x |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
Delaware | 05-0315468 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock par value $0.125
|
New York Stock Exchange | |
|
Chicago Stock Exchange |
Large accelerated filer
x
|
Accelerated filer o | |
Non-accelerated filer
o
|
Smaller reporting company o | |
(Do not check if a smaller reporting company) |
1
2
3
January 2, | January 3, | |||||||
(In millions) | 2010 | 2009 | ||||||
U.S. Government:
|
||||||||
Bell
|
$ | 6,416 | $ | 5,037 | ||||
Textron Systems
|
1,408 | 2,004 | ||||||
|
||||||||
Total U.S. Government backlog
|
7,824 | 7,041 | ||||||
|
||||||||
Commercial:
|
||||||||
Cessna
|
4,893 | 14,530 | ||||||
Bell
|
487 | 1,155 | ||||||
Textron Systems
|
256 | 186 | ||||||
Industrial
|
47 | 76 | ||||||
|
||||||||
Total commercial backlog
|
5,683 | 15,947 | ||||||
|
||||||||
Total backlog
|
$ | 13,507 | $ | 22,988 | ||||
|
4
5
6
7
8
9
10
11
12
13
14
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Name
Age
Current Position with Textron Inc.
48
President, Chief Executive Officer and Director
62
Executive Vice President Administration and Chief Human Resources Officer
50
Executive Vice President and Chief Financial Officer
65
Executive Vice President, General Counsel, Corporate Secretary and
Chief Compliance Officer
Table of Contents
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
2009
2008
Dividends
Dividends
High
Low
per Share
High
Low
per Share
$
16.52
$
3.57
$
0.02
$
71.69
$
47.50
$
0.23
14.37
7.13
0.02
65.52
47.03
0.23
20.99
8.51
0.02
49.90
28.43
0.23
21.00
17.55
0.02
32.31
10.09
0.23
Table of Contents
(Dollars in millions, except per share amounts and where otherwise noted)
2009
2008
2007
2006
2005
$
3,320
$
5,662
$
5,000
$
4,156
$
3,480
2,842
2,827
2,581
2,347
2,075
1,899
1,880
1,114
790
529
2,078
2,918
2,825
2,611
2,559
361
723
875
798
628
$
10,500
$
14,010
$
12,395
$
10,702
$
9,271
$
198
$
905
$
865
$
645
$
457
304
278
144
108
269
240
251
174
92
45
27
67
173
149
125
(294
)
(50
)
222
210
171
475
1,451
1,578
1,204
1,067
(317
)
(526
)
(118
)
(164
)
(171
)
(257
)
(207
)
(203
)
(143
)
(125
)
(87
)
(90
)
(90
)
76
(305
)
(368
)
(247
)
(196
)
$
(73
)
$
324
$
866
$
660
$
460
$
(0.28
)
$
1.32
$
3.47
$
2.59
$
1.72
$
(0.28
)
$
1.29
$
3.40
$
2.53
$
1.69
$
0.08
$
0.92
$
0.85
$
0.78
$
0.70
$
10.38
$
9.75
$
13.99
$
10.51
$
12.55
$
21.00
$
71.69
$
74.40
$
49.48
$
40.36
$
3.57
$
10.09
$
43.60
$
37.76
$
32.60
$
18.81
$
15.37
$
71.62
$
46.88
$
38.49
262,923
246,208
249,792
255,098
267,062
262,923
250,338
254,826
260,444
272,892
272,272
242,041
250,061
251,192
260,370
$
18,940
$
20,031
$
20,002
$
17,594
$
16,539
$
3,584
$
2,569
$
2,146
$
1,796
$
1,930
$
5,667
$
7,388
$
7,311
$
6,862
$
5,420
$
2,826
$
2,366
$
3,507
$
2,649
$
3,276
39
%
46
%
32
%
29
%
26
%
56
%
52
%
38
%
40
%
37
%
$
238
$
545
$
379
$
415
$
354
$
344
$
331
$
284
$
257
$
270
$
844
$
966
$
804
$
771
$
672
32,000
43,000
42,000
38,000
35,000
14,000
15,000
15,000
16,000
17,000
Table of Contents
In February 2009, drew down on the balance of our $3.0 billion committed bank credit lines
given the risks associated with the capital markets at the time.
Issued $600 million of Convertible Notes and $600 million of senior notes in May and September,
respectively.
In May 2009, concurrent with the Convertible Note offering, offered and sold to the public
23,805,000 shares of our common stock for net proceeds of approximately $238 million.
Extinguished $1.3 billion of our outstanding debt securities with maturity dates ranging
from 2009 to 2013 through open market repurchases and tender offers, resulting in a net gain
of $53 million.
Table of Contents
Lower manufacturing volume of $3.3 billion, reflecting:
$2.4 billion decrease at Cessna, primarily related to fewer deliveries due to the economic recession;
$801 million decrease in the Industrial segment, principally due to recession-related lower demand; and a
$79 million decrease at Bell largely related to lower commercial helicopter volume as a result
of the economic recession.
Lower Finance segment revenues of $362 million, reflecting an increase in portfolio
losses, lower market interest rates and lower securitization income; and
Unfavorable foreign exchange impact of $51 million in the Industrial segment; partially offset by
Higher pricing of $155 million, with $94 million at Bell and $48 million at Cessna.
Additional revenues from newly acquired businesses of $820 million, primarily the acquisition of
AAI at Textron Systems;
Higher manufacturing volume of $498 million, reflecting:
$341 million in higher volume at Cessna, primarily related to an increase in business jet deliveries;
$134 million in higher volume at Bell, largely related to the V-22 and H-1 programs; and
$85 million in increased volume at Textron Systems from higher Armored Security Vehicle
aftermarket, Lycoming and Intelligent Battlefield Systems products; partially offset by
$62 million decrease in the Industrial segment, principally due to lower demand at Kautex;
Higher pricing of $378 million, with $252 million at Cessna, $87 million at Bell and $34 million
in the Industrial segment; and
Favorable foreign exchange impact of $95 million in the Industrial segment.
Table of Contents
Restructuring Program
Contract
Curtailment
Terminations
Total
Severance
Charges,
Asset
and
Total
Other
Special
(In millions)
Costs
Net
Impairments
Other
Restructuring
Charges
Charges
$
80
$
26
$
54
$
7
$
167
$
$
167
11
1
1
13
13
34
1
35
35
6
(4
)
3
5
80
85
9
9
9
5
2
1
8
8
$
145
$
25
$
54
$
13
$
237
$
80
$
317
$
5
$
$
$
$
5
$
$
5
15
11
1
27
462
489
6
6
6
16
9
25
25
1
1
1
$
43
$
$
20
$
1
$
64
$
462
$
526
Table of Contents
Curtailment
Contract
Severance
Charges,
Asset
Terminations
Total
(In millions)
Costs
Net
Impairments
and Other
Restructuring
$
85
$
26
$
54
$
7
$
172
26
1
11
2
40
40
1
41
22
(4
)
9
3
30
9
9
6
2
1
9
$
188
$
25
$
74
$
14
$
301
2009
2008
2007
(35.0
)%
35.0
%
35.0
%
0.4
2.3
1.0
18.5
8.4
(13.5
)
(5.7
)
(0.5
)
(7.3
)
(0.5
)
(4.7
)
(1.9
)
(0.8
)
(4.1
)
3.4
1.2
(3.6
)
5.0
(3.1
)
(2.8
)
(1.6
)
0.5
6.2
(1.5
)
0.9
(0.8
)
(3.0
)
(51.0
)%
48.6
%
29.8
%
Table of Contents
(Dollars in millions)
2009
2008
2007
$
3,320
$
5,662
$
5,000
$
198
$
905
$
865
6
%
16
%
17
%
$
4,893
$
14,530
$
12,583
Table of Contents
(Dollars in millions)
2009
2008
2007
$
2,842
$
2,827
$
2,581
$
304
$
278
$
144
11
%
10
%
6
%
$
6,903
$
6,192
$
3,809
Lower selling and administrative expenses of $26 million;
Lower research and development of $21 million;
Improvement in the V-22 program of $16 million, primarily due to prior year charges; and an
$11 million gain on a Canadian currency exchange contract that we had hedged, which was
unwound during the third quarter due to a significant decline in the production activity;
partially offset by
Unfavorable adjustments of $24 million for the 429 model, primarily related to pricing
assumptions and higher than anticipated learning curve costs, resulting in inventory write
downs;
Costs of $11 million related to the termination of certain commercial models; and
Lower spares and support performance of $8 million.
Table of Contents
Improved performance for the H-1 Low-Rate Initial Production (LRIP) program of $46 million,
primarily resulting from a $30 million net charge recorded in the fourth quarter of 2007 to
reflect higher costs estimates due to supplier delays and an estimated loss resulting from
our price commitment under one contract. In 2008, production efficiencies improved resulting
in $6 million in favorability;
Lower net charges of $32 million for the ARH program due to estimated contract losses
related to supplier obligations for long-lead components;
Costs of $26 million incurred in 2007 related to our exit of certain commercial models;
The $14 million impact of improved commercial aircraft margins, primarily due to improved
production efficiencies for the 412 and 407 models; and
Improvement in the V-22 program of $11 million, primarily due to manufacturing efficiencies; partially offset by
Increased selling and administrative expenses of $20 million due to higher project-related consulting expenses and
Higher research and development expense of $14 million.
