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, Dallas, Texas | 75243 | |||
| (Address of principal executive offices) | (Zip code) | |||
Jeff McLaughlin, 214-479-3773
(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:
| ☒ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2019. |
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 U.S. Securities and Exchange Commission (“SEC”) 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 2019 (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 1.01).
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 2019 is attached hereto as Exhibit 1.01.
Section 2 — Exhibits
| ITEM 2.01 | Exhibits |
| Exhibit 1.01 — Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. | ||
2
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.
| TEXAS INSTRUMENTS INCORPORATED | ||||||
| Date: June 1, 2020 | BY: | /s/ Rafael R. Lizardi | ||||
| Rafael R. Lizardi | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
3
Exhibit 1.01
Conflict Minerals Report of Texas Instruments Incorporated
for the Year Ended December 31, 2019
This Conflict Minerals Report should be read in conjunction with the definitions contained in the U.S. Securities and Exchange Commission (“SEC”) instructions to Form SD and related rules. 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. “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.
| I. | Design of Due Diligence |
We have 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 2019 (collectively, “CMs”). We designed the CM Process with the intent to conform in all material respects with the Organization for Economic Co-Operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas (Third 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 materials that contain CMs and third-party manufacturers 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 developed by the Responsible Minerals Initiative (“RMI”) and data gathered through the Responsible Minerals Assurance Process (“RMAP”) (as further described below), to achieve control and transparency over our CM supply chain and identify the risk that our products may contain CMs directly or indirectly 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 RMAP to validate supply chain due diligence; and |
| • | public reporting of the results of our due diligence. |
| II. | Reliance on Third-Party Data |
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 multiple 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 incorporated in the products they supply to us.
To gain insight into the country of origin, chain of custody and Conflict Status of the CMs in our supply chain, we relied primarily on the findings of the RMAP. The RMAP is a voluntary program in which an independent third party evaluates smelters’ and refiners’ management systems and procurement practices and determines whether the smelter or refiner (“Smelter”) has demonstrated that all the materials it processed originated from conflict-free sources. The RMAP is overseen by the RMI, which was established by members of the Responsible Business Alliance (“RBA”) and the Global e-Sustainability Initiative. TI is a member of the RBA and RMI.
| III. | Due Diligence Measures Taken |
The measures we took to exercise due diligence on the source and chain of custody of our CMs are 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 the RMI 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 obtain more information and ensure accuracy of information; |
| • | comparing the information received from Suppliers with the data made available by the RMAP concerning the country of origin and Conflict Status of CMs processed or refined by Smelters; and |
| • | reviewing other source materials for Smelters that are not compliant with the RMI (these Smelters may supply CMs to us for |
1
| products other than integrated circuits) if we were unable to determine, on the basis of the information provided by Suppliers and RMAP 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. |
| IV. | Our Findings |
We have determined that all of our integrated circuits (“ICs”) 1 were conflict-free. Our determination is based on the finding that all the Smelters identified to us by our Suppliers as being potentially in the supply chain for these products in 2019 supplied CMs exclusively from conflict-free sources. ICs accounted for approximately 92 percent of TI revenue in 2019.
In 2019, we continued to make progress in our due diligence efforts with regard to Smelters that are not compliant with the RMI (these Smelters may supply CMs to us for products other than ICs). While we primarily relied on information from our first-tier suppliers, in some cases we contacted second-tier suppliers for more complete information. That information, combined with the information available through the RMAP, provided us with greater insight into the Conflict Status of CMs identified as potentially in our supply chain.
Of the Smelters identified for 2019, we have determined that the CMs potentially supplied to us by 98 percent of the Smelters were conflict-free, as compared with 88 percent for 2018. Another 1 percent of the Smelters identified for 2019 have committed to participate in a third-party audit of their Conflict Status. In no instance did we find CMs in our supply chain to be from a source that, to our knowledge, was directly or indirectly financing or benefiting armed conflict in a Covered Country.
We do not have complete information about the CMs in our entire supply chain. For 2019, approximately 75 percent of Suppliers identified Smelters in their supply chains on a company-wide, division or product-line basis, without specifying which Smelters were relevant to products they supplied to TI. (Accordingly, we refer in this Conflict Minerals Report to Smelters as being “potentially” in our supply chain and as CMs “potentially” supplied to TI.) Industry efforts to collect and verify CM origin information remain incomplete. For Smelters that have committed to participate in a third-party audit of their Conflict Status, that status is currently undeterminable because the audits are not complete. The results of our due diligence, which are summarized in the charts below, reflect these limitations.
