UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
MICRON TECHNOLOGY, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 1-10658 | 75-1618004 | |||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||
8000 South Federal Way | ||
Boise, Idaho 83716-9632 | ||
(Address of principal executive offices) | ||
Mark W. Adams President (208) 368-4000 | ||
(Name and telephone number, including area code, of the person to contact in connection with this report.) | ||
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
x Rule 13p-1 under the Securities and Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.
Section 1 - Conflict Minerals Disclosure
Item 1.01. | Conflict Minerals Disclosure and Report In accordance with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”), we conducted a reasonable country of origin inquiry (“RCOI”) to assess whether conflict minerals necessary to the functionality or production of products we manufactured or contracted to manufacture in calendar 2014 originated in the Democratic Republic of the Congo or an adjoining country (collectively, the “Covered Countries”) or were from recycled or scrap sources. The Rule defines conflict minerals as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives (tin, tantalum and tungsten). Based on the results of our RCOI, we have reason to believe that certain conflict minerals contained in our 2014 products may have originated in the Covered Countries and may not have been from recycled or scrap sources. We therefore conducted due diligence on the source and chain of custody of these minerals and prepared a Conflict Minerals Report, filed as Exhibit 1.01 hereto. Conflict Minerals Disclosure A copy of the Conflict Minerals Report for the calendar year ended December 31, 2014 is available on our website at http://www.micron.com/about/our-commitment/conflict-mineral-policy. |
Item 1.02. | Exhibit |
The Conflict Minerals Report for the calendar year ended December 31, 2014 is filed as Exhibit 1.01 hereto. | |
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.
SIGNATURE
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.
MICRON TECHNOLOGY, INC. | |||
Date: | May 29, 2015 | By: | /s/ Mark W. Adams |
Name: | Mark W. Adams | ||
Title: | President | ||
INDEX TO EXHIBITS FILED WITH
FORM SD SPECIAL DISCLOSURE REPORT DATED MAY 29, 2015
Exhibit | Description | |
1.01 | Conflict Minerals Report | |
EXHIBIT 1.01
Micron Technology, Inc.
Conflict Minerals Report
Calendar Year 2014
We prepared this Conflict Minerals Report (“CMR”) pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”).1 This CMR covers the 2014 calendar year reporting period and is filed as an exhibit to our Form SD.2 This CMR includes a description of the measures we have taken to exercise due diligence on the source and chain of custody of conflict minerals (specifically gold, and the derivatives tin, tantalum, and tungsten (collectively “3TG metals”)) necessary to manufacture our products in 2014.
In 2014 we increased our conflict mineral program resources and improved our internal conflict minerals data management system. These measures helped us to further improve our conflict mineral outreach and to better track and communicate our progress toward a conflict-free supply chain for our products.3 Of the 257 smelters reported in our 2014 supply chain, 122 were validated as conflict-free while another 55 were actively participating in a conflict-free auditing program.4 This represents a 65% increase in the number of conflict-free validated smelters reported in 2014 over 2013.
In 2015, we are continuing to take active measures to encourage 3TG metals smelters in our product supply chain to become conflict-free validated. These measures include direct outreach to suppliers and smelters.5 Smelters that refuse to participate in conflict-free auditing programs following reasonable engagement efforts will be targeted for removal from our supply chain.
As a Conflict-Free Sourcing Initiative (“CFSI”) founding member (member ID MICR), we continue to support the CFSI and its conflict-free third-party auditing program, the Conflict-Free Sourcing Program (“CFSP”), as part of our commitment to drive ethical sourcing of 3TG metals throughout the supply chain.
__________________________
1 In this CMR, unless otherwise indicated or the context otherwise requires “we,” “us,” “our,” “Micron” and the “Company” refers to Micron Technology, Inc. and its subsidiaries.
2 Unless otherwise noted, any designation of years refers to calendar years.
3 The term “conflict-free” herein means the relevant smelters are verified as compliant with the Conflict-Free Sourcing Initiative’s (CFSI) Conflict-Free Smelter Program (“CFSP”) or an equivalent third-party auditing program.
4 The term “smelters” herein refers to both smelters and refiners of 3TG metals.
5 The term suppliers, herein refers to suppliers and contract manufacturers that are likely to provide us with products containing 3TG metals that are necessary to the function or manufacture of our products.
