UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SD
Specialized
Disclosure Report
Textron
Inc.
(Exact name
of registrant as specified in its charter)
|
|
|
|
|
Delaware |
|
1-5480 |
|
05-0315468 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
|
|
|
40
Westminster Street, Providence, RI |
|
02903 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
|
|
E. Robert
Lupone
Executive
Vice President, General Counsel and Secretary
(401) 457-2555
(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:
þ |
Rule 13p-1 under
the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023. |
Section 1 – Conflict
Minerals Disclosure
Item 1.01 Conflict Minerals
Disclosure and Report
Conflict Minerals Disclosure
A
copy of Textron Inc.’s Conflict Minerals Report filed
for the calendar year ended December 31, 2023 is publicly available at http://investor.textron.com/investors/corporate-governance/default.aspx.
Item 1.02 Exhibit
Textron Inc.’s Conflict
Minerals Report for the calendar year ended December 31, 2023 is filed as Exhibit 1.01 hereto.
Section 2 – Exhibits
Item 2.01 Exhibits
Exhibit
1.01 Textron Inc. 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.
|
textron
INC. |
|
|
|
|
BY: |
/s/
E. Robert Lupone
|
|
|
E. Robert Lupone, |
|
|
Executive Vice President, General Counsel
and Secretary |
|
|
|
Date:
May 23, 2024
Exhibit 1.01
TEXTRON
INC.
Conflict
Minerals Report
For
the Year Ended December 31, 2023
Introduction
Textron Inc. is providing
this report for the year ended December 31, 2023 to comply with Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”).
The Rule imposes certain reporting obligations on SEC registrants that manufacture or contract to manufacture products containing
conflict minerals that are necessary to the functionality or production of those products. The term “conflict mineral”
means columbite-tantalite, also known as coltan, cassiterite, gold and wolframite, or their derivatives, which are limited to
tantalum, tin and tungsten (collectively, “3TGs”).
Company and Product
Overview
Textron is a $13.7 billion
multi-industry company operating in numerous countries around the world. Our businesses manufacture a variety of complex products
including (a) at our Textron Aviation segment, business jets, turboprop and piston aircraft, military trainer and defense aircraft,
(b) at our Bell segment, helicopters and tiltrotor aircraft, (c) at our Textron Systems segment, unmanned aircraft systems, electronic
systems and solutions, advanced marine craft, piston aircraft engines, weapons and related components, armored and speciality
vehicles, (d) at our Industrial segment, fuel systems and related components, clear vision systems and battery systems for use
in electric and hybrid electric vehicles, specialized vehicles such as golf cars, off-road utility vehicles, light transportation
vehicles, powersports products, aviation ground support equipment, professional turf-maintenance equipment and specialized turf-care
equipment, and (e) at our Textron eAviation segment, light aircraft and gliders with both electric and combustion engines. References
to “Textron”, “we” and “our” in this Report refer to Textron Inc. and its consolidated subsidiaries.
Covered Products
We conducted a review of the products
that we manufacture or contract to be manufactured and found that our products contain 3TGs within numerous components, such as
jet engines, circuit boards, electronics, brake components and wiring, and 3TGs generally are required for the products’
functionality or production as specified under the Rule.
Reasonable Country of
Origin Inquiry
We conducted a Reasonable
Country of Origin Inquiry (“RCOI”) to seek to ascertain whether the 3TGs in our products originated from the Democratic
Republic of the Congo or an adjoining country (known collectively as the “Covered Countries”) or are from recycled
or scrap sources.
Because of our size, the
complexity of our products, and the depth, breadth, and constant evolution of our worldwide supply chain, it is difficult to identify
suppliers in our supply chain which are multiple steps removed from our direct (first-tier) suppliers, and we have no direct relationships
with mines, smelters or refiners of 3TGs. Accordingly, we rely on our direct suppliers to provide information on the origin of
the 3TGs contained in components and materials supplied to us by them – including sources of 3TGs that are supplied to them
from lower tier suppliers.
