UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
TEXAS INSTRUMENTS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-03761 | 75-0289970 | ||
| (State of incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 12500 TI Boulevard, P.O. Box 660199, Dallas, Texas | 75266-0199 | |||
| (Address of principal executive offices) | (Zip code) | |||
Beverly Clemmons, 972-995-3773
(Name and telephone, 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. |
Section 1 – Conflict Minerals Disclosure
ITEM 1.01 Conflict Minerals Disclosure and Report
This Form SD should be read in conjunction with the definitions contained in the Securities and Exchange Commission instructions to Form SD and related rules. “Conflict minerals” refers to four specific metals regardless of their country of origin or whether they are financing or benefiting armed conflict: tantalum, tin, tungsten and gold.
With respect to conflict minerals necessary to the functionality or production of products manufactured by Texas Instruments Incorporated (“TI”), or contracted by TI to be manufactured, and required to be reported on Form SD for 2013 (collectively, “CMs”), we exercised due diligence concerning the source and chain of custody of the CMs. For a description of our due diligence (which included a reasonable country of origin inquiry), please see our Conflict Minerals Report (Exhibit 1.02).
This Form SD is available on our web site at www.ti.com/conflictminerals. We are not incorporating by reference the contents of our web site into this Form SD.
ITEM 1.02 Exhibit
The registrant’s Conflict Minerals Report for 2013 is attached hereto as Exhibit 1.02.
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.
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.
| Date: May 30, 2014 | TEXAS INSTRUMENTS INCORPORATED | |||||||
| BY: | /s/ KEVIN P. MARCH | |||||||
| Kevin P. March | ||||||||
| Senior Vice President and Chief Financial | ||||||||
| Officer | ||||||||
Exhibit 1.02
Conflict Minerals Report of Texas Instruments Incorporated
for the Year Ending December 31, 2013
This Conflict Minerals Report should be read in conjunction with the definitions contained in the Securities and Exchange Commission instructions to Form SD and related rules. “Conflict minerals” refers to four specific metals regardless of their country of origin or whether they are financing or benefiting armed conflict: tantalum, tin, tungsten and gold.
During 2011-2013, we established management systems and due diligence procedures (our “CM Process”) as a basis for supply-chain management and disclosure compliance relating to the conflict minerals necessary to the functionality or production of products manufactured by TI, or contracted by TI to be manufactured, and required to be reported for 2013 (collectively, “CMs”). We designed the CM Process with the intent to conform in all material respects with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (Second Edition). The design of the CM Process included the following:
| • | a conflict minerals policy; |
| • | an organizational structure and processes intended to ensure that our direct suppliers of CMs and each third-party manufacturer of our products that contain CMs (collectively, “Suppliers”) are made aware of TI’s policy on CMs and that information received by TI that is relevant to supply-chain due diligence reaches TI employees who have knowledge of the SEC disclosure requirements; |
| • | a process, which uses a reporting tool and data gathered by an electronics industry initiative (described below), to achieve control and transparency over our CM supply chain and identify the risk that our products may contain CMs financing or benefiting armed groups in the Democratic Republic of the Congo or any adjoining country (each a “Covered Country”); |
| • | assessment and management of risks identified through the process described above; |
| • | a mechanism for Suppliers and others to communicate to TI their concerns with respect to our CM Process; |
| • | reliance on the electronics industry initiative described below to validate supply chain due diligence; and |
| • | public reporting of the results of our due diligence. |
Our ability to determine the origin and chain of custody of CMs, and whether they directly or indirectly finance or benefit armed groups in any Covered Country (the “Conflict Status”), is limited. Our supply chain for CMs is complex. In many cases, we are four or more steps removed from the smelter or the mine and we depend on information from Suppliers that themselves have incomplete information about the origin of the CMs they supply to us.
To gain insight into the country of origin, chain of custody and Conflict Status of our CMs, we relied primarily on the findings of the Conflict-Free Smelter Program (“CFSP”). Established by members of the Electronic Industry Citizenship Coalition (“EICC”) and the Global e-Sustainability Initiative (“GeSI”), CFSP is a voluntary program in which an independent third party evaluates smelters’ and refiners’ procurement and inventory practices and determines whether the smelter or refiner (“Smelter”) has demonstrated that all the materials it processed originated from conflict free sources.