| 1 | “Integrated circuits” refers to finished semiconductor products that contain chips manufactured by or for TI and packaging subcomponents such as mold compounds, bond wires and lead frames. It excludes DLP® products, semiconductor modules and all other products manufactured by or for TI. |
2
Smelter Status – Overview
IC Supply Chain
|
|
Overall Supply Chain
(including ICs)
|
|
|
Smelters for which we determined, based on an independent third-party audit, the conflict minerals potentially supplied to TI were conflict-free | |
|
Smelters for which we determined the origin of the minerals potentially supplied to us was undeterminable - these Smelters have commited to participate in a third-party audit of their Conflict Status | |
|
Smelters for which we determined the origin of the minerals potentially supplied to us was undeterminable - these Smelters have not commited to participate in a third-party audit of their Conflict Status | |
3
Smelter Status – By CM
| Tantalum | Tin | |
|
|
| Tungsten | Gold | |
|
|
For an explanation of the color codes, see the notes in the Smelter Status – Overview charts directly above.
The Smelters identified by our Suppliers as potentially in our supply chain are listed in Appendix A hereto. Our efforts to determine the mine or location of origin of the CMs consisted of the due diligence measures described above.
| V. | Product Scope |
In 2019, our products were divided into two reportable segments as described in our annual report on Form 10-K for the year ended December 31, 2019: Analog (consisting of Power, Signal Chain, and High Volume product lines) and Embedded Processing (consisting of Connected Microcontrollers and Processors product lines). We report the results of our remaining business activities in Other. Other includes operating segments that do not meet the quantitative thresholds for individually reportable segments and cannot be aggregated with other operating segments (Other includes DLP products, calculators, and certain custom semiconductors known as application-specific integrated circuits). 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.
4
| VI. | Risk-Mitigation Efforts |
Since the period covered by this Conflict Minerals Report, we have taken, or will take, the following steps to mitigate the risk that our CMs directly or indirectly finance or benefit armed groups in the Covered Countries, including to improve our due diligence:
| • | redistribute copies of our CM policy to Suppliers; |
| • | emphasize to Suppliers our expectation that they respond fully and promptly to our information requests; |
| • | instruct Suppliers 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; |
| • | encourage Suppliers to direct all Smelters in their supply chains to participate in the RMAP or a similar third-party audit program; and |
| • | contact various Smelters directly for information if their operating status changed, their RMI status changed, or they have refused to participate in a RMI audit. |
| VII. | Independent Private Sector Audit |
We obtained an independent private sector audit of this Conflict Minerals Report. The report by Crowe LLP is set forth as Appendix B to this Conflict Minerals Report.
[Intentionally blank]
5
Appendix A
Included in this Appendix A are Smelters that were identified to us by our Suppliers as potentially in our supply chain for 2019. As explained in this Conflict Minerals Report, the presence of a Smelter on the lists in this Appendix A does not mean that TI products necessarily contained CMs processed by that Smelter.
| Table 1 |
Total RMAP compliant Smelters: 234 |
Tungsten Smelters |
42 | |||
|
Tin Smelters |
45 | |||||
|
Tantalum Smelters |
38 | |||||
|
Gold Smelters |
109 | |||||
| Table 2 |
Total undeterminable Smelters: 5 |
Tungsten Smelters |
1 | |||
|
Tin Smelters |
2 | |||||
|
Tantalum Smelters |
0 | |||||
|
Gold Smelters |
2 |
| 1. | Table 1: |
Listed below are the 234 Smelters identified to us by our Suppliers as potentially in our supply chain for 2019 that the RMAP has reported as compliant with its audit protocols. On that basis, we have determined that the CMs supplied by these Smelters were conflict-free. The location information is as reported by the RMAP as of March 5, 2020.
*Smelters that potentially supply the CMs for our ICs.