(Dollars in millions)
2009
2008
2007
$
1,899
$
1,880
$
1,114
$
240
$
251
$
174
13
%
13
%
16
%
$
1,664
$
2,190
$
2,144
Table of Contents
(Dollars in millions)
2009
2008
2007
$
2,078
$
2,918
$
2,825
$
27
$
67
$
173
1
%
2
%
6
%
(Dollars in millions)
2009
2008
2007
$
361
$
723
$
875
$
(294
)
$
(50
)
$
222
(81
)%
(7
)%
25
%
Table of Contents
A $157 million impact from higher portfolio losses;
$92 million impact from lower market interest rates;
$70 million in lower securitization gains, net of impairments;
$62 million in lower average finance receivables of $1.0 billion;
$37 million in higher suspended earnings on nonaccrual finance receivables; partially offset by
$55 million in gains on debt extinguishment.
A $163 million impact from lower market interest rates;
$20 million in lower securitization gains, net of impairments; and
A lower gain on the sale of a leveraged lease investment of $16 million; partially offset by the
$24 million benefit from variable-rate receivable interest rate floors and
A $21 million impact from higher average finance receivables of $258 million.
Table of Contents
January 2,
January 3,
(Dollars in millions)
2010
2009
$
6,206
$
6,915
$
1,040
$
277
$
341
$
191
16.75
%
4.01
%
32.80
%
68.90
%
5.49
%
2.76
%
9.23
%
2.59
%
$
119
$
70
$
112
$
84
Table of Contents
January 2, 2010
January 3, 2009
Allowance
Allowance
for Losses
for Losses
Impaired
on Impaired
Impaired
on Impaired
Nonaccrual
Nonaccrual
Nonaccrual
Nonaccrual
Nonaccrual
Nonaccrual
Finance
Finance
Finance
Finance
Finance
Finance
Collateral Type (In millions)
Receivables
Receivables
Receivables
Receivables
Receivables
Receivables
$
259
$
254
$
53
$
78
$
74
$
9
286
272
46
17
6
2
166
165
27
107
107
25
104
104
88
68
14
43
34
3
78
78
7
59
43
6
32
13
4
$
1,040
$
984
$
153
$
277
$
234
$
43
*
Finance receivables collateralized primarily by timeshare notes receivable also maybe
collateralized by certain real estate and other assets of our borrowers.
(Dollars in millions)
2009
2008
$
1,748
$
531
$
3,584
$
2,569
$
2,826
$
2,366
$
6,410
$
4,935
39.4
%
46.3
%
55.9
%
52.1
%
$
424
$
362
$
144
$
16
$
31
$
2,067
$
5,667
$
7,388
*
Free cash flow represents a non-GAAP measure. See page 29 for a reconciliation to GAAP.
Table of Contents
Table of Contents
Fitch Ratings
Moodys
Standard & Poors
BB+
Baa3
BBB-
BB+
Baa3
BB+
B
P3
A3
B
P3
B
Negative
Stable
Negative
Negative
Stable
Developing
(In millions)
2009
2008
2007
$
738
$
407
$
1,144
(349
)
(142
)
(135
)
270
625
(238
)
(537
)
(369
)
3
9
6
$
424
$
362
$
646
Table of Contents
(In millions)
2009
2008
2007
$
738
$
407
$
1,144
(288
)
(637
)
(1,469
)
563
(159
)
(75
)
(In millions)
2009
2008
2007
$
349
$
142
$
135
(270
)
(625
)
Table of Contents
(In millions)
2009
2008
2007
$
196
$
167
$
262
2,153
(64
)
(281
)
(2,235
)
(146
)
29
(In millions)
2009
2008
2007
$
1,032
$
764
$
985
1,728
(408
)
(1,464
)
(1,633
)
(788
)
89
Table of Contents
(In millions)
2009
2008
2007
$
(654
)
$
(1,019
)
$
(1,160
)
831
728
881
(40
)
(2
)
(7
)
137
(293
)
(286
)
270
625
(349
)
(142
)
(135
)
40
(39
)
483
(135
)
$
98
$
190
$
(421
)
(In millions)
2009
2008
2007
$
(17
)
$
(14
)
$
64
211
471
58
(2
)
(2
)
Table of Contents
Payments/Receipts Due by Period
2015
and
(In millions)
2010
2011
2012
2013
2014
Thereafter
Total
$
$
$
1,740
$
$
$
$
1,740
1,653
437
70
596
129
142
3,027
85
69
85
76
68
176
559
300
300
31
31
110
75
59
43
34
84
405
5
4
1
1
1
12
1,853
585
1,955
716
232
733
6,074
1,630
1,266
866
690
381
1,454
6,287
260
249
197
121
76
20
923
31
31
373
272
199
144
103
165
1,256
26
22
18
11
9
14
100
2,289
1,809
1,280
966
569
1,684
8,597
144
144
2,433
1,809
1,280
966
569
1,684
8,741
$
580
$
1,224
$
(675
)
$
250
$
337
$
951
$
2,667
$
580
$
1,804
$
1,129
$
1,379
$
1,716
$
2,667
(1)
Excludes cash that may be generated by the disposal of operating lease residual assets
and other assets in addition to cash that may be used to pay future income taxes, accrued
interest and other liabilities.
(2)
Securitized on-balance sheet and securitized off-balance sheet debt payments are based on the
contractual receipts of the underlying receivables, which are remitted into the securitization
structure when and as they are received. These payments do not represent contractual
obligations of the Finance group, and we do not provide legal recourse to investors who
purchase interests in the securitizations beyond the credit enhancement inherent in the
retained subordinate interests.
(3)
Interest payments and receipts reflect the current interest rate paid or received on the
related debt and finance receivables. They do not include anticipated changes in either market
interest rates or changes in borrower performance, which could have an impact on the interest
rate according to the terms of the related debt or finance receivable contract.
(4)
Finance receivable receipts are based on contractual cash flows only and do not reflect any
reserves for uncollectible amounts. These receipts could differ due to sales, prepayments,
charge-offs and other factors, including the inability of borrowers to repay the balance of
the loan at the contractual maturity date. Finance receivable receipts on the held for sale
portfolio represent the contractual balance of the finance receivable and, therefore, exclude
the potential negative impact from selling the portfolio at the estimated fair value.
Table of Contents
Payments Due by Year
2015
and
(In millions)
2010
2011
2012
2013
2014
Thereafter
Total
$
$
$
1,167
$
$
$
$
1,167
129
13
154
945
1,051
2,292
150
143
129
107
80
232
841
5
5
5
5
5
100
125
22
23
23
24
25
200
317
67
67
66
65
64
357
686
98
78
64
81
45
184
550
60
47
42
32
26
167
374
1,381
553
264
55
27
11
2,291
$
1,912
$
929
$
1,914
$
1,314
$
272
$
2,302
$
8,643
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
(In millions)
2009
2008
$
(51
)
$
95
(2
)
(2
)
Table of Contents
2009
2008
Sensitivity of
Sensitivity of
Fair Value
Fair Value
Carrying
Fair
to a 10%
Carrying
Fair
to a 10%
(In millions)
Value*
Value*
Change
Value*
Value*
Change
$
(589
)
$
(545
)
$
(55
)
$
(653
)
$
(497
)
$
(50
)
58
58
46
(20
)
(20
)
72
$
(531
)
$
(487
)
$
(9
)
$
(673
)
$
(517
)
$
22
$
7
$
7
$
(2
)
$
(98
)
$
(98
)
$
(4
)
$
(3,474
)
$
(3,762
)
$
(37
)
$
(2,438
)
$
(2,074
)
$
(10
)
$
5,952
$
5,494
$
135
$
7,325
$
6,487
$
210
(6,106
)
(5,874
)
(54
)
(7,549
)
(6,663
)
(105
)
58
58
4
133
133
5
(1
)
(1
)
(1
)
(20
)
(20
)
(2
)
$
(97
)
$
(323
)
$
84
$
(111
)
$
(63
)
$
108
*
The value represents an asset or (liability).
