capital investments may not materialize, and our sales may not adequately cover fixed costs, resulting in reduced profit levels or even significant losses, either of which may materially and adversely impact our business, liquidity, results of operations, financial condition and cash flows.
We cannot guarantee that we will successfully achieve and maintain outcomes or be able to comply with other obligations required to qualify for this award or that Commerce will provide or continue to provide such funding.
We cannot guarantee that we will successfully achieve and maintain outcomes or be able to comply with other obligations required to qualify for this award or that the Commerce Department will provide or continue to provide such funding.
Once qualified and in production, defective packages primarily result from one or more of the following: • contaminants in the manufacturing environment; • human error; • equipment malfunction; • changing processes to address environmental requirements; • defective raw materials; or • defective plating services. Test is also complex and involves sophisticated equipment and software.
Once qualified and in production, defective packages primarily result from one or more of the following: • contaminants in the manufacturing environment; 20 Table of Contents • human error; • equipment malfunction; • changing processes to address environmental requirements; • defective raw materials; or • defective plating services. Test is also complex and involves sophisticated equipment and software.
As a result, depending on market conditions, we could experience adverse changes in pricing, currency risk and potential shortages in equipment, any of which could have a material adverse effect on our results of operations. We are a large buyer of gold and other commodity materials, including substrates and copper.
As a result, depending on 16 Table of Contents market conditions, we could experience adverse changes in pricing, currency risk and potential shortages in equipment, any of which could have a material adverse effect on our results of operations. We are a large buyer of gold and other commodity materials, including substrates and copper.
A major disruption or shutdown of any such factory could completely impair our ability to perform those services or require us to 31 Table of Contents shift them to another location. As a result, our ability to fulfill customer orders may be impaired or delayed, and we could incur significant losses.
A major disruption or shutdown of any such factory could completely impair our ability to perform those services or require us to shift them to another location. As a result, our ability to fulfill customer orders may be impaired or delayed, and we could incur significant losses.
Our operating results and cash flows have varied and may vary significantly as a result of factors that we cannot control. 17 Table of Contents Many factors could have a material adverse effect on our net sales, gross profit, operating results and cash flows or lead to significant variability of quarterly or annual operating results.
Our operating results and cash flows have varied and may vary significantly as a result of factors that we cannot control. Many factors could have a material adverse effect on our net sales, gross profit, operating results and cash flows or lead to significant variability of quarterly or annual operating results.
Additionally, if Amkor is unable to align its environmental, health and 30 Table of Contents safety practices with shifting customer preferences, we could suffer reputational harm, which could have a material and adverse effect on our business, results of operations, liquidity and cash flows.
Additionally, if Amkor is unable to align its environmental, health and safety practices with shifting customer preferences, we could suffer reputational harm, which could have a material and adverse effect on our business, results of operations, liquidity and cash flows.
In recent years, the U.S. Bureau of Industry and Security announced new export control regulations applicable to the sale of U.S. semiconductor technology in China (collectively, the “BIS Regulations”).
In recent years, the U.S. Bureau of Industry and Security has announced export control regulations applicable to the sale of U.S. semiconductor technology in China (collectively, the “BIS Regulations”).
Our failure to qualify new processes, maintain quality standards or acceptable production yields, if significant and prolonged, could result in the loss of customers, increased costs of production, delays, substantial amounts of returned 21 Table of Contents goods and claims by customers relating thereto.
Our failure to qualify new processes, maintain quality standards or acceptable production yields, if significant and prolonged, could result in the loss of customers, increased costs of production, delays, substantial amounts of returned goods and claims by customers relating thereto.
We earn a substantial portion of our income in foreign countries, and our operations are subject to tax in multiple jurisdictions with complicated and varied tax regimes. Tax laws and income tax rates in these jurisdictions are subject to change due to economic and political conditions.
We earn a substantial portion of our income in foreign countries, and our operations are subject to tax in multiple jurisdictions with complicated and varied tax regimes. Tax laws and income tax rates in these jurisdictions are subject to 29 Table of Contents change due to economic and political conditions.
As a result, we expect to develop, acquire and implement new manufacturing processes and packaging technologies and tools in order to respond to competitive industry conditions and customer requirements. Technological advances may lead to rapid and significant price erosion and may make our existing packages less competitive or our existing inventories 25 Table of Contents obsolete.
As a result, we expect to develop, acquire and implement new manufacturing processes and packaging technologies and tools in order to respond to competitive industry conditions and customer requirements. Technological advances may lead to rapid and significant price erosion and may make our existing packages less competitive or our existing inventories obsolete.
While our global manufacturing footprint allows us to shift production to other factories without substantial cost or production delays, certain of our services are currently performed using equipment located in one or only a subset of our factories.