| Smelter | Metal | Country Location | ||||
|
1. |
A.L.M.T. Corp.* | Tungsten | JAPAN | |||
|
2. |
ACL Metais Eireli* | Tungsten | BRAZIL | |||
|
3. |
Asia Tungsten Products Vietnam Ltd.* | Tungsten | VIETNAM | |||
|
4. |
Chenzhou Diamond Tungsten Products Co., Ltd.* | Tungsten | CHINA | |||
|
5. |
Chongyi Zhangyuan Tungsten Co., Ltd.* | Tungsten | CHINA | |||
|
6. |
Fujian Jinxin Tungsten Co., Ltd.* | Tungsten | CHINA | |||
|
7. |
Ganzhou Haichuang Tungsten Co., Ltd.* | Tungsten | CHINA | |||
|
8. |
Ganzhou Huaxing Tungsten Products Co., Ltd.* | Tungsten | CHINA | |||
|
9. |
Ganzhou Jiangwu Ferrotungsten Co., Ltd.* | Tungsten | CHINA | |||
|
10. |
Ganzhou Seadragon W & Mo Co., Ltd.* | Tungsten | CHINA | |||
|
11. |
Global Tungsten & Powders Corp.* | Tungsten | UNITED STATES | |||
|
12. |
Guangdong Xianglu Tungsten Co., Ltd.* | Tungsten | CHINA | |||
|
13. |
H.C. Starck Smelting GmbH & Co. KG* | Tungsten | GERMANY | |||
|
14. |
H.C. Starck Tungsten GmbH* | Tungsten | GERMANY | |||
|
15. |
Hunan Chenzhou Mining Co., Ltd.* | Tungsten | CHINA | |||
|
16. |
Hunan Chuangda Vanadium Tungsten Co., Ltd. Wuji* | Tungsten | CHINA | |||
|
17. |
Hunan Chunchang Nonferrous Metals Co., Ltd.* | Tungsten | CHINA | |||
|
18. |
Hunan Litian Tungsten Industry Co., Ltd. | Tungsten | CHINA | |||
|
19. |
Hydrometallurg, JSC* | Tungsten | RUSSIAN FEDERATION | |||
|
20. |
Japan New Metals Co., Ltd.* | Tungsten | JAPAN | |||
|
21. |
Jiangwu H.C. Starck Tungsten Products Co., Ltd.* | Tungsten | CHINA | |||
|
22. |
Jiangxi Gan Bei Tungsten Co., Ltd.* | Tungsten | CHINA | |||
|
23. |
Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd.* | Tungsten | CHINA | |||
|
24. |
Jiangxi Xinsheng Tungsten Industry Co., Ltd.* | Tungsten | CHINA | |||
|
25. |
Jiangxi Yaosheng Tungsten Co., Ltd.* | Tungsten | CHINA | |||
|
26. |
Kennametal Fallon* | Tungsten | UNITED STATES | |||
|
27. |
Kennametal Huntsville* | Tungsten | UNITED STATES | |||
6
|
28. |
KGETS Co., Ltd.* |
Tungsten |
KOREA (REPUBLIC OF) | |||
|
29. |
Lianyou Metals Co., Ltd. |
Tungsten |
TAIWAN | |||
|
30. |
Malipo Haiyu Tungsten Co., Ltd.* |
Tungsten |
CHINA | |||
|
31. |
Masan Tungsten Chemical LLC (MTC)* |
Tungsten |
VIETNAM | |||
|
32. |
Moliren Ltd.* |
Tungsten |
RUSSIAN FEDERATION | |||
|
33. |
Niagara Refining LLC* |
Tungsten |
UNITED STATES | |||
|
34. |
Philippine Chuangxin Industrial Co., Inc.* |
Tungsten |
PHILIPPINES | |||
|
35. |
Tejing (Vietnam) Tungsten Co., Ltd.* |
Tungsten |
VIETNAM | |||
|
36. |
Unecha Refractory metals plant* |
Tungsten |
RUSSIAN FEDERATION | |||
|
37. |
Wolfram Bergbau und Hütten AG* |
Tungsten |
AUSTRIA | |||
|
38. |
Woltech Korea Co., Ltd.* |
Tungsten |
KOREA (REPUBLIC OF) | |||
|
39. |
Xiamen Tungsten (H.C.) Co., Ltd.* |
Tungsten |
CHINA | |||
|
40. |
Xiamen Tungsten Co., Ltd.* |
Tungsten |
CHINA | |||
|
41. |
Xinfeng Huarui Tungsten & Molybdenum New Material Co., Ltd.* |
Tungsten |
CHINA | |||
|
42. |
Xinhai Rendan Shaoguan Tungsten Co., Ltd.* |
Tungsten |
CHINA | |||
|
43. |
Alpha* |
Tin |
UNITED STATES | |||
|
44. |
Chenzhou Yunxiang Mining and Metallurgy Co., Ltd.* |
Tin |
CHINA | |||
|
45. |