To implement our RCOI,
we established enterprise-wide conflict minerals procedures directing each business unit to take a number of steps to identify
suppliers (“in-scope suppliers”) of components or materials potentially containing 3TGs included in products we manufactured
or contracted to manufacture during 2023. As in prior years, in 2023 we retained a third-party service provider to assist us in
reviewing our supply chain and identifying risks.
Our third-party service provider
conducted a supply chain survey with over 1,700 in-scope suppliers using the Conflict Minerals Reporting Template (“CMRT”),
version 6.2 or higher. As part of the supplier survey, in-scope suppliers were contacted via our service provider’s software
platform that enables users to complete and track supplier communications and allows suppliers to upload completed CMRT forms
directly to the platform for assessment and management. Communications sent to in-scope suppliers through the platform included
training and education on the completion of the CMRT form.
Non-responsive in-scope
suppliers were contacted a number of times through the platform and then were also contacted by our service provider’s team.
Certain suppliers were also contacted by a representative of the applicable Textron business unit. Our program for 2023 continues
to include automated data validation on all submitted CMRTs. The goal of data validation is to increase the accuracy of submissions
and identify any contradictory answers in the CMRT. The survey responses were reviewed for completeness and consistency and our
service provider followed up with suppliers who provided incomplete or inconsistent responses. Ultimately, we received complete
and validated responses to our supply chain survey from approximately 66% of the in-scope suppliers.
Although approximately
66% of Textron’s in-scope suppliers responded to the RCOI, there are many suppliers that have not yet provided any smelter
or refiner information or have provided incomplete smelter or refiner data. For the suppliers that responded and provided smelter
or refiner data, our service provider reviewed all supplier responses that claimed in the declaration section of the CMRT to have
known DRC-sourced material.
Because the results of
our RCOI indicated that some of our products contain 3TGs which may have originated from the Covered Countries, in an effort to
locate mines with the greatest possible specificity, we performed due diligence measures on the source and chain of custody of
the 3TGs as described below.
Due Diligence
Design
of Our Due Diligence Framework
Our due diligence measures
have been designed to conform, in all material respects, with the framework in The Organisation for Economic Co-operation and
Development (OECD) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas
and the related Supplements for gold and for tin, tantalum and tungsten (OECD Guidance).
Due
Diligence Process
In conformity with the
OECD’s five step process, we conducted the following activities during the 2023 reporting period:
Step 1. Company
Management Systems
We have established a management
system to support supply chain due diligence related to 3TGs which includes maintaining an internal conflict minerals team coordinated
by our Senior Executive Counsel, with representatives from each of our business units. The team follows our documented procedures
for our conflict minerals compliance program. These procedures cover the identification of suppliers to be surveyed and escalation
procedures, as described above, records retention, updating supplier lists and integrating acquired businesses into the program.
The team leader reports to our senior management on the status of our program as appropriate.
In addition, the team has agreed
upon a recommended conflict minerals contractual provision which our businesses seek to include in any new or amended contracts
with suppliers that may be relevant for our conflict minerals compliance program. This contractual provision requires suppliers
to provide us with the necessary 3TG information and to adopt a supply chain policy and procedure to conduct, and require its
suppliers to conduct, a reasonable country of origin inquiry and, if necessary, to perform due diligence to identify the facilities
used to process the 3TGs and make efforts to identify the location of each mine or location of origin of the 3TGs with the greatest
possible specificity.
Textron has adopted a Conflict
Minerals Policy Statement which can be found at http://investor.textron.com/investors/corporate-governance/default.aspx. In addition,
we recently adopted an expanded Textron Code of Conduct for Suppliers and Other Business Partners which also can be found at http://investor.textron.com/investors/corporate-governance/default.aspx.
To improve supplier education
and training, we utilized our third-party service provider’s learning management system which provided all in-scope suppliers
access to our service provider’s Conflict Minerals training course. This training is tracked and evaluated based on completion.