While our global manufacturing footprint may allow us to shift production to other factories without substantial cost or production delays, certain of our services are currently performed using equipment located in one or only a subset of our factories.
General Risk Factors • natural disasters and other calamities, health conditions or pandemics, political instability, hostilities or other disruptions. Risks Related to Our Business, Operations and Industry Our packaging and test services are used in volatile industries, and industry downturns and declines in global economic and financial conditions could harm our performance.
General Risk Factors • natural disasters and other calamities, health conditions or pandemics, political instability, hostilities or other disruptions. 15 Table of Contents Risks Related to Our Business, Operations and Industry Our packaging and test services are used in volatile industries, and industry downturns and declines in global economic and financial conditions could harm our performance.
Such operations are or could be subject to: natural disasters, such as earthquakes, tsunamis, typhoons, floods, droughts, volcanoes and other severe weather and geological events, and other calamities, such as fire; the outbreak of infectious diseases (such as Covid-19 and other coronaviruses, Ebola or flu); industrial strikes; government-imposed travel restrictions or quarantines; breakdowns of equipment; difficulties or delays in obtaining materials, equipment, utilities and services; political events or instability; acts of war or armed conflict (such as ongoing conflicts in Ukraine and Israel); terrorist incidents and other hostilities in regions where we have facilities; and industrial accidents and other events, that could disrupt or even shut down our operations.
Such operations are or could be subject to: natural disasters, such as earthquakes, tsunamis, typhoons, floods, droughts, extreme heat, volcanoes and other severe weather and geological events, and other calamities, such as fire; the outbreak of infectious diseases (such as Covid-19 and other coronaviruses, Ebola or flu); industrial strikes; government-imposed travel restrictions or quarantines; breakdowns of equipment; difficulties or delays in obtaining materials, equipment, utilities and services, including electricity and water; political events or instability; acts of war or armed conflict (such as ongoing conflicts in Ukraine and Israel); terrorist incidents and other hostilities in regions where we 31 Table of Contents have facilities; and industrial accidents and other events, that could disrupt or even shut down our operations.
Concentration of ownership also reduces the public float of our common stock. There may be less liquidity and higher price volatility for the stock of companies with a smaller public float compared to companies with broader public ownership.
Concentration of ownership also reduces the public float of our common stock. There may be less liquidity and higher price volatility for the stock of companies with a smaller public float compared to companies with broader public 28 Table of Contents ownership.
We provide packaging and test services through our factories and other operations located in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and Vietnam. Substantially all of our property, plant and equipment is located outside of the United States, and many of our customers and the vendors in our supply chain are also located outside the United States.
We provide packaging and test services through our factories and other operations located in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and Vietnam. A significant portion of our property, plant and equipment is located outside of the United States, and many of our customers and the vendors in our supply chain are also located outside the United States.
We may become liable under these and other environmental, health and safety laws and regulations, including for the cost of compliance and cleanup of any disposal or release of hazardous materials arising out of our former or current operations, or otherwise as a result of the emission of GHGs or other chemicals, the existence of hazardous materials on our properties or the existence of hazardous substances in the products for which we perform our services.
We may become liable under these and other environmental, health and safety laws and regulations, including for the cost of compliance and cleanup of any disposal or release of hazardous materials 30 Table of Contents arising out of our former or current operations, or otherwise as a result of the emission of greenhouse gases (“GHG”) or other chemicals, the existence of hazardous materials on our properties or the existence of hazardous substances in the products for which we perform our services.
The Kim family also has options to acquire approximately 0.6 million shares. If the options are exercised, the Kim family’s total ownership would be an aggregate of approximately 132.7 million shares, or approximately 54% of our outstanding common stock.
The Kim family also has options to acquire approximately 0.6 million shares. If the options are exercised, the Kim family’s total ownership would be an aggregate of approximately 122.7 million shares, or approximately 49.5%, of our outstanding common stock.
The awards and incentives from the agreement with the U.S. Department of Commerce (“Commerce”) pursuant to the U.S.
The awards and incentives from the agreement with the U.S. Department of Commerce (the “Commerce Department”) pursuant to the U.S.
In June 2013, the Kim family exchanged convertible notes issued by Amkor in 2009 for approximately 49.6 million shares of common stock (the “Convert Shares”). As of December 31, 2024, the Kim family owns 39.6 million Convert Shares. The Convert Shares owned by the Kim family are subject to a voting agreement.
In June 2013, the Kim family exchanged convertible notes issued by Amkor in 2009 for approximately 49.6 million shares of common stock (the “Convert Shares”). As of February 12, 2026, the Kim family owns approximately 29.6 million Convert Shares. The Convert Shares owned by the Kim family are subject to a voting agreement.
Risks Related to Our Indebtedness • restrictive covenants in the indentures and agreements governing our current and future indebtedness; • our substantial indebtedness; and • fluctuations in interest rates and changes in credit risk.