Chifeng Dajingzi Tin Industry Co., Ltd.* |
Tin |
CHINA | |||
|
46. |
China Tin Group Co., Ltd.* |
Tin |
CHINA | |||
|
47. |
Dowa* |
Tin |
JAPAN | |||
|
48. |
EM Vinto* |
Tin |
BOLIVIA | |||
|
49. |
Fenix Metals* |
Tin |
POLAND | |||
|
50. |
Gejiu Kai Meng Industry and Trade LLC* |
Tin |
CHINA | |||
|
51. |
Gejiu Non-Ferrous Metal Processing Co., Ltd.* |
Tin |
CHINA | |||
|
52. |
Gejiu Yunxin Nonferrous Electrolysis Co., Ltd. * |
Tin |
CHINA | |||
|
53. |
Gejiu Zili Mining and Metallurgy Co., Ltd.* |
Tin |
CHINA | |||
|
54. |
Guangdong Hanhe Non-Ferrous Metal Co., Ltd* |
Tin |
CHINA | |||
|
55. |
Guanyang Guida Nonferrous Metal Smelting Plant* |
Tin |
CHINA | |||
|
56. |
HuiChang Hill Tin Industry Co., Ltd.* |
Tin |
CHINA | |||
|
57. |
Huichang Jinshunda Tin Co., Ltd.* |
Tin |
CHINA | |||
|
58. |
Jiangxi New Nasan Technology Ltd.* |
Tin |
CHINA | |||
|
59. |
Ma’anshan Weitai Tin Co., Ltd. |
Tin |
CHINA | |||
|
60. |
Magnu’s Minerais Metais e Ligas Ltda.* |
Tin |
BRAZIL | |||
|
61. |
Malaysia Smelting Corporation (MSC)* |
Tin |
MALAYSIA | |||
|
62. |
Melt Metais e Ligas S.A.* |
Tin |
BRAZIL | |||
|
63. |
Metallic Resources, Inc.* |
Tin |
UNITED STATES | |||
|
64. |
Metallo Belgium N.V.* |
Tin |
BELGIUM | |||
|
65. |
Metallo Spain S.L.U.* |
Tin |
SPAIN | |||
|
66. |
Mineração Taboca S.A.* |
Tin |
BRAZIL | |||
|
67. |
Minsur* |
Tin |
PERU | |||
|
68. |
Mitsubishi Materials Corporation* |
Tin |
JAPAN | |||
|
69. |
O.M. Manufacturing Philippines, Inc.* |
Tin |
PHILIPPINES | |||
|
70. |
O.M. Manufacturing (Thailand) Co., Ltd.* |
Tin |
THAILAND | |||
|
71. |
Operaciones Metalurgical S.A.* |
Tin |
BOLIVIA | |||
7
|
72. |
PT Artha Cipta Langgeng* |
Tin |
INDONESIA | |||
|
73. |
PT ATD Makmur Mandiri Jaya* |
Tin |
INDONESIA | |||
|
74. |
PT Mitra Stania Prima* |
Tin |
INDONESIA | |||
|
75. |
PT Refined Bangka Tin* |
Tin |
INDONESIA | |||
|
76. |
PT Timah Tbk Kundur* |
Tin |
INDONESIA | |||
|
77. |
PT Timah Tbk Mentok* |
Tin |
INDONESIA | |||
|
78. |
Resind Indústria e Comércio Ltda.* |
Tin |
BRAZIL | |||
|
79. |
Rui Da Hung* |
Tin |
TAIWAN | |||
|
80. |
Soft Metais Ltda.* |
Tin |
BRAZIL | |||
|
81. |
Thai Nguyen Mining and Metallurgy Co., Ltd* |
Tin |
VIETNAM | |||
|
82. |
Thaisarco* |
Tin |
THAILAND | |||
|
83. |
Tin Technology & Refining* |
Tin |
UNITED STATES | |||
|
84. |
White Solder Metalurgia e Mineração Ltda.* |
Tin |
BRAZIL | |||
|
85. |
Yunnan Chengfeng Non-ferrous Metals Co., Ltd. * |
Tin |
CHINA | |||
|
86. |
Yunnan Tin Company Limited* |
Tin |
CHINA | |||
|
87. |
Yunnan Yunfan Non-ferrous Metals Co., Ltd. |
Tin |
CHINA | |||
|
88. |
Asaka Riken Co., Ltd.* |
Tantalum |
JAPAN | |||
|
89. |
Changsha South Tantalum Niobium Co., Ltd.* |
Tantalum |
CHINA | |||
|
90. |
D Block Metals, LLC* |
Tantalum |
UNITED STATES | |||
|
91. |
Exotech Inc.* |
Tantalum |
UNITED STATES | |||
|
92. |
F&X Electro-Materials Ltd.* |
Tantalum |
CHINA | |||
|
93. |
FIR Metals & Resource Ltd. * |
Tantalum |
CHINA | |||
|
94. |
Global Advanced Metals Aizu* |
Tantalum |
JAPAN | |||
|
95. |
Global Advanced Metals Boyertown* |
Tantalum |
UNITED STATES | |||
|
96. |
Guangdong Zhiyuan New Material Co., Ltd.* |