All suppliers are encouraged to complete all modules within this course.
In addition, we maintain
a telephone Helpline, available 24 hours per day, seven days per week, as well as online reporting capability, as described in
our Business Conduct Guidelines, that enables anonymous reporting, through an independent third-party, of suspected or known violations
of our Business Conduct Guidelines, law or company policy. Textron’s Code of Conduct for Suppliers and Other Business Partners
also provides access to these reporting mechanisms.
Step 2. Identification
and Assessment of Supply Chain Risks
We have worked to identify
and assess our supply chain risk through the CMRT survey process. There are a variety of risks identified throughout the survey
process, including the risk presented by the lack of sourcing information due to non-responsive suppliers and suppliers providing
incomplete or inconsistent responses. The smelter and refiner data collected through the CMRT highlights actual sourcing risk,
such as a smelter or refiner sourcing from the Covered Countries and not yet certified as in conformance with third-party standards
for responsible minerals procurement, or of even higher risk, a smelter or refiner which has not yet begun the audit process to
receive certification.
Step 3. Strategy
to Respond to Identified Risks
While many risks exist
in the search for the origin of the conflict minerals used in components and materials supplied to Textron, as noted above, one
of our identified risks is the inability to obtain complete and accurate information from our suppliers in order to make determinations
about our products. There are numerous initiatives working to improve transparency and accountability at the smelter and refinery
levels of the supply chain, however, we can only benefit from the information being developed by these initiatives if our suppliers
are able to trace back the conflict minerals in their products to a specific smelter or refiner.
In our new or amended contractual
agreements with our direct suppliers, we have requested the inclusion of a contractual provision which requires suppliers to provide
us with the necessary 3TG information and to adopt a supply chain policy and procedure to conduct, and require its suppliers to
conduct, a reasonable country of origin inquiry and, if necessary, to perform due diligence to identify the facilities used to
process the 3TGs and make efforts to identify the location of each mine or location of origin of the 3TGs with the greatest possible
specificity.
This objective also is reflected
in our Conflict Minerals Policy Statement, which indicates that we encourage our suppliers to undertake reasonable due diligence
with their supply chains in an effort to assure their conflict minerals are being sourced from mines and smelters/refiners which
have been certified by an independent third party as “conflict free” if sourced within the Covered Countries. Our
Policy Statement further states that “if we determine that any of our products or components contain 3TG from a mine or
facility in a Covered Country that is not “conflict free”, we will evaluate our options, including but not limited
to reassessment of the supplier relationship.” In addition, Textron’s Code of Conduct for Suppliers and Other Business
Partners provides that our suppliers shall have a due diligence process to reasonably assure that any material considered to be
a conflict mineral in the products they manufacture does not directly or indirectly finance or benefit armed groups that are perpetrators
of serious human rights abuses in the Democratic Republic of the Congo or an adjoining country. Further, suppliers shall exercise
due diligence on the source and chain of custody of these minerals and make their due diligence measures available to us upon
request.
If, over time, we obtain
more detailed information from our suppliers with regard to the origin of the 3TGs contained in components and materials supplied
to us by them, we will evaluate how to respond to identified risks in our supply chain, including, if appropriate, escalating
identified risks to management for consideration of further action. During 2023, we did not identify any instances where it was
necessary to escalate identified risks to management for further action.
Step
4. Independent Third-Party Audit of Facilities’ Due Diligence Practices
As discussed above, we
do not have direct relationships with smelters or refiners, and we do not perform direct audits of these entities’ supply
chains. We intend to rely on the development and implementation of independent third-party audits of smelters’ and refiners’
sourcing, such as the Responsible Minerals Assurance Process.
Step 5. Report on
Supply Chain Due Diligence
This Report is submitted
to the SEC annually and is publicly available at http://investor.textron.com/investors/corporate-governance/default.aspx.