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1. | Our Conflict Mineral Due Diligence Program Design |
We have designed our conflict mineral due diligence program in conformance with the principles of the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk Areas (Second Edition) and the supplements thereto (“OECD Guidance”) as applied to downstream companies.
2. | Our Conflict Mineral Due Diligence for 2014 Products |
2.1 | Our Management System |
In 2014 we maintained a Conflict Minerals Policy and communicated this policy to our suppliers and the public via the conflict minerals portion of our company website. Our cross-disciplinary Conflict Mineral Team met to review our conflict mineral program implementation. Executives from our Procurement, Supply Chain, Quality, Finance, Sales and Legal departments also reviewed our program progress. Our Supplier Quality Requirements Document set forth our supplier expectations with respect to 3TG metals. We continued to incorporate these requirements into the terms and conditions of our supplier agreements. We also maintained internal and third-party access to our ethics and compliance hotline, which can be used to report issues relating to conflict minerals. Our program included a five-year record retention policy for our conflict minerals documents.
2.2 | Our Risk Assessment |
We sent our 2014 suppliers letters requesting that they complete the CFSI CMRT. We reviewed the CMRT responses and determined whether the disclosed smelters were recognized by CFSI as processors of 3TG metals, and if so, whether they had been validated as compliant or listed as active with the CFSP.
2.3 | Our Risk Management |
We are members of several CFSI working committees, including the CFSI Smelter Engagement Team, which was tasked with identifying and influencing key smelters in the supply chains of CFSI members to join the CFSP. Additionally, we worked with a smelter who we identified as key to our supply chain to encourage their participation in the CFSP. They subsequently joined the CFSP.
2.4 | Smelter/Refiner Auditing |
As we do not source 3TG Metals directly from smelters, we rely on third-party auditing programs, like the CFSP, to coordinate audits of smelters in our supply chain.
2.5 | Reporting |
We report our annual due diligence results to the SEC and make the report available on our company website.
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3. | Our Product Descriptions |
Overview
We offer a broad portfolio of DRAM, NAND, and NOR semiconductor memory products. We conducted due diligence, as described in this CMR, to try to determine the source and chain of custody of the necessary 3TG metals contained in these products. We were unable to determine the country of origin of some of the 3TG metals in our 2014 products and/or whether our 2014 products contain 3TG metals that may have directly or indirectly financed or benefited armed groups in the Democratic Republic of the Congo or an adjoining country.
Description of Products
In 2014, we manufactured or contracted to manufacture the following products containing necessary 3TG metals:
• | Dynamic Random Access Memory ("DRAM") |
DRAM products are high-density, low-cost-per-bit, random access memory devices that provide high-speed data storage and retrieval. DRAM products are used in computers, servers, tablets, mobile phones, communication equipment, computer peripherals, industrial, automotive and other electronic devices. We offer DRAM products with a variety of performance, pricing and other characteristics including high-volume DDR4, DDR3 and DDR2 products as well as specialty DRAM memory products including Mobile Low Power DRAM, DDR, SDRAM, Reduced Latency DRAM and Pseudo-static DRAM.
• | NAND Flash Memory |
NAND Flash products are electrically re-writeable, non-volatile semiconductor memory devices that retain content when power is turned off. NAND Flash is ideal for mass-storage devices due to its fast erase and write times, high density and low cost per bit relative to other solid-state memories. Embedded NAND Flash-based storage devices are utilized in mobile phones, solid-state drives, tablets, computers, industrial and automotive applications, MP3/4 players and other personal and consumer applications. Removable storage devices, such as USB and Flash memory cards, are used with applications such as PCs, digital still cameras, MP3/4 players and mobile phones.
• | NOR Flash Memory |
NOR Flash products are electrically re-writeable, non-volatile semiconductor memory devices that retain content when power is turned off, offer fast read times due to random access capability and have execute-in-place capability that enables processors to read NOR Flash without first accessing RAM. These capabilities make NOR ideal for storing program code in wireless and embedded applications.