The measures we took to exercise due diligence on the source and chain of custody of our CMs were as follows:
| • | communicating our CM policy to Suppliers; |
| • | directing Suppliers to provide information concerning Smelters in their supply chains by completing and sending to us the Conflict Minerals Reporting Template (a tool developed by members of the EICC and GeSI that provides a common means for suppliers to provide their customers with information on the source of conflict minerals); |
| • | analyzing Suppliers’ Conflict Minerals Reporting Template responses for completeness and internal consistency and following up with Suppliers in an effort to get more information; |
| • | comparing the information received from Suppliers with the data made available by the CFSP concerning the country of origin and Conflict Status of CMs processed or refined by Smelters; and |
| • | reviewing other source materials, such as publications of the United Nations, if we were unable to determine, on the basis of the information provided by Suppliers and CFSP data, (i) the facility and country of origin of the CMs supplied to us, (ii) the Conflict Status of the CMs and (iii) whether the CMs were from recycled or scrap sources. |
In responding to our data requests, many Suppliers named all the Smelters they had found in their supply chains, without specifying which Smelters were relevant to CMs actually supplied to TI. Accordingly, we refer below to Smelters as being “potentially” in our supply chain. Moreover, industry efforts to collect and verify origin information were continuing in 2013 and even now are incomplete, particularly for CMs other than tantalum. The results of our due diligence, which are summarized below, reflect these limitations.
| Conflict Mineral |
Determination | |
| Tantalum | We identified 20 tantalum Smelters as potentially in our supply chain.
For 18 of the 20 Smelters, we determined that the tantalum was conflict free based on an independent third-party audit of the Smelters.
The origin of the materials processed by the other two Smelters was undeterminable, reflecting the limited information available. | |
| Tin | We identified 46 tin Smelters as potentially in our supply chain.
For nine of the 46 Smelters, we determined that the tin was conflict free based on an independent third-party audit of the Smelters.
The origin of the materials processed by the other 37 Smelters was undeterminable, reflecting the limited information available. | |
| Tungsten | We identified 19 tungsten Smelters as potentially in our supply chain.
For one of the 19 Smelters, we determined that the tungsten was conflict free based on an independent third-party audit of the Smelters.
The origin of the materials processed by the other 18 Smelters was undeterminable, reflecting the limited information available. | |
| Gold | We identified 89 gold Smelters as potentially in our supply chain.
For 35 of the 89 Smelters, we determined that the gold was conflict free based on an independent third-party audit of the Smelters.
The origin of the materials processed by the other 54 Smelters was undeterminable, reflecting the limited information available. | |
The potential Smelters that processed materials of undeterminable origin are identified in the Appendix hereto.
On the basis of our due diligence, we found with respect to each of our products that (1) the information we had gathered had failed to clarify the country of origin and Conflict Status of at least one of the CMs contained in the product and (2) no CMs were from a source that, to our knowledge, was directly or indirectly financing or benefiting armed conflict in a Covered Country.
Our products are in the following categories as described in our annual report on Form 10-K for the year ending December 31, 2013: Analog products (including High Volume Analog & Logic, Power Management, High Performance Analog and Silicon Valley Analog products); Embedded Processing products (including Processors, Microcontrollers and Connectivity products); and Other products (including DLP® products, custom semiconductors known as application-specific integrated circuits and calculators). For further information about our products, please see the description of our products in Item 1 of the Form 10-K, which description is incorporated herein by reference.
Our efforts to determine the mine or location of origin of the CMs consisted of the due diligence measures described above.
Since the period covered by this Report, we have taken, or will take, the following steps to mitigate the risk that our CMs benefit armed groups in the Covered Countries, including to improve our due diligence:
| • | redistribute copies of our CM policy to Suppliers; |
| • | emphasize to them our expectation that they respond fully and promptly to our information requests; |
| • | instruct them to advise us if they determine that any person or entity in their supply chain is directly or indirectly financing or benefiting armed groups in the Covered Countries; and |
| • | encourage them to direct all Smelters in their supply chains to participate in the CFSP or a similar third-party audit program. |
This Conflict Minerals Report and our conflict minerals policy are available on our web site at www.ti.com/conflictminerals. We are not incorporating by reference the contents of our web site into this Conflict Minerals Report.