Tantalum |
CHINA | |||
|
97. |
H.C. Starck Co., Ltd.* |
Tantalum |
THAILAND | |||
|
98. |
H.C. Starck Hermsdorf GmbH* |
Tantalum |
GERMANY | |||
|
99. |
H.C. Starck Inc.* |
Tantalum |
UNITED STATES | |||
|
100. |
H.C. Starck Ltd.* |
Tantalum |
JAPAN | |||
|
101. |
H.C. Starck Smelting GmbH & Co. KG* |
Tantalum |
GERMANY | |||
|
102. |
H.C. Starck Tantalum and Niobium GmbH* |
Tantalum |
GERMANY | |||
|
103. |
Hengyang King Xing Lifeng New Materials Co., Ltd.* |
Tantalum |
CHINA | |||
|
104. |
Jiangxi Dinghai Tantalum & Niobium Co., Ltd.* |
Tantalum |
CHINA | |||
|
105. |
Jiangxi Tuohong New Raw Material* |
Tantalum |
CHINA | |||
|
106. |
JiuJiang JinXin Nonferrous Metals Co., Ltd.* |
Tantalum |
CHINA | |||
|
107. |
Jiujiang Tanbre Co., Ltd. * |
Tantalum |
CHINA | |||
|
108. |
Jiujiang Zhongao Tantalum & Niobium Co., Ltd.* |
Tantalum |
CHINA | |||
|
109. |
KEMET Blue Metals* |
Tantalum |
MEXICO | |||
|
110. |
KEMET Blue Powder* |
Tantalum |
UNITED STATES | |||
|
111. |
LSM Brasil S.A.* |
Tantalum |
BRAZIL | |||
|
112. |
Metallurgical Products India Pvt., Ltd. * |
Tantalum |
INDIA | |||
|
113. |
Mineração Taboca S.A.* |
Tantalum |
BRAZIL | |||
|
114. |
Mitsui Mining and Smelting Co., Ltd.* |
Tantalum |
JAPAN | |||
|
115. |
Ningxia Orient Tantalum Industry Co., Ltd.* |
Tantalum |
CHINA | |||
|
116. |
NPM Silmet AS |
Tantalum |
ESTONIA | |||
8
|
117. |
PRG Dooel* |
Tantalum |
MACEDONIA | |||
|
118. |
QuantumClean* |
Tantalum |
UNITED STATES | |||
|
119. |
Resind Indústria e Comércio Ltda.* |
Tantalum |
BRAZIL | |||
|
120. |
Solikamsk Magnesium Works OAO* |
Tantalum |
RUSSIAN FEDERATION | |||
|
121. |
Taki Chemical Co., Ltd.* |
Tantalum |
JAPAN | |||
|
122. |
Telex Metals* |
Tantalum |
UNITED STATES | |||
|
123. |
Ulba Metallurgical Plant JSC* |
Tantalum |
KAZAKHSTAN | |||
|
124. |
XinXing HaoRong Electronic Material Co., Ltd.* |
Tantalum |
CHINA | |||
|
125. |
Yanling Jincheng Tantalum * Niobium Co., Ltd. * |
Tantalum |
CHINA | |||
|
126. |
8853 S.p.A. * |
Gold |
ITALY | |||
|
127. |
Advanced Chemical Company* |
Gold |
UNITED STATES | |||
|
128. |
Aida Chemical Industries Co., Ltd.* |
Gold |
JAPAN | |||
|
129. |
Al Etihad Gold Refinery DMCC* |
Gold |
UNITED ARAB EMIRATES | |||
|
130. |
Allgemeine Gold-und Silberscheideanstalt A.G.* |
Gold |
GERMANY | |||
|
131. |
Almalyk Mining and Metallurgical Complex (AMMC)* |
Gold |
UZBEKISTAN | |||
|
132. |
AngloGold Ashanti Córrego do Sítio Mineração* |
Gold |
BRAZIL | |||
|
133. |
Argor-Heraeus S.A.* |
Gold |
SWITZERLAND | |||
|
134. |
Asahi Pretec Corp.* |
Gold |
JAPAN | |||
|
135. |
Asahi Refining Canada Ltd.* |
Gold |
CANADA | |||
|
136. |
Asahi Refining USA Inc.* |
Gold |
UNITED STATES | |||
|
137. |
Asaka Riken Co., Ltd.* |
Gold |
JAPAN | |||
|
138. |
AU Traders and Refiners* |
Gold |
SOUTH AFRICA | |||
|
139. |
Aurubis AG* |
Gold |
GERMANY | |||
|
140. |
Bangalore Refinery* |
Gold |
INDIA | |||
|
141. |
Bangko Sentral ng Pilipinas (Central Bank of the Philippines)* |
Gold |
PHILIPPINES | |||
|
142. |
Boliden AB* |
Gold |
SWEDEN | |||
|
143. |
C. Hafner GmbH + Co. KG* |
Gold |
GERMANY | |||
|
144. |