Page
41
42
44
45
46
47
49
88
89
Table of Contents
Frank T. Connor
Executive Vice President and
Chief Financial Officer
Table of Contents
February 25, 2010
Table of Contents
February 25, 2010
Table of Contents
For each of the years in the three-year period ended January 2, 2010
(In millions, except per share data)
2009
2008
2007
$
10,139
$
13,287
$
11,520
361
723
875
10,500
14,010
12,395
8,468
10,583
9,099
1,344
1,606
1,545
317
526
267
234
33
309
448
507
(6
)
(16
)
(23
)
(50
)
10,649
13,381
11,161
(149
)
629
1,234
(76
)
305
368
(73
)
324
866
42
162
51
$
(31
)
$
486
$
917
$
(0.28
)
$
1.32
$
3.47
0.16
0.65
0.20
$
(0.12
)
$
1.97
$
3.67
$
(0.28
)
$
1.29
$
3.40
0.16
0.65
0.20
$
(0.12
)
$
1.94
$
3.60
Table of Contents
January 2,
January 3,
(Dollars in millions, except share data)
2010
2009
$
1,748
$
531
894
894
2,273
3,093
960
584
58
334
5,933
5,436
1,968
2,088
1,622
1,698
1,905
1,465
11,428
10,687
144
16
5,865
6,724
819
1,658
684
946
7,512
9,344
$
18,940
$
20,031
$
134
$
876
569
1,101
2,027
2,609
138
195
2,868
4,781
3,127
2,926
3,450
1,693
9,445
9,400
866
540
136
337
5,667
7,388
6,669
8,265
16,114
17,665
2
35
32
1,369
1,229
2,973
3,025
(1,321
)
(1,422
)
3,056
2,866
230
500
2,826
2,366
$
18,940
$
20,031
Table of Contents
Accumu-
lated
Other
Total
$2.08
$1.40
Compre-
Share-
Preferred
Preferred
Common
Capital
Retained
Treasury
hensive
holders
(In millions, except per share data)
Stock
Stock
Stock
Surplus
Earnings
Stock
Loss
Equity
$
4
$
6
$
26
$
1,786
$
6,211
$
(4,740
)
$
(644
)
$
2,649
917
917
57
57
53
53
96
96
38
38
1,161
(11
)
(11
)
(2
)
(6
)
(10
)
(770
)
(4,123
)
4,911
16
(16
)
(212
)
(212
)
41
41
101
101
(295
)
(295
)
8
38
46
27
27
2
32
1,193
2,766
(86
)
(400
)
3,507
486
486
(195
)
(195
)
(73
)
(73
)
(803
)
(803
)
14
14
35
35
(536
)
(227
)
(227
)
50
50
39
39
(533
)
(533
)
(66
)
119
53
13
13
2
32
1,229
3,025
(500
)
(1,422
)
2,366
(31
)
(31
)
23
23
67
67
(25
)
(25
)
21
21
15
15
70
(21
)
(21
)
30
30
(140
)
(140
)
134
134
3
330
333
(210
)
270
60
(2
)
1
(1
)
(5
)
(5
)
$
$
$
35
$
1,369
$
2,973
$
(230
)
$
(1,321
)
$
2,826
Table of Contents
For each of the years in the three-year period ended January 2, 2010
Consolidated
(In millions)
2009
2008
2007
$
(31
)
$
486
$
917
42
162
51
(73
)
324
866
409
400
322
267
234
33
162
(15
)
293
144
191
1
82
103
87
(265
)
(43
)
(3
)
17
15
(38
)
803
(662
)
(453
)
(152
)
9
(14
)
(535
)
276
35
(20
)
(110
)
443
177
(291
)
(299
)
31
25
5
1,032
764
985
(17
)
(14
)
64
1,015
750
1,049
(3,005
)
(10,860
)
(11,964
)
4,011
10,630
11,059
594
518
917
(109
)
(1,092
)
(14
)
(238
)
(545
)
(379
)
236
22
23
117
15
8
(100
)
13
21
(22
)
1,728
(408
)
(1,464
)
211
471
58
1,939
63
(1,406
)
(1,637
)
218
(412
)
2,970
(63
)
918
1,461
2,226
(4,163
)
(1,922
)
(1,394
)
(412
)
222
582
(140
)
333
40
103
10
24
(533
)
(304
)
(21
)
(284
)
(154
)
(1,633
)
(788
)
89
(2
)
(2
)
(1,633
)
(790
)
87
24
(7
)
21
1,345
16
(249
)
547
531
780
$
1,892
$
547
$
531
Table of Contents
Manufacturing Group
Finance Group
(In millions)
2009
2008
2007
2009
2008
2007
$
175
$
947
$
772
$
(206
)
$
(461
)
$
145
42
162
51
133
785
721
(206
)
(461
)
145
349
142
135
(270
)
(625
)
373
360
282
36
40
40
267
234
33
162
(15
)
293
144
11
1
180
112
103
87
(30
)
(61
)
51
4
(204
)
(94
)
(7
)
17
15
(38
)
810
(648
)
(436
)
(157
)
(21
)
(43
)
(5
)
18
19
(535
)
276
35
(183
)
(56
)
387
166
(54
)
36
6
14
9
25
11
(4
)
738
407
1,144
196
167
262
(17
)
(14
)
64
721
393
1,208
196
167
262
(3,659
)
(11,879
)
(13,124
)
4,804
11,245
11,863
644
631
994
(109
)
(1,092
)
(14
)
(238
)
(537
)
(369
)
(8
)
(10
)
236
22
23
117
15
8
(100
)
(50
)
9
6
11
10
(35
)
(288
)
(637
)
(1,469
)
2,153
(64
)
(281
)
211
471
58
(77
)
(166
)
(1,411
)
2,153
(64
)
(281
)
(869
)
867
(42
)
(768
)
(649
)
(370
)
1,230
1,740
(63
)
595
348
323
1,461
1,878
(392
)
(348
)
(50
)
(3,771
)
(1,574
)
(1,344
)
(412
)
222
(280
)
(133
)
280
133
582
(140
)
333
40
103
10
24
(533
)
(304
)
270
625
40
(21
)
(284
)
(154
)
(349
)
(142
)
(135
)
563
(159
)
(75
)
(2,235
)
(146
)
29
(2
)
(2
)
563
(161
)
(77
)
(2,235
)
(146
)
29
10
(6
)
18
14
(1
)
3
1,217
60
(262
)
128
(44
)
13
531
471
733
16
60
47
$
1,748
$
531
$
471
$
144
$
16
$
60
Table of Contents
We prepare our financial statements in conformity with generally accepted accounting
principles, which require us to make estimates and assumptions that affect the amounts reported in
the financial statements. Estimates are used in accounting for, among other items, finance
receivables, long-term contracts, inventory valuation, residual values of leased assets, allowance
for credit losses on receivables, the amount and timing of future cash flows expected to be
received on impaired loans, product liability, workers compensation, actuarial assumptions for the
pension and postretirement plans, future cash flows associated with goodwill and long-lived asset
valuations, and environmental and warranty reserves. Our estimates are based on the facts and
circumstances available at the time estimates are made, historical experience, risk of loss,
general economic conditions and trends, and our assessments of the probable future outcomes of
these matters. Actual results could differ from those estimates. Our estimates and assumptions are
reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated
Statements of Operations in the period that they are determined.
Cash and cash equivalents consist of cash and short-term, highly liquid investments with
original maturities of three months or less.
We generally recognize revenue for the sale of products, which are not under long-term
contracts, upon delivery. For commercial aircraft, delivery is upon completion of manufacturing,
customer acceptance, and the transfer of the risk and rewards of ownership. Taxes collected from
customers and remitted to government authorities are recorded on a net basis within cost of sales.
Table of Contents
Finance receivables are classified as held for sale based on a determination that there no
longer is the intent to hold the finance receivables for the foreseeable future, until maturity or
payoff, or there no longer is the ability to hold the finance receivables until maturity. Our
decision to classify certain finance receivables as held for sale is based on a number of factors,
including, but not limited to, contractual duration, type of collateral, credit strength of the
borrowers, the existence of continued contractual commitments and the perceived marketability of
the finance receivables. On an ongoing basis, these factors, combined with our overall liquidation
strategy, determine which finance receivables we have the positive intent to hold for the
foreseeable future and which finance receivables we will hold for sale. Our current strategy is
based on an evaluation of both our performance and liquidity position and changes in external
factors affecting the value and/or marketability of our finance receivables. A change in this
strategy could result in a change in the classification of our finance receivables. As a result of
the significant influence of economic and liquidity conditions on our business plans and
strategies, and the rapid changes in these and other factors we utilize to determine which assets
are classified as held for sale, we currently believe the term foreseeable future represents a
time period of six to nine months. We also
Table of Contents
Finance receivables are classified as held for investment when we have the intent and the
ability to hold the receivable for the foreseeable future or until maturity or payoff. Finance
receivables held for investment are generally recorded at the amount of outstanding principal less
allowance for loan losses.
Inventories are stated at the lower of cost or estimated net realizable value. We value our
inventories generally using the first-in, first-out (FIFO) method or the last-in, first-out (LIFO)
method for certain qualifying inventories where LIFO provides a better matching of costs and
revenues. We determine costs for our commercial helicopters on an average cost basis by model
considering the expended and estimated costs for the current production release.
Property, plant and equipment are recorded at cost and are depreciated primarily using the
straight-line method. Land improvements and buildings are depreciated primarily over estimated
lives ranging from four to 40 years, while machinery and equipment are depreciated primarily over
one to 15 years. We capitalize expenditures for improvements that increase asset values and extend
useful lives.
At acquisition, we estimate and record the fair value of purchased intangible assets
primarily using a discounted cash flow analysis of anticipated cash flows reflecting incremental
revenues and/or cost savings resulting from the acquired intangible asset using market participant
assumptions. Amortization of intangible assets with finite lives is recognized over their estimated
useful lives using a method of amortization that reflects the pattern in which the economic
benefits of the intangible assets are consumed or otherwise realized. Approximately 35% of our
gross intangible assets are amortized using the straight-line method, with the remaining assets,
primarily customer agreements, amortized based on the cash flow streams used to value the asset.
Table of Contents
We evaluate the recoverability of goodwill annually in the fourth quarter or more frequently
if events or changes in circumstances, such as declines in sales, earnings or cash flows, or
material adverse changes in the business climate, indicate that the carrying value of a reporting
unit might be impaired. The reporting unit represents the operating segment unless discrete
financial information is prepared and reviewed by segment management for businesses one level below
that operating segment (a component), in which case such component is the reporting unit. In
certain instances, we have aggregated components of an operating segment into a single reporting
unit based on similar economic characteristics. Goodwill is considered to be potentially impaired
when the carrying value of a reporting unit exceeds its estimated fair value. Fair values are
established primarily using discounted cash flows that incorporate assumptions for the units
short- and long-term revenue growth rates, operating margins and discount rates, which represent
our best estimates of current and forecasted market conditions, current cost structure, anticipated
net cost reductions, and the implied rate of return that we believe a market participant would
require for an investment in a company having similar risks and business characteristics to the
reporting unit being assessed. When available, comparative market multiples are used to corroborate
discounted cash flow results.