Risks Related to Our Indebtedness • restrictive covenants in the indentures and agreements governing our current and future indebtedness; • our substantial indebtedness; • the effect of interest rate increases on our variable rate indebtedness; and • fluctuations in interest rates and changes in credit risk.
The OECD, which represents a coalition of member countries, recommended changes to long-standing tax principles related to transfer pricing and has developed model rules including establishing a global minimum corporate income tax tested on a jurisdictional basis (the “Pillar Two Model Rules”). Some countries we operate in have enacted laws based on the Pillar Two Model Rules effective in 2024.
The OECD, which represents a coalition of member countries, recommended changes to long-standing tax principles related to transfer pricing and has developed model rules including establishing a global minimum corporate income tax tested on a jurisdictional basis (the “Pillar Two Model Rules”).
Kim and members of her family can effectively determine or substantially influence the outcome of all matters requiring stockholder approval. As of December 31, 2024, Susan Y. Kim, the Chairman of our Board of Directors and members of the Kim family and affiliates owned approximately 132.1 million shares, or approximately 54%, of our outstanding common stock.
Kim and members of her family can effectively determine or substantially influence the outcome of all matters requiring stockholder approval. As of February 12, 2026, Susan Y. Kim, the Chairman of our Board of Directors and members of the Kim family and affiliates owned approximately 122.1 million shares, or approximately 49.4%, of our outstanding common stock.
These foundries, which are substantially larger than us and have greater financial resources than we do, have expanded their operations to include packaging and test services and may continue to expand these capabilities in the future.
We face competition from foundries, which offer full turnkey services from silicon wafer fabrication through packaging and final test. These foundries, which are substantially larger than us and have greater financial resources than we do, have expanded their operations to include packaging and test services and may continue to expand these capabilities in the future.
For example, we continue to further integrate information technology systems in our facilities in Japan into our existing systems and processes. We face risks in connection with current and future projects to install or integrate new information technology systems or upgrade our existing systems.
We face risks in connection with current and future projects to install or integrate new information technology systems or upgrade our existing systems.
Changes in U.S. or foreign tax laws, including new or modified guidance with respect to existing tax laws, could have a material adverse impact on our liquidity, results of operations, financial condition and cash flows.
The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Changes in U.S. or foreign tax laws, including new or modified guidance with respect to existing tax laws, could have a material adverse impact on our liquidity, results of operations, financial condition and cash flows.
In addition, failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our operating results or financial condition. 29 Table of Contents We could suffer adverse tax and other financial consequences if there are changes in tax laws or taxing authorities do not agree with our interpretation of applicable tax laws, including whether we continue to qualify for conditional reduced tax rates, or if we are required to establish or adjust valuation allowances on deferred tax assets.
We could suffer adverse tax and other financial consequences if there are changes in tax laws or taxing authorities do not agree with our interpretation of applicable tax laws, including whether we continue to qualify for conditional reduced tax rates, or if we are required to establish or adjust valuation allowances on deferred tax assets.
We also may suffer a decline in sales from the negative publicity associated with such a lawsuit or with adverse public perceptions in general regarding our customers’ products.
Our sales may decline if any of our customers are sued on a product liability claim. We also may suffer a decline in sales from the negative publicity associated with such a lawsuit or with adverse public perceptions in general regarding our customers’ products.
We may face warranty claims, product return and liability risks, economic damage claims and negative publicity if our packages fail . Our packages are incorporated into a number of end products. If our packages fail, our business may be exposed to warranty claims, product return and liability risks, economic damage claims and negative publicity.
Our packages are incorporated into a number of end products. If our packages fail, our business may be exposed to warranty claims, product return and liability risks, economic damage claims and negative publicity. 19 Table of Contents We receive warranty claims from our customers from time to time in the ordinary course of our business.
As of December 31, 2024, our total debt balance was $1,159.5 million, of which $236.0 million was classified as a current liability and $639.5 million was collateralized indebtedness at our subsidiaries. We may consider investments in joint ventures, increased capital expenditures, refinancings or acquisitions which may increase our indebtedness.
As of December 31, 2025, our total debt balance was $1,445.2 million, of which $162.4 million was classified as a current liability and $956.2 million was collateralized indebtedness. We may consider investments in joint ventures, increased capital expenditures, refinancings or acquisitions which may increase our indebtedness.
Our systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading, replacing or maintaining software, databases or components thereof, power outages, hardware failures, interruption or failures of third-party provider systems, computer viruses, attacks by computer hackers, ransomware attacks, telecommunication failures, user errors, malfeasance or catastrophic events.