CCR Refinery - Glencore Canada Corporation* |
Gold |
CANADA | |||
|
145. |
Cendres + Metaux S.A. * |
Gold |
SWITZERLAND | |||
|
146. |
Chimet S.p.A.* |
Gold |
ITALY | |||
|
147. |
Chugai Mining |
Gold |
JAPAN | |||
|
148. |
Daye Non-Ferrous Metals Mining Ltd. |
Gold |
CHINA | |||
|
149. |
DODUCO Contacts and Refining GmbH* |
Gold |
GERMANY | |||
|
150. |
Dowa* |
Gold |
JAPAN | |||
|
151. |
DS PRETECH Co., Ltd.* |
Gold |
KOREA (REPUBLIC OF) | |||
|
152. |
DSC (Do Sung Corporation)* |
Gold |
KOREA (REPUBLIC OF) | |||
|
153. |
Eco-System Recycling Co., Ltd. East Plant* |
Gold |
JAPAN | |||
|
154. |
Eco-System Recycling Co., Ltd. North Plant |
Gold |
JAPAN | |||
|
155. |
Eco-System Recycling Co., Ltd. West Plant |
Gold |
JAPAN | |||
|
156. |
Emirates Gold DMCC* |
Gold |
UNITED ARAB EMIRATES | |||
|
157. |
Geib Refining Corporation* |
Gold |
UNITED STATES | |||
|
158. |
Gold Refinery of Zijin Mining Group Co., Ltd.* |
Gold |
CHINA | |||
|
159. |
Great Wall Precious Metals Co., Ltd. of CBPM |
Gold |
CHINA | |||
|
160. |
Heimerle + Meule GmbH* |
Gold |
GERMANY | |||
|
161. |
Heraeus Metals Hong Kong Ltd.* |
Gold |
CHINA | |||
|
162. |
Heraeus Precious Metals GmbH & Co. KG* |
Gold |
GERMANY | |||
9
|
163. |
Inner Mongolia Qiankun Gold and Silver Refinery Share Co., Ltd.* |
Gold |
CHINA | |||
|
164. |
Ishifuku Metal Industry Co., Ltd.* |
Gold |
JAPAN | |||
|
165. |
Istanbul Gold Refinery* |
Gold |
TURKEY | |||
|
166. |
Italpreziosi* |
Gold |
ITALY | |||
|
167. |
Japan Mint* |
Gold |
JAPAN | |||
|
168. |
Jiangxi Copper Co., Ltd.* |
Gold |
CHINA | |||
|
169. |
JSC Uralelectromed* |
Gold |
RUSSIAN FEDERATION | |||
|
170. |
JX Nippon Mining & Metals Co., Ltd.* |
Gold |
JAPAN | |||
|
171. |
Kazzinc* |
Gold |
KAZAKHSTAN | |||
|
172. |
Kennecott Utah Copper LLC* |
Gold |
UNITED STATES | |||
|
173. |
KGHM Polska Miedz Spolka Akcyjna* |
Gold |
POLAND | |||
|
174. |
Kojima Chemicals Co., Ltd.* |
Gold |
JAPAN | |||
|
175. |
Korea Zinc Co., Ltd.* |
Gold |
KOREA (REPUBLIC OF) | |||
|
176. |
Kyrgyzaltyn JSC* |
Gold |
KYRGYZSTAN | |||
|
177. |
L’Orfebre S.A. |
Gold |
ANDORRA | |||
|
178. |
LS-NIKKO Copper Inc.* |
Gold |
KOREA (REPUBLIC OF) | |||
|
179. |
LT Metal Ltd.* |
Gold |
KOREA (REPUBLIC OF) | |||
|
180. |
Marsam Metals * |
Gold |
BRAZIL | |||
|
181. |
Materion* |
Gold |
UNITED STATES | |||
|
182. |
Matsuda Sangyo Co., Ltd.* |
Gold |
JAPAN | |||
|
183. |
Metalor Technologies (Hong Kong) Ltd.* |
Gold |
CHINA | |||
|
184. |
Metalor Technologies (Singapore) Pte., Ltd.* |
Gold |
SINGAPORE | |||
|
185. |
Metalor Technologies (Suzhou) Ltd.* |
Gold |
CHINA | |||
|
186. |
Metalor Technologies S.A.* |
Gold |
SWITZERLAND | |||
|
187. |
Metalor USA Refining Corporation* |
Gold |
UNITED STATES | |||
|
188. |
Metalúrgica Met-Mex Peñoles S.A. De C.V.* |
Gold |
MEXICO | |||
|
189. |
Mitsubishi Materials Corporation* |
Gold |
JAPAN | |||
|
190. |
Mitsui Mining and Smelting Co., Ltd.* |
Gold |
JAPAN | |||
|
191. |
MMTC-PAMP India Pvt., Ltd.* |
Gold |
INDIA | |||
|
192. |
Moscow Special Alloys Processing Plant* |
Gold |
RUSSIAN FEDERATION | |||
|
193. |
Nadir Metal Rafineri San. Ve Tic. A.* |
Gold |