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Appendix
Listed below are the smelters and refiners we have determined to be potentially in our supply chain for 2013 that have processed CMs of undeterminable origin. As explained above, the presence of a smelter or refiner on the list does not indicate that TI products necessarily contained CMs processed by that smelter or refiner. The location information is as reported by the CFSP as of April 15, 2014.
| Smelter or Refiner |
Conflict |
Location | ||
| Aida Chemical Industries Co. Ltd. |
Gold | JAPAN | ||
| Almalyk Mining and Metallurgical Complex (AMMC) |
Gold | UZBEKISTAN | ||
| Asaka Riken Co. Ltd. |
Gold | JAPAN | ||
| Atasay Kuyumculuk Sanayi Ve Ticaret A.S. |
Gold | TURKEY | ||
| Aurubis AG |
Gold | GERMANY | ||
| Bangko Sentral ng Pilipinas (Central Bank of the Philippines) |
Gold | PHILIPPINES | ||
| Boliden AB |
Gold | SWEDEN | ||
| Caridad |
Gold | MEXICO | ||
| Cendres & Métaux SA |
Gold | SWITZERLAND | ||
| Chimet SpA |
Gold | ITALY | ||
| Chugai Mining |
Gold | JAPAN | ||
| Daejin Indus Co. Ltd. |
Gold | REPUBLIC OF KOREA | ||
| DaeryongENC |
Gold | REPUBLIC OF KOREA | ||
| Do Sung Corporation |
Gold | REPUBLIC OF KOREA | ||
| FSE Novosibirsk Refinery |
Gold | RUSSIAN FEDERATION | ||
| Guangdong Jinding Gold Limited | Gold | CHINA | ||
| Heimerle + Meule GmbH | Gold | GERMANY | ||
| Heraeus Precious Metals GmbH & Co. KG | Gold | GERMANY | ||
| Heraeus Ltd. Hong Kong | Gold | HONG KONG | ||
| Hwasung CJ Co. Ltd. | Gold | REPUBLIC OF KOREA | ||
| Japan Mint | Gold | JAPAN | ||
| Jiangxi Copper Company Limited | Gold | CHINA | ||
| JSC Ekaterinburg Non-Ferrous Metal Processing Plant | Gold | RUSSIAN FEDERATION | ||
| JSC Uralectromed | Gold | RUSSIAN FEDERATION | ||
| Kazzinc Ltd. | Gold | KAZAKHSTAN | ||
| Korea Metal Co. Ltd. | Gold | REPUBLIC OF KOREA | ||
| Kyrgyzaltyn JSC | Gold | KYRGYSTAN | ||
| L’azurde Company For Jewelry | Gold | SAUDI ARABIA | ||
| Lingbao Jinyuan Tonghui Refinery Co. Ltd. | Gold | CHINA | ||
| LS-Nikko Copper Inc. | Gold | REPUBLIC OF KOREA | ||
| Met-Mex Peñoles, S.A. | Gold | MEXICO | ||
| Moscow Special Alloys Processing Plant | Gold | RUSSIAN FEDERATION | ||
| Nadir Metal Rafineri San. Ve Tic. A.Ş. | Gold | TURKEY | ||
| Navoi Mining and Metallurgical Combinat | Gold | UZBEKISTAN | ||
| OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) |
Gold | RUSSIAN FEDERATION | ||
| OJSC Kolyma Refinery | Gold | RUSSIAN FEDERATION | ||
| Prioksky Plant of Non-Ferrous Metals | Gold | RUSSIAN FEDERATION | ||
| PT Aneka Tambang (Persero) Tbk | Gold | INDONESIA | ||
| PX Précinox SA | Gold | SWITZERLAND | ||
| Rand Refinery (Pty) Ltd. | Gold | SOUTH AFRICA | ||
| Sabin Metal Corp. | Gold | UNITED STATES | ||
| Samwon Metals Corp. | Gold | REPUBLIC OF KOREA | ||
| Schone Edelmetaal | Gold | NETHERLANDS | ||
| Shandong Zhaojin Gold & Silver Refinery Co. Ltd. | Gold | CHINA | ||
| So Accurate Group, Inc. | Gold | UNITED STATES | ||
| The Great Wall Gold and Silver Refinery of China | Gold | CHINA | ||
| The Refinery of Shandong Gold Mining Co. Ltd. | Gold | CHINA | ||
| Tongling Nonferrous Metals Group Co., Ltd. | Gold | CHINA | ||
| Torecom | Gold | REPUBLIC OF KOREA | ||