We maintain various pension and postretirement plans for our employees globally. These plans
include significant pension and postretirement benefit obligations, which are calculated based on
actuarial valuations. Key assumptions used in determining these obligations and related expenses
include expected long-term rates of return on plan assets, discount rates and healthcare cost
projections. We evaluate and update these assumptions annually in consultation with third-party
actuaries and investment advisors. We also make assumptions regarding employee demographic factors
such as retirement patterns, mortality, turnover and the rate of compensation increases.
We are exposed to market risk primarily from changes in interest rates and currency exchange
rates. We do not hold or issue derivative financial instruments for trading or speculative
purposes. To manage the volatility relating to our exposures, we net these exposures on a
consolidated basis to take advantage of natural offsets. For the residual portion, we enter into
various derivative transactions pursuant to our policies in areas such as counterparty exposure and
hedging practices. All derivative instruments are reported at fair value in the Consolidated
Balance Sheets. Designation to support hedge accounting is performed on a specific exposure basis.
For financial instruments qualifying as fair value hedges, we record changes in fair value in
earnings, offset, in part or in whole, by corresponding changes in the fair value of the underlying
exposures being hedged. For cash flow hedges, we record changes in the fair value of derivatives
(to the extent they are effective as hedges) in OCI, net of deferred taxes. Changes in fair value
of derivatives not qualifying as hedges are recorded in earnings.
We accrue product liability claims and related defense costs on the occurrence method when a
loss is probable and reasonably estimable. Our estimates are generally based on the specifics of
each claim or incident and our best estimate of the probable loss using historical experience and
considering the insurance coverage and deductibles in effect at the date of the incident.
Table of Contents
Research and development costs that are either not specifically covered by contracts or
represent our share under cost-sharing arrangements are charged to expense as incurred. Research
and development costs incurred under contracts with others are reported as cost of sales over the
period that revenue is recognized.
Deferred tax assets and liabilities are determined based on temporary differences between the
financial reporting and tax bases of assets and liabilities, applying tax rates expected to be
enacted for the year in which we expect the differences will reverse or settle. Based on the
evaluation of available evidence, we recognize future tax benefits, such as net operating loss
carryforwards, to the extent that we believe it is more likely than not that we will realize these
benefits. We periodically assess the likelihood that we will be able to recover our deferred tax
assets and reflect any changes in our estimates in the valuation allowance, with a corresponding
adjustment to earnings or OCI, as appropriate. In assessing the need for a valuation allowance, we
look to the future reversal of existing taxable temporary differences, taxable income in carryback
years, the feasibility of tax planning strategies and estimated future taxable income. We recognize
net tax-related interest and penalties for continuing operations in income tax expense.
(In millions)
2009
2008
2007
$
48
$
796
$
830
(2
)
63
69
(38
)
12
20
36
51
49
6
111
2
$
42
$
162
$
51
Table of Contents
The changes in the carrying amount of goodwill, by segment, are as follows:
Textron
(In millions)
Cessna
Bell
Systems
Industrial
Finance
Total
$
322
$
17
$
311
$
368
$
169
$
1,187
1
857
11
869
13
13
(17
)
(17
)
322
18
1,151
392
169
2,052
(5
)
(44
)
(49
)
(134
)
(134
)
17
(17
)
(169
)
(169
)
(2
)
(2
)
322
30
956
390
1,698
(80
)
(80
)
2
2
2
2
$
322
$
30
$
958
$
312
$
$
1,622
Our acquired intangible assets are summarized below:
January 2, 2010
January 3, 2009
Weighted-
Average
Amortization
Gross
Gross
Period
Carrying
Accumulated
Carrying
Accumulated
(Dollars in millions)
(In years)
Amount
Amortization
Net
Amount
Amortization
Net
13
$
407
$
(77
)
$
330
$
407
$
(43
)
$
364
10
101
(43
)
58
112
(35
)
77
19
34
(14
)
20
37
(12
)
25
8
19
(15
)
4
18
(13
)
5
$
561
$
(149
)
$
412
$
574
$
(103
)
$
471
Table of Contents
January 2,
January 3,
(In millions)
2010
2009
$
470
$
496
447
422
917
918
(23
)
(24
)
$
894
$
894
January 2,
January 3,
(In millions)
2010
2009
$
8,283
$
12,173
765
820
463
532
7,055
10,821
30
2,248
7,025
8,573
819
1,658
6,206
6,915
(341
)
(191
)
$
5,865
$
6,724
Table of Contents
Finance Receivables
Contractual Maturities
Held for Investment
(In millions)
2010
2011
2012
2013
2014
Thereafter
2009
2008
$
383
$
333
$
363
$
358
$
261
$
811
$
2,509
$
2,787
288
430
242
131
49
43
1,183
1,208
209
298
176
178
63
162
1,086
1,206
650
125
12
4
2
793
647
102
77
79
28
5
112
403
608
(2
)
3
(6
)
(9
)
1
326
313
459
$
1,630
$
1,266
$
866
$
690
$
381
$
1,454
6,287
6,915
(422
)
(191
)
$
5,865
$
6,724
Table of Contents
January 2,
January 3,
(In millions)
2010
2009
$
395
$
557
183
259
578
816
(175
)
(208
)
$
403
$
608
$
378
$
493
152
229
530
722
(217
)
(263
)
313
459
(238
)
(350
)
$
75
$
109
January 2,
January 3,
(In millions)
2010
2009
$
984
$
234
217
19
$
1,201
$
253
362
71
$
839
$
182
Table of Contents
January 2, 2010
January 3, 2009
Allowance
Allowance
for Losses
for Losses
Impaired
on Impaired
Impaired
on Impaired
Nonaccrual
Nonaccrual
Nonaccrual
Nonaccrual
Nonaccrual
Nonaccrual
Finance
Finance
Finance
Finance
Finance
Finance
Collateral Type (In millions)
Receivables
Receivables
Receivables
Receivables
Receivables
Receivables
$
259
$
254
$
53
$
78
$
74
$
9
286
272
46
17
6
2
166
165
27
107
107
25
104
104
88
68
14
43
34
3
78
78
7
59
43
6
32
13
4
$
1,040
$
984
$
153
$
277
$
234
$
43
*
Finance receivables collateralized primarily by timeshare notes receivable also may be
collateralized by certain real estate and other assets of our borrowers.
January 2,
January 3,
(In millions)
2010
2009
$
1,462
$
1,468
388
544
72
33
$
1,922
$
2,045
Table of Contents
Table of Contents
(In millions)
January 2,
2010
January 3,
2009
$
735
$
1,081
1,861
1,866
613
765
3,209
3,712
(936
)
(619
)
$
2,273
$
3,093
January 2,
January 3,
(In millions)
2010
2009
$
1,426
$
1,289
3,208
3,235
4,634
4,524
(2,666
)
(2,436
)
$
1,968
$
2,088
Table of Contents
January 2,
January 3,
(In millions)
2010
2009
$
$
867
134
9
134
876
13
17
128
250
1,167
154
300
345
429
471
350
350
350
250
240
219
116
137
3,584
1,702
(134
)
(9
)
3,450
1,693
$
3,584
$
2,569
$
$
743
25
1,534
1,635
2,315
419
727
52
52
578
578
111
111
232
41
1,740
559
853
300
300
41
109
$
5,667
$
7,388
*
Variable-rate notes totaled $1.4 billion and $2.5 billion at January 2, 2010 and January 3, 2009, respectively.