TURKEY | |||
|
194. |
Navoi Mining and Metallurgical Combinat |
Gold |
UZBEKISTAN | |||
|
195. |
Nihon Material Co., Ltd.* |
Gold |
JAPAN | |||
|
196. |
Ögussa Österreichische Gold- und Silber-Scheideanstalt GmbH* |
Gold |
AUSTRIA | |||
|
197. |
Ohura Precious Metal Industry Co., Ltd.* |
Gold |
JAPAN | |||
|
198. |
OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastsvetmet)* |
Gold |
RUSSIAN FEDERATION | |||
|
199. |
OJSC Novosibirsk Refinery* |
Gold |
RUSSIAN FEDERATION | |||
|
200. |
PAMP S.A.* |
Gold |
SWITZERLAND | |||
|
201. |
Planta Recuperadora de Metales SpA* |
Gold |
CHILE | |||
|
202. |
Prioksky Plant of Non-Ferrous Metals* |
Gold |
RUSSIAN FEDERATION | |||
|
203. |
PT Aneka Tambang (Persero) Tbk* |
Gold |
INDONESIA | |||
|
204. |
PX Précinox S.A.* |
Gold |
SWITZERLAND | |||
|
205. |
Rand Refinery (Pty) Ltd.* |
Gold |
SOUTH AFRICA | |||
|
206. |
REMONDIS PMR B.V.* |
Gold |
NETHERLANDS | |||
|
207. |
Royal Canadian Mint* |
Gold |
CANADA | |||
10
|
208. |
SAAMP* |
Gold |
FRANCE | |||
|
209. |
Safimet S.p.A.* |
Gold |
ITALY | |||
|
210. |
Samduck Precious Metals* |
Gold |
KOREA (REPUBLIC OF) | |||
|
211. |
SAXONIA Edelmetalle GmbH* |
Gold |
GERMANY | |||
|
212. |
SEMPSA Joyería Platería S.A.* |
Gold |
SPAIN | |||
|
213. |
Shandong Zhaojin Gold & Silver Refinery Co., Ltd.* |
Gold |
CHINA | |||
|
214. |
Sichuan Tianze Precious Metals Co., Ltd.* |
Gold |
CHINA | |||
|
215. |
Singway Technology Co., Ltd.* |
Gold |
TAIWAN | |||
|
216. |
SOE Shyolkovsky Factory of Secondary Precious Metals* |
Gold |
RUSSIAN FEDERATION | |||
|
217. |
Solar Applied Materials Technology Corp.* |
Gold |
TAIWAN | |||
|
218. |
Sumitomo Metal Mining Co., Ltd.* |
Gold |
JAPAN | |||
|
219. |
SungEel HiMetal Co., Ltd.* |
Gold |
KOREA, REPUBLIC OF | |||
|
220. |
T.C.A S.p.A* |
Gold |
ITALY | |||
|
221. |
Tanaka Kikinzoku Kogyo K.K.* |
Gold |
JAPAN | |||
|
222. |
The Refinery of Shandong Gold Mining Co., Ltd.* |
Gold |
CHINA | |||
|
223. |
Tokuriki Honten Co., Ltd.* |
Gold |
JAPAN | |||
|
224. |
Torecom* |
Gold |
KOREA (REPUBLIC OF) | |||
|
225. |
Umicore Brasil Ltda.* |
Gold |
BRAZIL | |||
|
226. |
Umicore Precious Metals Thailand* |
Gold |
THAILAND | |||
|
227. |
Umicore S.A. Business Unit Precious Metals Refining* |
Gold |
BELGIUM | |||
|
228. |
United Precious Metal Refining, Inc.* |
Gold |
UNITED STATES | |||
|
229. |
Valcambi S.A.* |
Gold |
SWITZERLAND | |||
|
230. |
Western Australian Mint trading as The Perth Mint* |
Gold |
AUSTRALIA | |||
|
231. |
WIELAND Edelmetalle GmbH* |
Gold |
GERMANY | |||
|
232. |
Yamakin Co., Ltd.* |
Gold |
JAPAN | |||
|
233. |
Yokohama Metal Co., Ltd.* |
Gold |
JAPAN | |||
|
234. |
Zhongyuan Gold Smelter of Zhongjin Gold Corporation* |
Gold |
CHINA | |||
| 2. | Table 2: |
Listed below are the 5 Smelters identified to us by our Suppliers as potentially in our supply chain for 2019 that have processed CMs of undeterminable origin. “Active” means the Smelter has committed to participate in a third-party audit of its Conflict Status, as reported by the RMAP. The location information and “Active” status are as reported by the RMAP as of March 5, 2020.