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Reported Smelters Used to Process 3TG Metals
We identified 257 smelters that are recognized by CFSI to be processors of 3TG metals and that were reported by our suppliers as potentially in our supply chain. Of these, 122 were listed by CFSI as conflict-free under the CFSP. Another 55 were committed to pursuing audits as reflected by their CFSP participation or membership with the Tungsten Industry-Conflict Minerals Council (“TI-CMC”). Many of our suppliers reported smelter information at the company level rather than limiting their response to smelters affiliated with products sold to Micron. As a result, some smelters reported may not be affiliated with our products. We were unable to determine the origin of 3TG metals processed by the 135 smelters that had not undergone a third-party audit as of December 31, 2014. We were further unable to determine whether any of the 3TG metals affiliated with these smelters may have directly or indirectly financed or benefited armed groups in the Covered Countries. These 135 smelters are listed in Appendix A.
Aggregated Countries of Origin of 3TG Metals
Our due diligence efforts did not result in sufficient information to conclusively determine the countries of origin of 3TG metals in our products. Appendix B sets forth a list of countries of origin of 3TG metals that may be in our products based on information provided to us by CFSI, which was available to us on an aggregated basis only for CFSP conflict-free smelters.
Efforts to Determine the Mine or Location of Origin
CFSI has an established audit protocol to assess whether smelters of 3TG metals employed policies, practices and procedures to source conflict-free minerals. CFSI, through the CFSP, collects and provides access for its members to certain information regarding the origin of minerals processed at CFSP conflict-free smelters.
We required our suppliers to complete the CMRT, which requested information regarding the mine or location of origin of necessary conflict minerals processed by the smelters our suppliers identified as potentially associated with our 3TG metals supply chain. We reviewed the supplier responses as well as information available through the CFSI on the mine or location of origin of 3TG metals processed by these smelters collectively. Because we were unable to confirm the supplier data, our list of the countries of origin in Appendix B reflects the aggregated list of countries provided by CFSI for CFSP conflict-free smelters.
4. 2015 Due Diligence Measures
For 2015, we have dedicated increased budget for smelter engagement to encourage smelters in our supply chain to join the CFSP audit program. As of the date of this filing, we have engaged three smelters in face-to-face meetings to help facilitate their conflict-free validation. Additionally, we have bolstered our supplier engagement, directing suppliers that they must encourage smelters in their supply chain that are not yet part of a smelter validation program to participate in a program such as the CFSP. Finally, we have directed suppliers reporting smelters that have resisted repeated CFSI engagement efforts to move away from such smelters by a defined date.
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This Conflict Minerals Report contains forward looking statements related to our conflict minerals diligence programs for 2015. We wish to caution you that such statements are predictions and that actual events or results may differ materially. We refer you to the documents the Company files on a consolidated basis from time to time with Securities and Exchange Commission, specifically the Company’s most recent Form 10-K and Form 10-Q. These documents contain and identify important factors that could cause the actual results for the Company on a consolidated basis to differ materially from those contained in our projections or forward-looking statements. These certain factors can be found at http://investors.micron.com/riskFactors.cfm. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of the presentation to conform these statements to actual results.
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Appendix A
Reported 3TG Smelters List
This table provides the names of the smelters reported by our suppliers that are also recognized by CFSI to be processors of 3TG metals, but that have not been listed by CFSI as compliant with the CFSP or an equivalent smelter auditing program as of December 31, 2014. The smelter names appear as they are listed on the CFSI Smelter or Refiner Information Exchange. We cannot confirm that any or all smelters in this table processed the necessary 3TG metals contained in our products, as many of our in scope suppliers identified all smelters in their total supply chain rather than just those smelters affiliated with products sold to us.
Smelters noted with an asterisk (*) in this table were listed by CFSI as active with the CFSP or an equivalent smelter auditing program as of December 22, 2014. Given the ongoing work within the CFSP to perform audits of participating smelters, and the efforts of many smelters to successfully complete the auditing process, it is likely that a number of these smelters have since become validated as conflict free. Up to date information on the validation status of smelters participating in the CFSP is available at http://www.conflictfreesourcing.org/conflict-free-smelter-refiner-lists/.