Table of Contents
(In millions)
2010
2011
2012
2013
2014
$
134
$
18
$
1,326
$
950
$
5
1,738
506
1,895
672
197
$
1,872
$
524
$
3,221
$
1,622
$
202
Table of Contents
Table of Contents
Notional Amount
Asset (Liability)
(In millions)
2009
2008
2009
2008
$
1,333
$
2,055
$
43
$
112
161
140
18
21
696
30
54
2
22
7
$
2,212
$
2,225
$
122
$
135
$
32
$
32
$
(3
)
$
(7
)
4
5
(1
)
(1
)
80
839
(5
)
(41
)
130
(98
)
54
(4
)
$
116
$
1,060
$
(9
)
$
(151
)
$
531
$
536
$
(13
)
$
336
(13
)
224
170
3
(43
)
$
755
$
1,042
$
(10
)
$
(56
)
Table of Contents
(In millions)
Gain (Loss) Location
2009
2008
Interest expense
$
(13
)
$
120
Finance charges
10
(7
)
Effective Portion of Derivative
Amount of Gain(Loss)
Reclassified from Accumulated
Recognized in OCI
Other Comprehensive Loss
(Effective Portion)
into Income
(In millions)
2009
2008
Gain(Loss) Location
2009
2008
$
65
$
(67
)
Cost of sales
$
3
$
8
6
(21
)
Selling and administrative
6
9
(4
)
(5
)
Interest expense
(4
)
(2
)
Table of Contents
January 2, 2010
January 3, 2009
(In millions)
Level 1
Level 2
Level 3
Level 1
Level 2
Level 3
$
$
57
$
$
$
2
$
7
61
133
$
7
$
118
$
$
$
135
$
$
$
$
$
98
$
$
5
84
17
21
$
$
22
$
$
98
$
105
$
Table of Contents
January 2,
January 3,
(In millions)
2010
2009
$
61
819
$
1,658
686
139
126
$
1,692
$
1,797
Table of Contents
January 2, 2010
January 3, 2009
Carrying
Estimated
Carrying
Estimated
(In millions)
Value
Fair Value
Value
Fair Value
$
(3,474
)
$
(3,762
)
$
(2,438
)
$
(2,074
)
5,159
4,703
5,665
4,828
6
6
188
178
68
55
95
78
(5,667
)
(5,439
)
(7,388
)
(6,507
)
Table of Contents
(In thousands)
2009
2008
2007
242,041
250,061
251,192
(11,649
)
(5,902
)
10
1,147
3,404
556
60
89
5,460
2,060
994
23,805
400
362
284
272,272
242,041
250,061
(In thousands)
2009
2008
2007
262,923
246,208
249,792
4,130
5,034
262,923
250,338
254,826
Table of Contents
Tax
Before-Tax
(Expense)
Net-of-Tax
(In millions)
Amount
Benefit
Amount
$
44
$
13
$
57
75
(22
)
53
73
23
96
55
(17
)
38
$
247
$
(3
)
$
244
$
(210
)
$
15
$
(195
)
(91
)
18
(73
)
(1,298
)
495
(803
)
31
4
35
25
(11
)
14
$
(1,543
)
$
521
$
(1,022
)
$
16
$
7
$
23
90
(23
)
67
6
(31
)
(25
)
25
(10
)
15
30
(9
)
21
$
167
$
(66
)
$
101
Pension and
Deferred
Foreign
Post-
Gains
Currency
retirement
(Losses)
Translation
Benefits
on Hedge
(In millions)
Adjustment
Adjustments
Contracts
Total
$
125
$
(779
)
$
10
$
(644
)
57
96
53
206
58
(20
)
38
182
(625
)
43
(400
)
(195
)
(803
)
(73
)
(1,071
)
2
33
35
31
(17
)
14
(11
)
(1,364
)
(47
)
(1,422
)
23
(25
)
67
65
15
15
(2
)
20
3
21
$
10
$
(1,354
)
$
23
$
(1,321
)
Table of Contents
Restructuring Program
Curtailment
Contract
Total
Severance
Charges,
Asset
Terminations
Total
Other
Special
(In millions)
Costs
Net
Impairments
and Other
Restructuring
Charges
Charges
$
80
$
26
$
54
$
7
$
167
$
$
167
11
1
1
13
13
34
1
35
35
6
(4
)
3
5
80
85
9
9
9
5
2
1
8
8
$
145
$
25
$
54
$
13
$
237
$
80
$
317
$
5
$
$
$
$
5
$
$
5
15
11
1
27
462
489
6
6
6
16
9
25
25
1
1
1
$
43
$
$
20
$
1
$
64
$
462
$
526
Table of Contents
Curtailment
Contract
Severance
Charges,
Asset
Terminations
Total
(In millions)
Costs
Net
Impairments
and Other
Restructuring
$
85
$
26
$
54
$
7
$
172
26
1
11
2
40
40
1
41
22
(4
)
9
3
30
9
9
6
2
1
9
$
188
$
25
$
74
$
14
$
301
Curtailment
Contract
Severance
Charges,
Asset
Terminations
(In millions)
Costs
Net
Impairments
and Other
Total
$
43
$
$
20
$
1
$
64
(20
)
(20
)
(7
)
(7
)
$
36
$
$
$
1
$
37
152
25
54
13
244
(7
)
(7
)
(25
)
(54
)
(79
)
(133
)
(11
)
(144
)
$
48
$
$
$
3
$
51
Table of Contents
(In millions)
2009
2008
2007
$
81
$
(78
)
$
150
2
100
(53
)
(30
)
29
(51
)
$
53
$
51
$
46
1
$
53
$
51
$
45
Table of Contents
2009
2008
2007
1
%
2
%
2
%
50
%
30
%
30
%
2
%
3
%
5
%
5.0
5.1
5.5
(In millions)
2009
2008
2007
$
$
28
$
85
40
103
10
27
2009
2008
2007
Weighted-
Weighted-
Weighted-
Average
Average
Average
Number of
Exercise
Number of
Exercise
Number of
Exercise
(Shares in thousands)
Options
Price
Options
Price
Options
Price
9,021
$
38.51
9,024
$
35.37
10,840
$
31.88
859
6.50
1,692
53.46
1,860
45.87
(10
)
19.45
(1,147
)
34.26
(3,410
)
29.93
(1,325
)
36.16
(548
)
41.86
(266
)
36.26
8,545
$
35.67
9,021
$
38.51
9,024
$
35.37
6,177
$
35.82
5,774
$
32.45
5,395
$
29.63
Table of Contents
Weighted-
Average
Number of
Grant Date
(Shares in thousands)
Shares
Fair Value
2,441
$
43.83
(962
)
39.87
(329
)
45.24
1,150
$
46.74
(In millions)
2009
2008
2007
$
42
$
47
$
38
1
10
10
21
10
46
10
40
42
1
3
4
Table of Contents
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2009
2008
2007
2009
2008
2007
$
116
$
141
$
127
$
8
$
8
$
8
310
302
271
38
40
39
(386
)
(404
)
(369
)
18
19
18
(5
)
(5
)
(4
)
10
19
40
8
15
20
34
(5
)
$
102
$
77
$
87
$
44
$
58
$
63
$
(10
)
$
(19
)
$
(40
)
$
(8
)
$
(15
)
$
(20
)
(93
)
1,329
(30
)
24
(32
)
(52
)
(48
)
(19
)
(18
)
10
5
4
26
7
44
2
(27
)
(5
)
$
(125
)
$
1,298
$
(44
)
$
28
$
(69
)
$
(73
)
$
(23
)
$
1,375
$
43
$
72
$
(11
)
$
(10
)
Table of Contents
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2009
2008
2009
2008
$
5,088
$
5,202
$
636
$
714
116
141
8
8
310
302
38
40
26
8
2
(27
)
5
5
(42
)
(205
)
22
(31
)
(300
)
(295
)
(67
)
(73
)
29
(52
)
(1
)
(13
)
2
$
5,226
$
5,088
$
646
$
636
$
3,574
$
5,026
$
$
473
(1,139
)
51
41
(300
)
(295
)
(40
)
25
(59
)
$
3,783
$
3,574
$
$
$
(1,443
)
$
(1,514
)
$
(646
)
$
(636
)
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2009
2008
2009
2008
$
51
$
47
$
$
(22
)
(18
)
(63
)
(63
)
(1,472
)
(1,543
)
(583
)
(573
)
1,851
1,844
131
115
150
172
(23
)
(35
)
Postretirement Benefits
Pension Benefits
Other than Pensions
2009
2008
2007
2009
2008
2007
6.61
%
5.99
%
5.63
%
6.25
%
6.00
%
5.66
%
8.58
%
8.66
%
8.63
%
4.36
%
4.48
%
4.45
%
6.19
%
6.28
%
5.99
%
5.50
%
6.25
%
6.00
%
4.00
%
4.47
%
4.44
%
Table of Contents
One-
One-
Percentage-
Percentage-
Point
Point
(In millions)
Increase
Decrease
$
4
$
(3
)
37
(33
)
(In millions)
2009
2008
$
5,084
$
4,867
4,685
4,463
3,590
3,323
Table of Contents
(In millions)
Level 1
Level 2
Level 3
$
9
$
116
$
863
409
519
220
473
428
148
313
285
$
1,391
$
1,794
$
598
Private Equity
Real
(In millions)
Partnerships
Estate
$
290
$
394
16
(117
)
(1
)
(2
)
8
10
$
313
$
285
Table of Contents
Post-
retirement
Expected
Benefits
Medicare
Pension
Other than
Part D
(In millions)
Benefits
Pensions
Subsidy
$
337
$
69
$
(4
)
342
69
(4
)
347
68
(4
)
354
67
(4
)
359
66
(4
)
1,919
289
(15
)
(In millions)
2009
2008
2007
$
(229
)
$
598
$
1,090
80
31
144
$
(149
)
$
629
$
1,234
(In millions)
2009
2008
2007
$
160
$
317
$
328
17
16
20
(8
)
14
51
169
347
399
(238
)
(61
)
7
(22
)
5
(24
)
15
14
(14
)
(245
)
(42
)
(31
)
$
(76
)
$
305
$
368
Table of Contents
2009
2008
2007
(35.0
)%
35.0
%
35.0
%
0.4
2.3
1.0
18.5
8.4
(13.5
)
(5.7
)
(0.5
)
(7.3
)
(0.5
)
(4.7
)
(1.9
)
(0.8
)
(4.1
)
3.4
1.2
(3.6
)
5.0
(3.1
)
(2.8
)
(1.6
)
0.5
6.2
(1.5
)
0.9
(0.8
)
(3.0
)
(51.0
)%
48.6
%
29.8
%
January 2,
January 3,
(In millions)
2010
2009
$
324
$
367
9
24
11
4
(43
)
(71
)
(1
)
(6
)
$
294
$
324
Table of Contents
January 2,
January 3,
(In millions)
2010
2009
$
767
$
826
219
217
197
194
146
90
71
135
60
63
41
31
225
156
1,726
1,712
(210
)
(175
)
$
1,516
$
1,537
$
(468
)
$
(601
)
(147
)
(157
)
(115
)
(99
)
(7
)
(31
)
(22
)
(737
)
(910
)
$
779
$
627
*
Accrued expenses includes warranty and product maintenance reserves, self-insured
liabilities, interest and restructuring charges.
January 2,
January 3,
(In millions)
2010
2009
$
315
$
266
600
698
915
964
(136
)
(337
)
$
779
$
627
January 2,
January 3,
(In millions)
2010
2009
$
157
$
154
18
34
11
14
Table of Contents
Table of Contents
(In millions)
2009
2008
2007
$
401
$
465
$
358
443
501
446
$
844
$
966
$
804
Table of Contents
(In millions)
2009
2008
2007
$
278
$
313
$
308
174
189
188
(217
)
(194
)
(177
)
28
(26
)
(15
)
(4
)
9
$
263
$
278
$
313
*
Adjustments include changes to prior year estimates, new issues on prior year sales and
currency translation adjustments.