Due Diligence Results
Many of the responses received
from suppliers which indicated that they source 3TGs from a Covered Country provided data at the company or divisional level,
rather than at the part or component level. As a result, we have been unable to determine whether the 3TGs reported by these suppliers
were contained in components supplied to us (as opposed to other components supplied by our suppliers but not purchased by us).
We are therefore unable to directly link, based on the due diligence measures described in this Report, 3TGs contained in Textron
products to 3TGs originating from a Covered Country.
Facilities
Used to Process the 3TGs
Certain of the supplier responses
in the CMRT included the names of facilities listed as smelters or refiners. We do not typically have a direct relationship with
3TG smelters and refiners and do not perform or direct audits of these entities within our supply chain. Our service provider
compared the facilities listed in the responses in the CMRT to the list of smelters maintained by the Responsible Minerals Initiative
(“RMI”) to ensure that the facilities met the RMI definition of a 3TGs processing facility that was operational during
the 2023 calendar year. As of May 17, 2023, we have validated in this manner that 362 smelters or refiners provided in our supplier
CMRTs are included on these lists.
If a supplier indicated that a facility
was certified as “RMAP Conformant”, meaning in conformance with RMI’s Responsible Minerals Assurance Process
standards, our service provider confirmed that it was listed as such by RMI. Of the smelters and refiners listed by suppliers
via the CMRTs which have been validated as described, 226 have been confirmed as RMAP Conformant and 12 have actively begun the
process to be validated as Conformant. The CMRTs in the aggregate claim that 134 of the RMAP Conformant smelters source 3TGs from
the Covered Countries, however we cannot confirm this information. Many of the CMRTs did not provide information regarding the
country of origin of 3TGs, and such information is generally not available through public information sources related to the smelters
and refiners.
Many suppliers are still unable to
provide the smelters or refiners used for components supplied by them to us and, even where facilities were identified, the suppliers
did not always provide complete information on the facility, including smelter identification numbers, so that we were unable
to immediately validate the smelter as described above and, as previously noted, many of the responses indicated an “unknown”
status in terms of determining the origin of 3TGs.
Efforts
to Determine Mine or Location of Origin
For the reasons explained
above, we rely on our direct suppliers to provide information on the origin of the 3TGs contained in components and materials
they supply to us. As noted above, our program has initially focused on gathering smelter and refiner information via the CMRT
survey process and, as the program progresses, if feasible, we intend to work toward obtaining from our suppliers all necessary
smelter and refiner identification information. This information will facilitate the validation and disclosure of the smelters
and refiners as well as the tracing of the 3TGs to their location of origin. However, to date we only have smelter and facility
information and no information with regard to the mine or specific location of origin of the 3TGs in our products or whether they
come from recycled or scrap sources, as we understand that generally that information is kept confidential by the refiners and
smelters.
We believe that the inquiries
and investigations described above represent a reasonable effort to determine the mines or locations of origin of the 3TGs in
our Covered Products, including seeking information about 3TG smelters and refiners in our supply chain through requesting that
our suppliers complete the CMRT and verifying those smelters and refiners with the expanding RMI lists to the extent possible.
Steps to be Taken to Mitigate
Risk
We intend to take and continue
the following actions to mitigate the risk that our necessary 3TGs benefit armed groups:
| · | Direct
each of our business units to request our recommended contractual provision requiring
our suppliers to conduct due diligence on their supply chains and to provide information
to us about the source of their 3TGs, as described above. This provision is intended
to be included in new and renewed supplier contracts on a going forward basis. |
| · | Establish
a screening process for new suppliers to our businesses so that new suppliers will be
added to our in-scope supplier list if appropriate as they begin a relationship with
the business. |
| · | Direct
suppliers to training resources to attempt to increase the response rate and improve
the content of the supplier survey responses. |
| · | Work
toward obtaining from our suppliers additional smelter and refiner identification information.
|
Textron (NYSE:TXT)
Gráfico Histórico do Ativo
De Ago 2024 até Set 2024
Textron (NYSE:TXT)
Gráfico Histórico do Ativo
De Set 2023 até Set 2024