Our systems may be susceptible to damage, disruptions or shutdowns due to failures during the process of upgrading, replacing or maintaining software, databases or components thereof, power outages, hardware failures, interruption, failures or vulnerabilities in the systems of third-parties (including those with access to our systems or data, such as customers or vendors), computer viruses, attacks by computer hackers, ransomware, phishing or other cybersecurity attacks, telecommunication failures, user errors, malfeasance or catastrophic events.
Risks Related to Our International Sales and Operation s • dependence on international factories and operations, and risks relating to trade restrictions and regional conflict.
Risks Related to Our International Sales and Operation s • dependence on international factories and operations, and risks relating to trade restrictions and regional conflict, including restrictive trade barriers, export controls, tariffs, customs and duties.
Some of our key software has been developed by our own programmers, and this software may not be easily integrated with other software and systems. 26 Table of Contents From time to time, we make additions or changes to our information technology systems.
Some of our key software has been developed by our own programmers, and this software may not be easily integrated with other software and systems. From time to time, we make additions or changes to our information technology systems. For example, we continue to further integrate information technology systems in our facilities in Japan into our existing systems and processes.
General Risk Factors Our business and financial condition has been adversely affected, and could be adversely affected in the future, by natural disasters and other calamities, health conditions or pandemics, political instability, hostilities or other disruptions. We have significant packaging and test services and other operations in China, Japan, Korea, Malaysia, the Philippines, Portugal, Singapore, Taiwan and Vietnam.
General Risk Factors Our business and financial condition has been adversely affected, and could be adversely affected in the future, by natural disasters and other calamities, health conditions or pandemics, political instability, hostilities or other disruptions.
We receive warranty claims from our customers from time to time in the ordinary course of our business. If we were to experience an unusually high incidence of warranty claims, we could incur significant costs and our business could be materially and adversely affected.
If we were to experience an unusually high incidence of warranty claims, we could incur significant costs and our business could be materially and adversely affected. In addition, we are exposed to the product and economic liability risks and the risk of negative publicity affecting our customers.
The information technology systems in our factories are at varying levels of sophistication and maturity as the factories have different sets of products, processes and customer expectations.
While we have not experienced a material information security breach, we cannot be sure that such a breach will not occur in the future. The information technology systems in our factories are at varying levels of sophistication and maturity as the factories have different sets of products, processes and customer expectations.
Each of these factors could vary significantly from time to time resulting in the loss or reduction of customer orders, and we cannot be sure that our key customers or any other customers will continue to place orders with us in the future at the same levels as in past periods.
Each of these factors could vary significantly from time to time resulting in the loss or reduction of customer orders, and we cannot be sure that our key customers or any other customers will continue to place orders with us in the future at the same levels as in past periods. 21 Table of Contents For example, as seen in the automotive end market in 2020, the Covid-19 pandemic and restrictions imposed by governmental authorities to mitigate the spread of Covid-19 decreased demand for our customers’ products and services, thereby adversely impacting their demand for our services.
To the extent we limit capacity commitments for certain customers, these customers may increase their level of in-house packaging and test capabilities, which could make it more difficult for us to regain their business when we have available capacity.
To the extent we limit capacity commitments for certain customers, these customers may increase their level of in-house packaging and test capabilities, which could make it more difficult for us to regain their business when we have available capacity. 18 Table of Contents If we experience a significant loss of IDM or foundry business, it could have a material adverse effect on our business, liquidity, results of operations, financial condition and cash flows, especially during a prolonged industry downturn.
In addition, many of our patents are subject to cross licenses, several of which are with our competitors. The semiconductor industry is characterized by frequent claims regarding the infringement of patent and other intellectual property rights.
The semiconductor industry is characterized by frequent claims regarding the infringement of patent and other intellectual property rights.
In October 2023, we completed the initial phase of construction for the Vietnam Facility. While manufacturing has begun at the Vietnam Facility, there can be no assurance that the actual scope, costs or benefits of the project will be consistent with our current expectations.
While manufacturing has begun at the Vietnam Facility and construction has begun on our Arizona Facility, there can be no assurance that the actual scope, costs or benefits of these projects will be consistent with our current expectations. We may face warranty claims, product return and liability risks, economic damage claims and negative publicity if our packages fail .
With regard to the insurance we do maintain, we cannot assure you that it would be sufficient to cover all of our potential losses. As a result, our business, financial condition, results of operations and cash flows could be materially and adversely affected by a disruption, failure or breach of our information technology systems.
With regard to the insurance we do maintain, we cannot assure you that it would be sufficient to cover all of our potential losses.
Risks Related to Our Indebtedness Covenants in the indentures and agreements governing our current and future indebtedness could restrict our operating flexibility.
As a result, our business, financial condition, results of operations and cash flows could be materially and adversely affected by a disruption, failure or breach of our information technology systems. 26 Table of Contents Risks Related to Our Indebtedness Covenants in the indentures and agreements governing our current and future indebtedness could restrict our operating flexibility.