(In millions)
2009
2008
2007
$
116
$
139
$
114
171
310
388
49
346
307
(75
)
52
48
156
15
(75
)
January 2,
January 3,
(In millions)
2010
2009
$
791
$
992
263
278
244
300
85
82
72
140
98
5
84
567
635
$
2,027
$
2,609
Table of Contents
Kautex products include blow-molded fuel systems, marketed primarily to automobile original
equipment manufacturers, as well as bottles and plastic containers for various uses;
Greenlee products include powered equipment, electrical and fiber optic assemblies, principally
used in the electrical construction and maintenance, plumbing, wiring, telecommunications and data
communications industries; and
E-Z-GO and Jacobsen products include golf cars, specialized turf-care vehicles that are marketed
primarily to golf courses, resort communities, municipalities, sporting venues, and commercial and
industrial users.
Revenues
Segment Profit (Loss)
(In millions)
2009
2008
2007
2009
2008
2007
$
3,320
$
5,662
$
5,000
$
198
$
905
$
865
2,842
2,827
2,581
304
278
144
1,899
1,880
1,114
240
251
174
2,078
2,918
2,825
27
67
173
361
723
875
(294
)
(50
)
222
$
10,500
$
14,010
$
12,395
475
1,451
1,578
(317
)
(526
)
(164
)
(171
)
(257
)
(143
)
(125
)
(87
)
$
(149
)
$
629
$
1,234
Table of Contents
Revenues
(In millions)
2009
2008
2007
$
3,320
$
5,662
$
5,000
2,842
2,827
2,581
1,899
1,880
1,114
1,287
1,763
1,723
300
435
426
491
720
676
361
723
875
$
10,500
$
14,010
$
12,395
Assets
(In millions)
2009
2008
$
2,427
$
2,955
2,059
2,167
1,973
2,077
1,623
1,788
7,512
9,344
3,288
1,366
58
334
$
18,940
$
20,031
Capital Expenditures
Depreciation and Amortization
(In millions)
2009
2008
2007
2009
2008
2007
$
65
$
285
$
163
$
115
$
105
$
86
101
138
78
83
71
59
31
34
33
85
85
41
38
69
83
76
83
79
8
10
36
40
40
3
11
12
14
16
17
$
238
$
545
$
379
$
409
$
400
$
322
Revenues*
Property, Plant and Equipment, net**
(In millions)
2009
2008
2007
2009
2008
$
6,563
$
8,609
$
7,710
$
1,594
$
1,701
1,625
2,601
2,361
238
246
344
431
434
82
82
815
1,131
845
19
18
553
753
622
56
65
600
485
423
$
10,500
$
14,010
$
12,395
$
1,989
$
2,112
*
Revenues are attributed to countries based on the location
of the customer.
**
Property, plant and equipment, net are based on the location of
the asset.
Table of Contents
(Unaudited)
2009
2008
(Dollars in millions, except per share amounts)
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
$
769
$
871
$
825
$
855
$
1,246
$
1,501
$
1,418
$
1,497
742
670
628
802
574
698
702
853
418
477
502
502
519
467
441
453
475
508
523
572
753
841
726
598
122
86
71
82
214
177
184
148
$
2,526
$
2,612
$
2,549
$
2,813
$
3,306
$
3,684
$
3,471
$
3,549
$
90
$
48
$
32
$
28
$
207
$
262
$
238
$
198
69
72
79
84
53
68
63
94
52
55
68
65
67
60
67
57
(9
)
12
6
18
41
44
6
(24
)
(66
)
(99
)
(64
)
(65
)
42
13
18
(123
)
136
88
121
130
410
447
392
202
(32
)
(129
)
(42
)
(114
)
(526
)
(35
)
(45
)
(44
)
(40
)
(41
)
(43
)
(39
)
(48
)
(28
)
(34
)
(40
)
(41
)
(30
)
(29
)
(32
)
(34
)
2
58
11
5
(114
)
(125
)
(116
)
50
43
(62
)
6
(60
)
225
250
205
(356
)
43
4
(2
)
(3
)
6
8
1
147
$
86
$
(58
)
$
4
$
(63
)
$
231
$
258
$
206
$
(209
)
$
0.18
$
(0.23
)
$
0.02
$
(0.22
)
$
0.90
$
1.00
$
0.85
$
(1.47
)
0.17
0.01
(0.01
)
(0.01
)
0.03
0.03
0.61
$
0.35
$
(0.22
)
$
0.01
$
(0.23
)
$
0.93
$
1.03
$
0.85
$
(0.86
)
243,988
264,091
271,224
272,168
249,315
250,039
243,753
242,150
$
0.18
$
(0.23
)
$
0.02
$
(0.22
)
$
0.88
$
0.98
$
0.83
$
(1.47
)
0.17
0.01
(0.01
)
(0.01
)
0.03
0.03
0.61
$
0.35
$
(0.22
)
$
0.01
$
(0.23
)
$
0.91
$
1.01
$
0.83
$
(0.86
)
244,956
264,091
278,429
272,168
254,500
254,580
247,182
242,150
11.7
%
5.5
%
3.9
%
3.3
%
16.6
%
17.4
%
16.8
%
13.2
%
9.3
10.7
12.6
10.5
9.2
9.7
9.0
11.0
12.4
11.5
13.5
12.9
12.9
12.8
15.2
12.6
(1.9
)
2.4
1.1
3.1
5.4
5.2
0.8
(4.0
)
(54.1
)
(115.1
)
(90.1
)
(79.3
)
19.6
7.3
9.8
(83.1
)
5.4
%
3.4
%
4.7
%
4.6
%
12.4
%
12.1
%
11.3
%
5.7
%
$
16.52
$
14.37
$
20.99
$
21.00
$
71.69
$
65.52
$
49.90
$
32.31
$
3.57
$
7.13
$
8.51
$
17.55
$
47.50
$
47.03
$
28.43
$
10.09
$
0.02
$
0.02
$
0.02
$
0.02
$
0.23
$
0.23
$
0.23
$
0.23
(a)
In the first quarter of 2009, we sold HR Textron, and in the third quarter of 2008, we
completed the sale of our Fluid & Power business. Both of these businesses have been reclassified
into discontinued operations, and all periods presented have been recast to reflect this
presentation.
(b)
Special charges in 2009 include restructuring charges of $237 million, primarily related to
severance and asset impairment charges, and an $80 million goodwill impairment charge in the
Industrial segment. Special charges in the fourth quarter of 2008 include restructuring charges of
$64 million and charges related to strategic actions taken at the Finance segment totaling $462
million. During the fourth quarter of 2008, we announced our plans to exit portions of our
commercial finance business. As a result, we recorded an impairment charge of $169 million for
unrecoverable goodwill and designated a portion of our finance receivables as held for sale,
resulting in an initial pre-tax mark-to-market adjustment of $293 million.
(c)
For the second and fourth quarters of 2009 and the fourth quarter of 2008, the diluted earnings
per share average share base excludes potential common shares (convertible preferred stock,
convertible debt and related warrants, stock options and restricted stock units) due to their
antidilutive effect resulting from the net loss.
Table of Contents
(In millions)
2009
2008
2007
$
24
$
29
$
29
8
5
3
(9
)
(10
)
(3
)
$
23
$
24
$
29
$
21
$
22
$
39
6
5
2
(9
)
(1
)
(20
)
(1
)
(5
)
1
$
17
$
21
$
22
$
114
$
81
$
68
126
65
33
(82
)
(32
)
(20
)
$
158
$
114
$
81
$
191
$
89
$
93
267
234
33
(2
)
(44
)
(115
)
(88
)
(37
)
$
341
$
191
$
89
*
Deductions primarily include uncollectible accounts written off (less recoveries),
inventory disposals and currency translation adjustments.
Table of Contents
Achievingefficiencytarget: 50% cash
Achieving earnings target: 45%
Achieving workforce diversity target: 5%
Table of Contents
91
Table of Contents
92
93
94
95
Exhibits
Restated Certificate of Incorporation of Textron as filed January 29, 1998. Incorporated by reference to Exhibit 3.1 to Textrons Annual
Report on Form 10-K for the fiscal year ended January 3, 1998.
Amended and Restated By-Laws of Textron Inc. Incorporated by reference to Exhibit 3.1 to Textrons Current Report on Form 8-K filed
December 4, 2009.
Indenture dated as of December 9, 1999, between Textron Financial Corporation and SunTrust Bank (formerly known as Sun Trust
Bank, Atlanta) (including form of debt securities). Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to Textron Financial
Corporations Registration Statement on Form S-3 (No. 333-88509).
First Supplemental Indenture dated November 16, 2006, between Textron Financial Corporation and U.S. Bank National Association
(successor trustee to Sun Trust Bank) to Indenture dated as of December 9, 1999. Incorporated by reference to Exhibit 4.3 of Textron
Financial Corporations Form S-3 (File No. 333-138755).
Form of Medium-Term Note of Textron Financial Corporation. Incorporated by reference to Exhibit 4.3 to Textron Financial
Corporations Current Report on Form 8-K filed November 17, 2006.
Indenture dated as of November 30, 2001, between Textron Financial Canada Funding Corp. and SunTrust Bank, guaranteed by
Textron Financial Corporation. Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to Textron Financial Corporations
Registration Statement on Form S-3 (No. 333-108464).
First Supplemental Indenture, dated November 16, 2006, between Textron Financial Canada Funding Corp., Textron Financial
Corporation and U.S. Bank National Association (successor trustee to Sun Trust Bank) to Indenture dated November 30, 2001.