| Umicore Brasil Ltda. | Gold | BRAZIL | ||
| Yamamoto Precious Metal Co., Ltd. | Gold | JAPAN | ||
| Yokohama Metal Co. Ltd. | Gold | JAPAN | ||
| Zhongyuan Gold Smelter of Zhongjin Gold Corporation | Gold | CHINA | ||
| Zijin Mining Group Co. Ltd. |
Gold | CHINA | ||
| Changsha South Tantalum Niobium Co. Ltd. |
Tantalum | CHINA | ||
| JiuJiang JinXin Nonferrous Metals Co. Ltd. |
Tantalum | CHINA | ||
| CNMC (Guangxi) PGMA Co. Ltd. |
Tin | CHINA | ||
| Cooper Santa |
Tin | BRAZIL | ||
| PT Prima Timah Utama |
Tin | INDONESIA | ||
| CV Serumpun Sebalai |
Tin | INDONESIA | ||
| CV United Smelting |
Tin | INDONESIA | ||
| EM Vinto |
Tin | BOLIVIA | ||
| Fenix Metals |
Tin | POLAND | ||
| Gejiu Zi-Li |
Tin | CHINA | ||
| Huichang Jinshunda Tin Co. Ltd. |
Tin | CHINA | ||
| Jiangxi Nanshan |
Tin | CHINA | ||
| Kai Unita Trade Limited Liability Company |
Tin | CHINA | ||
| Linwu Xianggui Smelter Co. |
Tin | CHINA | ||
| Metallo Chimique |
Tin | BELGIUM | ||
| Minmetals Ganzhou Tin Co. Ltd. |
Tin | CHINA | ||
| Mitsubishi Materials Corporation |
Tin | JAPAN | ||
| Novosibirsk Integrated Tin Works |
Tin | RUSSIAN FEDERATION | ||
| O.M. Manufacturing (Thailand) Co., Ltd. |
Tin | THAILAND | ||
| PT Artha Cipta Langgeng |
Tin | INDONESIA | ||
| PT Babel Inti Perkasa |
Tin | INDONESIA | ||
| PT Bangka Putra Karya |
Tin | INDONESIA | ||
| PT Bangka Tin Industry |
Tin | INDONESIA | ||
| PT Belitung Industri Sejahtera |
Tin | INDONESIA | ||
| PT DS Jaya Abadi |
Tin | INDONESIA | ||
| PT Eunindo Usaha Mandiri |
Tin | INDONESIA | ||
| PT Mitra Stania Prima |
Tin | INDONESIA | ||
| PT Sariwiguna Binasentosa |
Tin | INDONESIA | ||
| PT Stanindo Inti Perkasa |
Tin | INDONESIA | ||
| PT Tambang Timah |
Tin | INDONESIA | ||
| PT Tinindo Inter Nusa |
Tin | INDONESIA | ||
| PT Refined Bangka Tin |
Tin | INDONESIA | ||
| Rui Da Hung |
Tin | TAIWAN | ||
| Soft Metais Ltda. |
Tin | BRAZIL | ||
| PT Timah |
Tin | INDONESIA | ||
| White Solder Metalurgia |
Tin | BRAZIL | ||
| Liuzhou China Tin |
Tin | CHINA | ||
| Yunnan Chengfeng |
Tin | CHINA | ||
| China Rare Metal Materials Company |
Tin | CHINA | ||
| A.L.M.T. Corp. |
Tungsten | JAPAN | ||
| Kennametal Huntsville |
Tungsten | UNITED STATES | ||
| Guangdong Xianglu Tungsten Industry Co., Ltd. |
Tungsten | CHINA | ||
| Chongyi Zhangyuan Tungsten Co. Ltd. |
Tungsten | CHINA | ||
| Dayu Weiliang Tungsten Co., Ltd. |
Tungsten | CHINA | ||
| Fujian Jinxin Tungsten Co., Ltd. |
Tungsten | CHINA | ||
| HC Starck GmbH |
Tungsten | GERMANY | ||
| Hunan Chenzhou Mining Group Co. |
Tungsten | CHINA | ||
| Hunan Chun-Chang Nonferrous Smelting & Concentrating Co., Ltd. |
Tungsten | CHINA | ||
| Japan New Metals Co Ltd. |
Tungsten | JAPAN | ||
| Ganzhou Non-ferrous Metals Smelting Co., Ltd. |
Tungsten | CHINA | ||
| Ganzhou Huaxing Tungsten Products Co., Ltd. |
Tungsten | CHINA | ||
| Kennametal Fallon |
Tungsten | UNITED STATES | ||
| Tejing (Vietnam) Tungsten Co. Ltd. |
Tungsten | VIETNAM | ||
| Wolfram Bergbau und Hütten AG |
Tungsten | AUSTRIA | ||
| Wolfram Company CJSC |
Tungsten | RUSSIAN FEDERATION | ||
| Xiamen Tungsten Co. Ltd. |
Tungsten | CHINA | ||
| Zhuzhou Cemented Carbide Group Co. Ltd. |
Tungsten | CHINA | ||