| No. | Smelter | Metal | Country | Active | ||||
| 1. | Jiangxi Xianglu Tungsten Co., Ltd. |
Tungsten |
CHINA |
Ö | ||||
| 2. | Dongguan CiEXPO Environmental Engineering Co., Ltd. |
Tin |
CHINA |
|||||
| 3. | Modeltec Sdn Bhd |
Tin |
MALAYSIA |
|||||
| 4. | JSC Ekaterinburg Non-Ferrous Metal Processing Plant |
Gold |
RUSSIAN FEDERATION |
|||||
| 5. | SAFINA A.S. |
Gold |
CZECHIA |
Ö | ||||
11
Appendix B
Independent Private Sector Auditor Report
INDEPENDENT AUDITOR’S REPORT ON CONFLICT MINERALS
The Board of Directors
Texas Instruments Incorporated
Dallas, Texas
We have examined:
| • | whether the design of Texas Instruments Incorporated’s (the “Company”) due diligence framework as set forth in the section titled “Design of Due Diligence” of the Conflict Minerals Report for the reporting period from January 1, 2019 through December 31, 2019, is in conformity, in all material respects, with the criteria set forth in the Organization for Economic Co-Operation and Development Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, Third Edition 2016 (“OECD Due Diligence Guidance”), and |
| • | whether the Company’s description of the due diligence measures it performed, as set forth in the section titled “Due Diligence Measures Taken” of the Conflict Minerals Report for the reporting period from January 1, 2019 through December 31, 2019, is consistent, in all material respects, with the due diligence process that the Company undertook. |
The Company’s management is responsible for the design of the Company’s due diligence framework and the description of the Company’s due diligence measures set forth in the Conflict Minerals Report, and performance of the due diligence measures. Our responsibility is to express an opinion on the design of the Company’s due diligence framework and on the description of the due diligence measures the Company performed, based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and the standards applicable to attestation engagements contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the design of the Company’s due diligence framework and the description of the due diligence measures the Company performed is in accordance with the criteria, in all material respects. An examination involves performing procedures to obtain evidence about the Company’s due diligence framework and the description of the due diligence measures the Company performed. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material misstatement of the Company’s due diligence framework and its description of the due diligence measures the Company performed, whether due to fraud or error. We believe the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
Our examination was not conducted for the purpose of evaluating:
| • | The consistency of the due diligence measures that the Company performed with either the design of the Company’s due diligence framework or the OECD Due Diligence Guidance; |
| • | The completeness of the Company’s description of the due diligence measures performed; |
| • | The suitability of the design or operating effectiveness of the Company’s due diligence process; |
| • | Whether a third party can determine from the Conflict Minerals Report if the due diligence measures the Company performed are consistent with the OECD Due Diligence Guidance; |
| • | The Company’s reasonable country of origin inquiry (RCOI), including the suitability of the design of the RCOI, its operating effectiveness, or the results thereof; or |
| • | The Company’s conclusions about the source or chain of custody of its conflict minerals, those products subject to due diligence, or the DRC Conflict Free status of its products. |
12
Accordingly, we do not express an opinion or any other form of assurance on the aforementioned matters or any other matters included in any section of the Conflict Minerals Report other than the sections described below.
In our opinion,
| • | the design of the Company’s due diligence framework for the reporting period from January 1, 2019 through December 31, 2019, as set forth in the section titled “Design of Due Diligence” of the Conflict Minerals Report is in conformity with the OECD Due Diligence Guidance, in all material respects and |
| • | the Company’s description of the due diligence measures it performed, as set forth in the section titled “Due Diligence Measures Taken” of the Conflict Minerals Report for the reporting period from January 1, 2019 through December 31, 2019, is consistent with the due diligence process that the Company undertook, in all material respects. |
| /s/ CROWE LLP |
| Dallas, Texas |
| May 20, 2020 |
13