Metal | Smelter Name |
Gold | Advanced Chemical Company |
Gold | Aida Chemical Industries Co. Ltd. * |
Gold | Almalyk Mining and Metallurgical Complex (AMMC) |
Gold | Asaka Riken Co Ltd * |
Gold | Atasay Kuyumculuk Sanayi Ve Ticaret A.S. |
Gold | Bangko Sentral ng Pilipinas (Central Bank of the Philippines) |
Gold | Bauer Walser AG |
Gold | C. Hafner GmbH + Co. KG * |
Gold | Caridad |
Gold | Cendres + Métaux SA * |
Gold | Chugai Mining |
Gold | Colt Refining |
Gold | Daejin Indus Co. Ltd |
Gold | Daye Non-Ferrous Metals Mining Ltd. |
Gold | Do Sung Corporation |
Gold | Doduco |
Gold | FSE Novosibirsk Refinery |
Gold | Gansu Seemine Material Hi-Tech Co Ltd |
Gold | Guangdong Jinding Gold Limited |
Gold | Guangzhou Jin Ding |
Gold | Hangzhou Fuchunjiang Smelting Co., Ltd. |
Gold | Hunan Chenzhou Mining Group Co., Ltd. |
Gold | Hwasung CJ Co. Ltd |
Gold | Inner Mongolia Qiankun Gold and Silver Refinery Share Company Limited |
Gold | Jiangxi Copper Company Limited |
Gold | JSC Ekaterinburg Non-Ferrous Metal Processing Plant |
Gold | JSC Uralelectromed |
Gold | Korea Metal Co. Ltd |
Gold | Kyrgyzaltyn JSC |
Gold | L' azurde Company For Jewelry |
Gold | Lingbao Jinyuan Tonghui Refinery Co. Ltd. |
Gold | Luoyang Zijin Yinhui Metal Smelt Co Ltd |
Gold | Moscow Special Alloys Processing Plant |
Gold | Navoi Mining and Metallurgical Combinat |
Gold | OJSC “The Gulidov Krasnoyarsk Non-Ferrous Metals Plant” (OJSC Krastvetmet) |
Gold | OJSC Kolyma Refinery |
Gold | Penglai Penggang Gold Industry Co Ltd |
Gold | Prioksky Plant of Non-Ferrous Metals |
Gold | PT Aneka Tambang (Persero) Tbk |
Gold | Sabin Metal Corp. * |
Gold | Samduck Precious Metals |
Gold | Samwon Metals Corp. |
Gold | Shandong Zhaojin Gold & Silver Refinery Co. Ltd * |
Gold | Sichuan Tianze Precious Metals Co., Ltd * |
Gold | So Accurate Group, Inc. |
Gold | SOE Shyolkovsky Factory of Secondary Precious Metals |
Gold | The Great Wall Gold and Silver Refinery of China |
Gold | The Refinery of Shandong Gold Mining Co. Ltd |
Gold | Tongling nonferrous Metals Group Co.,Ltd |
Gold | Torecom |
Gold | Yamamato Precious Metal Co., Ltd * |
Gold | Yokohama Metal Co Ltd * |
Gold | Yunnan Copper Industry Co Ltd |
Gold | Zhongyuan Gold Smelter of Zhongjin Gold Corporation |
Gold | Zijin Mining Group Co. Ltd |
Tantalum | King-Tan Tantalum Industry Ltd |
Tantalum | Shanghai Jiangxi Metals Co. Ltd |
Tin | China Tin Group Co., Ltd * |
Tin | CNMC (Guangxi) PGMA Co. Ltd |
Tin | Cooper Santa * |
Tin | CV Gita Pesona |
Tin | CV Makmur Jaya |
Tin | CV Serumpun Sebalai * |
Tin | EM Vinto * |
Tin | Estanho de Rondônia S.A. |
Tin | Fenix Metals * |
Tin | Gejiu Kai Meng Industry and Trade LLC |
Tin | Gejiu Zi-Li |
Tin | Huichang Jinshunda Tin Co. Ltd |
Tin | Jiangxi Ketai Advanced Material Co., Ltd. * |
Tin | Linwu Xianggui Smelter Co |
Tin | Melt Metais e Ligas S/A * |
Tin | Metallo Chimique * |
Tin | Nankang Nanshan Tin Manufactory Co., Ltd |
Tin | Novosibirsk Integrated Tin Works |
Tin | O.M. Manufacturing (Thailand) Co., Ltd. |
Tin | O.M. Manufacturing Philippines, Inc. |
Tin | PT Alam Lestari Kencana |
Tin | PT Aries Kencana Sejahtera * |
Tin | PT Artha Cipta Langgeng * |
Tin | PT Babel Surya Alam Lestari |
Tin | PT Bangka Kudai Tin * |
Tin | PT Bangka Putra Karya * |
Tin | PT Bangka Timah Utama Sejahtera * |
Tin | PT Belitung Industri Sejahtera * |
Tin | PT BilliTin Makmur Lestari |
Tin | PT Eunindo Usaha Mandiri * |