Incorporated by reference to Exhibit 4.4 of Textron Financial Corporations Form S-3 (File No. 333-138755).
Form of Medium-Term Note of Textron Financial Canada Funding Corp. Incorporated by reference to Exhibit 4.4 to Textron Financial
Corporations Current Report on Form 8-K filed November 17, 2006.
Support Agreement dated as of May 25, 1994, between Textron Inc. and Textron Financial Corporation. Incorporated by reference to
Exhibit 10.1 to Textron Financial Corporations Registration Statement on Form 10 (File No. 0-27559).
Instruments defining the rights of holders of certain issues of long-term debt of Textron have not been filed as exhibits because the
authorized principal amount of any one of such issues does not exceed 10% of the total assets of Textron and its subsidiaries on a
consolidated basis. Textron agrees to furnish a copy of each such instrument to the Commission upon request.
Exhibits 10.1 through 10.21 below are management contracts or compensatory plans, contracts or agreements.
Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of May 1, 2007). Incorporated by reference to Exhibit 10.1 to
Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007.
Amendment No.1 to Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of May 1, 2007), effective July 23, 2008.
Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 27,
2008.
Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2007.
Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2007.
Form of Restricted Stock Unit Grant Agreement. Incorporated by reference to Exhibit 10.4 to Textrons Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2007.
Table of Contents
Form of Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.2 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008.
Form of Cash-Settled Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.1G
to Textrons Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
Form of Performance Share Unit Grant Agreement. Incorporated by reference to Exhibit 10.1H to Textrons Annual Report on Form
10-K for the fiscal year ended January 3, 2009.
Performance Factors for Executive Officers for Performance Share Units under Textron Inc. 2007 Long-Term Incentive Plan.
Incorporated by reference to Exhibit 99.2 to Textrons Current Report on Form 8-K filed January 29, 2008.
Performance Factors for Executive Officers for Performance Share Units granted in 2009 under Textron Inc. 2007 Long-Term
Incentive Plan. Incorporated by reference to Exhibit 99.2 to Textrons Current Report on Form 8-K filed January 23, 2009.
Form of Performance Cash Unit Grant Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended July 4, 2009.
Textron Inc. Short-Term Incentive Plan (As amended and restated effective July 25, 2007). Incorporated by reference to Exhibit 10.2
to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Objectives for Executive Officers under Textron Inc. Short-Term Incentive Plan. Incorporated by reference to Exhibit 99.1 to Textrons
Current Report on Form 8-K filed January 23, 2009.
Textron Inc. 1999 Long-Term Incentive Plan for Textron Employees (Amended and Restated Effective July 25, 2007). Incorporated by
reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended July 3, 2004.
Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended July 3, 2004.
Form of Restricted Stock Grant Agreement. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended July 3, 2004.
Textron Spillover Savings Plan, effective January 1, 2009, including Appendix A, Defined Contribution Provisions of the
Supplemental Benefits Plan for Textron Key Executives (As in effect before January 1, 2008). Incorporated by reference to Exhibit
10.5 to Textrons Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
Textron Spillover Pension Plan, As Amended and Restated Effective January 1, 2009, including Appendix A (as amended and
restated effective January 1, 2009), Defined Benefit Provisions of the Supplemental Benefits Plan for Textron Key Executives (As in
effect before January 1, 2007). Incorporated by reference to Exhibit 10.6 to Textrons Annual Report on Form 10-K for the fiscal year
ended January 3, 2009.
Supplemental Retirement Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2009, including Appendix
A, Provisions of the Supplemental Retirement Plan for Textron Key Executives (As in effect before January 1, 2008). Incorporated by
reference to Exhibit 10.7 to Textrons Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
Deferred Income Plan for Textron Executives, Effective January 1, 2009, including Appendix A, Provisions of the Deferred Income
Plan for Textron Key Executives (As in effect before January 1, 2008). Incorporated by reference to Exhibit 10.8 to Textrons Annual
Report on Form 10-K for the fiscal year ended January 3, 2009.
Deferred Income Plan for Non-Employee Directors, As Amended and Restated Effective January 1, 2009, including Appendix A,
Prior Plan Provisions (As in effect before January 1, 2008). Incorporated by reference to Exhibit 10.9 to Textrons Annual Report on
Form 10-K for the fiscal year ended January 3, 2009.
Survivor Benefit Plan for Textron Key Executives (As amended and restated effective July 25, 2007). Incorporated by reference to
Exhibit 10.5 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007. Incorporated by reference
to Exhibit 10.10 to Textrons Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
Table of Contents
Severance Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2010.
Form of Indemnity Agreement between Textron and its executive officers. Incorporated by reference to Exhibit A to Textrons Proxy
Statement for its Annual Meeting of Shareholders on April 29, 1987.
Form of Indemnity Agreement between Textron and its non-employee directors (approved by the Nominating and Corporate
Governance Committee of the Board of Directors on July 21, 2009 and entered into with all non-employee directors, effective as of
August 1, 2009). Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended
October 3, 2009.
Amended and Restated Employment Agreement between Textron and Kenneth C. Bohlen dated as of February 26, 2008. Incorporated
by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008.
Second Amended and Restated Employment Agreement between Textron and John D. Butler dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.3 to Textrons Current Report on Form 8-K filed February 28, 2008.
Amended and Restated Employment Agreement between Textron and Lewis B. Campbell dated as of February 26, 2008. Incorporated
by reference to Exhibit 10.1 to Textrons Current Report on Form 8-K filed February 28, 2008.
Letter agreement between Textron and Lewis B. Campbell, dated September 22, 2009, along with clarification letter, dated September
30, 2009. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended October
3, 2009.
Letter Agreement between Textron and Scott C. Donnelly, dated June 26, 2008. Incorporated by reference to Exhibit 10.1 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008.
Amendment to Letter Agreement between Textron and Scott C. Donnelly, dated December 16, 2008, together with Addendum No.1
thereto, dated December 23, 2008. Incorporated by reference to Exhibit 10.15B to Textrons Annual Report on Form 10-K for the
fiscal year ended January 3, 2009.
Agreement between Textron and Scott C. Donnelly, dated May 1, 2009, related to Mr. Donnellys personal use of a portion of hangar
space at T.F. Green Airport which is leased by Textron. Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on
Form 10-Q for the fiscal quarter ended July 4, 2009.
Amended and Restated Employment Agreement between Textron and Theodore R. French dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.2 to Textrons Current Report on Form 8-K filed February 28, 2008.
Second Amended and Restated Employment Agreement between Textron and Mary L. Howell dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.4 to Textrons Current Report on Form 8-K filed February 28, 2008.
Second Amended and Restated Employment Agreement between Textron and Terrence ODonnell dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.5 to Textrons Current Report on Form 8-K filed February 28, 2008.
Letter Agreement between Textron and Frank Connor, dated July 27, 2009. Incorporated by reference to Exhibit 10.2 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2009.
Director Compensation. Incorporated by reference to Exhibit 10.21 to Textrons Annual Report on Form 10-K for the fiscal year ended
December 29, 2007.
Form of Aircraft Time Sharing Agreement between Textron and its executive officers. Incorporated by reference to Exhibit 10.3 to
Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008.
5-Year Credit Agreement, dated as of March 28, 2005, among Textron, the Banks listed therein, JPMorgan Chase Bank, N.A., as
Administrative Agent, and Citibank, N.A., as Syndication Agent (the 5-Year Credit Agreement). Incorporated by reference to Exhibit
10.1 to Textrons Current Report on Form 8-K filed March 31, 2005.
Amendment No. 1, dated as of April 21, 2006, to 5-Year Credit Agreement. Incorporated by reference to Exhibit 10.1 to Textrons
Current Report on Form 8-K filed April 25, 2006.
Amendment No. 2, dated as of April 20, 2007 to 5-Year Credit Agreement. Incorporated by reference to Exhibit 10.1 to Textrons
Current Report on Form 8-K filed April 24, 2007.
Table of Contents
Five-Year Credit Agreement dated July 28, 2003 among Textron Financial Corporation, the Banks listed therein, and JPMorgan
Chase Bank, as Administrative Agent. Incorporated by reference to Exhibit 10.2 to Textron Financial Corporations Current Report on
Form 8-K as filed on August 26, 2003.
Amendment No. 1, dated as of July 25, 2005, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein, and JPMorgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to Exhibit
10.1 of Textron Financial Corporations Current Report on Form 8-K filed July 27, 2005.
Amendment No. 2, dated as of April 28, 2006, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein, and JPMorgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to Exhibit
10.1 of Textron Financial Corporations Current Report on Form 8-K filed May 1, 2006.
Amendment No. 3, dated as of April 27, 2007, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein and JPMorgan Chase Bank as Administrative Agent. Incorporated by reference to Exhibit 10.1
of Textron Financial Corporations Current Report on Form 8-K dated April 27, 2007.
Master Services Agreement between Textron Inc. and Computer Sciences Corporation dated October 27, 2004. Confidential
treatment has been requested for portions of this agreement. Incorporated by reference to Exhibit 10.26 to Textrons Annual Report
on Form 10-K for the fiscal year ended January 1, 2005.
Amendment No. 4 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated July 1, 2007.
Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29,
2007.
Convertible Bond Hedge Transaction Confirmation, dated April 29, 2009, between Goldman, Sachs & Co. and Textron. Incorporated
by reference to Exhibit 10.1 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Confirmation, dated April 29, 2009, between Goldman, Sachs & Co. and Textron. Incorporated by
reference to Exhibit 10.2 to Textrons Current Report on Form 8-K filed May 5, 2009.