Tin | PT Fang Di MulTindo |
Tin | PT HP Metals Indonesia |
Tin | PT Inti Stania Prima |
Tin | PT Justindo |
Tin | PT Karimun Mining * |
Tin | PT Koba Tin |
Tin | PT Mitra Stania Prima * |
Tin | PT Panca Mega Persada * |
Tin | PT Pelat Timah Nusantara Tbk * |
Tin | PT Prima Timah Utama |
Tin | PT Sariwiguna Binasentosa * |
Tin | PT Seirama Tin investment |
Tin | PT Sumber Jaya Indah |
Tin | PT Supra Sukses Trinusa |
Tin | PT Tinindo Inter Nusa * |
Tin | PT Tommy Utama |
Tin | PT Wahana Perkit Jaya |
Tin | PT Yinchendo Mining Industry |
Tin | Rui Da Hung * |
Tin | Soft Metais, Ltda. * |
Tin | The Gejiu cloud new colored electrolytic |
Tin | Yunnan Chengfeng Non-ferrous Metals Co.,Ltd. * |
Tungsten | A.L.M.T. Corp. |
Tungsten | Chenzhou Diamond Tungsten Products Co., Ltd. * |
Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. |
Tungsten | Dayu Weiliang Tungsten Co., Ltd. * |
Tungsten | Fujian Jinxin Tungsten Co., Ltd. |
Tungsten | Ganzhou Non-ferrous Metals Smelting Co., Ltd. * |
Tungsten | Guangdong Xianglu Tungsten Co., Ltd. * |
Tungsten | H.C. Starck GmbH * |
Tungsten | H.C. Starck Smelting GmbH & Co.KG * |
Tungsten | Hunan Chenzhou Mining Group Co., Ltd. * |
Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. * |
Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. * |
Tungsten | Jiangxi Minmetals Gao'an Non-ferrous Metals Co., Ltd. |
Tungsten | Jiangxi Richsea New Materials Co., Ltd. * |
Tungsten | Jiangxi Tonggu Non-ferrous Metallurgical & Chemical Co., Ltd. * |
Tungsten | Jiangxi Xianggan No-Ferrous Metals Co, * |
Tungsten | Jiangxi Xinsheng Tungsten Industry Co., Ltd. * |
Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. * |
Tungsten | Kennametal Fallon * |
Tungsten | Kennametal Huntsville * |
Tungsten | Nui Phao H.C. Starck Tungsten Chemicals Manufacturing LLC * |
Tungsten | Tejing (Vietnam) Tungsten Co., Ltd. * |
Tungsten | Vietnam Youngsun Tungsten Industry Co., Ltd * |
Tungsten | Wolfram Bergbau und Hütten AG * |
Tungsten | Wolfram Company CJSC * |
Tungsten | Xinhai Rendan Shaoguan Tungsten Co., Ltd. * |
* Smelter or refiner was on the CFSP Active List or a TI-CMC Member as of 12/22/14 | |
Appendix B
Aggregated Counties of Origin List
This table provides information available from CFSI on countries of origin for smelters that have been validated as compliant with the CFSP. Due to confidential business information concerns, CFSI provides this country of origin information on an aggregated basis. This table reflects information available from CFSI as of December 31, 2014.
Angola | Guyana | Republic of Congo |
Argentina | Hong Kong | Republic of Korea |
Australia | Hungary | Russian Federation |
Austria | India | Rwanda |
Belgium | Indonesia | Sierra Leone |
Bolivia | Ireland | Singapore |
Brazil | Israel | Slovakia |
Burundi | Japan | South Africa |
Canada | Kazakhstan | South Sudan |
Central African Republic | Kenya | Spain |
Chile | Lao People's Democratic Republic | Suriname |
China | Luxembourg | Switzerland |
Colombia | Madagascar | Taiwan |
Cote D'Ivoire | Malaysia | Thailand |
Czech Republic | Mongolia | The Democratic Republic of Congo |
Djibouti | Mozambique | Uganda |
Egypt | Myanmar | United Kingdom of Great Britain and Northern Ireland |
England | Netherlands | United Republic of Tanzania |
Estonia | Nigeria | United States of America |
Ethiopia | Peru | Vietnam |
France | Plurinational State of Bolivia | Zambia |
Germany | Portugal | Zimbabwe |