Convertible Bond Hedge Transaction Confirmation, dated April 29, 2009, between JPMorgan Chase Bank, National Association and
Textron. Incorporated by reference to Exhibit 10.3 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Confirmation, dated April 29, 2009, between JPMorgan Chase Bank, National Association and Textron.
Incorporated by reference to Exhibit 10.4 to Textrons Current Report on Form 8-K filed May 5, 2009.
Convertible Bond Hedge Transaction Confirmation, dated April 30, 2009, between Goldman, Sachs & Co. and Textron. Incorporated
by reference to Exhibit 10.5 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Confirmation, dated April 30, 2009, between Goldman, Sachs & Co. and Textron. Incorporated by
reference to Exhibit 10.6 to Textrons Current Report on Form 8-K filed May 5, 2009.
Convertible Bond Hedge Transaction Confirmation, dated April 30, 2009, between JPMorgan Chase Bank, National Association and
Textron. Incorporated by reference to Exhibit 10.7 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Confirmation, dated April 30, 2009, between JPMorgan Chase Bank, National Association and Textron.
Incorporated by reference to Exhibit 10.8 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Reformation Agreement, dated May 4, 2009, between Goldman, Sachs & Co. and Textron. Incorporated
by reference to Exhibit 10.9 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Reformation Agreement, dated May 4, 2009, between JPMorgan Chase Bank, National Association and
Textron. Incorporated by reference to Exhibit 10.10 to Textrons Current Report on Form 8-K filed May 5, 2009.
Table of Contents
10.25K
|
Additional Issuer Warrant Transaction Reformation Agreement, dated May 4, 2009, between Goldman, Sachs & Co. and Textron. Incorporated by reference to Exhibit 10.11 to Textrons Current Report on Form 8-K filed May 5, 2009. | |
|
||
10.25L
|
Additional Issuer Warrant Transaction Reformation Agreement, dated May 4, 2009, between JPMorgan Chase Bank, National Association and Textron. Incorporated by reference to Exhibit 10.12 to Textrons Current Report on Form 8-K filed May 5, 2009. | |
|
||
12.1
|
Computation of ratio of income to fixed charges of Textron Inc.s Manufacturing group. | |
|
||
12.2
|
Computation of ratio of income to fixed charges of Textron Inc., including all majority-owned subsidiaries. | |
|
||
21
|
Certain subsidiaries of Textron. Other subsidiaries, which considered in the aggregate do not constitute a significant subsidiary, are omitted from such list. | |
|
||
23
|
Consent of Independent Registered Public Accounting Firm. | |
|
||
24
|
Power of attorney. | |
|
||
31.1
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
||
31.2
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
||
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
||
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
|
||
101
|
The following materials from Textron Inc.s Annual Report on Form 10-K for the year ended January 2, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders Equity, (iv) the Consolidated Statements of Cash Flows, (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text and (vi) Schedule II - Valuation and Qualifying Accounts, tagged in block text format. |
TEXTRON INC.
Registrant |
||||
By: | /s/Frank T. Connor | |||
Frank T. Connor | ||||
Executive Vice President and
Chief Financial Officer |
96
*By:
|
/s/ Jayne M. Donegan
|
|||
|
Jayne M. Donegan, Attorney-in-fact |
97
Exhibits
Restated Certificate of Incorporation of Textron as filed January 29, 1998. Incorporated by reference to Exhibit 3.1 to Textrons Annual
Report on Form 10-K for the fiscal year ended January 3, 1998.
Amended and Restated By-Laws of Textron Inc. Incorporated by reference to Exhibit 3.1 to Textrons Current Report on Form 8-K filed
December 4, 2009.
Indenture dated as of December 9, 1999, between Textron Financial Corporation and SunTrust Bank (formerly known as Sun Trust
Bank, Atlanta) (including form of debt securities). Incorporated by reference to Exhibit 4.1 to Amendment No. 2 to Textron Financial
Corporations Registration Statement on Form S-3 (No. 333-88509).
First Supplemental Indenture dated November 16, 2006, between Textron Financial Corporation and U.S. Bank National Association
(successor trustee to Sun Trust Bank) to Indenture dated as of December 9, 1999. Incorporated by reference to Exhibit 4.3 of Textron
Financial Corporations Form S-3 (File No. 333-138755).
Form of Medium-Term Note of Textron Financial Corporation. Incorporated by reference to Exhibit 4.3 to Textron Financial
Corporations Current Report on Form 8-K filed November 17, 2006.
Indenture dated as of November 30, 2001, between Textron Financial Canada Funding Corp. and SunTrust Bank, guaranteed by
Textron Financial Corporation. Incorporated by reference to Exhibit 4.2 to Amendment No. 1 to Textron Financial Corporations
Registration Statement on Form S-3 (No. 333-108464).
First Supplemental Indenture, dated November 16, 2006, between Textron Financial Canada Funding Corp., Textron Financial
Corporation and U.S. Bank National Association (successor trustee to Sun Trust Bank) to Indenture dated November 30, 2001.
Incorporated by reference to Exhibit 4.4 of Textron Financial Corporations Form S-3 (File No. 333-138755).
Form of Medium-Term Note of Textron Financial Canada Funding Corp. Incorporated by reference to Exhibit 4.4 to Textron Financial
Corporations Current Report on Form 8-K filed November 17, 2006.
Support Agreement dated as of May 25, 1994, between Textron Inc. and Textron Financial Corporation. Incorporated by reference to
Exhibit 10.1 to Textron Financial Corporations Registration Statement on Form 10 (File No. 0-27559).
Instruments defining the rights of holders of certain issues of long-term debt of Textron have not been filed as exhibits because the
authorized principal amount of any one of such issues does not exceed 10% of the total assets of Textron and its subsidiaries on a
consolidated basis. Textron agrees to furnish a copy of each such instrument to the Commission upon request.
Exhibits 10.1 through 10.21 below are management contracts or compensatory plans, contracts or agreements.
Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of May 1, 2007). Incorporated by reference to Exhibit 10.1 to
Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007.
Amendment No.1 to Textron Inc. 2007 Long-Term Incentive Plan (amended and restated as of May 1, 2007), effective July 23, 2008.
Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 27,
2008.
Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended June 30, 2007.
Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended June 30, 2007.
Form of Restricted Stock Unit Grant Agreement. Incorporated by reference to Exhibit 10.4 to Textrons Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 2007.
Form of Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.2 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008.
Form of Cash-Settled Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.1G
to Textrons Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
Form of Performance Share Unit Grant Agreement. Incorporated by reference to Exhibit 10.1H to Textrons Annual Report on Form
10-K for the fiscal year ended January 3, 2009.
Performance Factors for Executive Officers for Performance Share Units under Textron Inc. 2007 Long-Term Incentive Plan.
Incorporated by reference to Exhibit 99.2 to Textrons Current Report on Form 8-K filed January 29, 2008.
Performance Factors for Executive Officers for Performance Share Units granted in 2009 under Textron Inc. 2007 Long-Term
Incentive Plan. Incorporated by reference to Exhibit 99.2 to Textrons Current Report on Form 8-K filed January 23, 2009.
Form of Performance Cash Unit Grant Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended July 4, 2009.
Textron Inc. Short-Term Incentive Plan (As amended and restated effective July 25, 2007). Incorporated by reference to Exhibit 10.2
to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Objectives for Executive Officers under Textron Inc. Short-Term Incentive Plan. Incorporated by reference to Exhibit 99.1 to Textrons
Current Report on Form 8-K filed January 23, 2009.
Textron Inc. 1999 Long-Term Incentive Plan for Textron Employees (Amended and Restated Effective July 25, 2007). Incorporated by
reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007.
Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended July 3, 2004.
Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended July 3, 2004.
Form of Restricted Stock Grant Agreement. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for
the fiscal quarter ended July 3, 2004.
Textron Spillover Savings Plan, effective January 1, 2009, including Appendix A, Defined Contribution Provisions of the
Supplemental Benefits Plan for Textron Key Executives (As in effect before January 1, 2008). Incorporated by reference to Exhibit
10.5 to Textrons Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
Textron Spillover Pension Plan, As Amended and Restated Effective January 1, 2009, including Appendix A (as amended and
restated effective January 1, 2009), Defined Benefit Provisions of the Supplemental Benefits Plan for Textron Key Executives (As in
effect before January 1, 2007). Incorporated by reference to Exhibit 10.6 to Textrons Annual Report on Form 10-K for the fiscal year
ended January 3, 2009.
Supplemental Retirement Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2009, including Appendix
A, Provisions of the Supplemental Retirement Plan for Textron Key Executives (As in effect before January 1, 2008). Incorporated by
reference to Exhibit 10.7 to Textrons Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
Deferred Income Plan for Textron Executives, Effective January 1, 2009, including Appendix A, Provisions of the Deferred Income
Plan for Textron Key Executives (As in effect before January 1, 2008). Incorporated by reference to Exhibit 10.8 to Textrons Annual
Report on Form 10-K for the fiscal year ended January 3, 2009.
Deferred Income Plan for Non-Employee Directors, As Amended and Restated Effective January 1, 2009, including Appendix A,
Prior Plan Provisions (As in effect before January 1, 2008). Incorporated by reference to Exhibit 10.9 to Textrons Annual Report on
Form 10-K for the fiscal year ended January 3, 2009.
Survivor Benefit Plan for Textron Key Executives (As amended and restated effective July 25, 2007). Incorporated by reference to
Exhibit 10.5 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007. Incorporated by reference
to Exhibit 10.10 to Textrons Annual Report on Form 10-K for the fiscal year ended January 3, 2009.
Severance Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2010.
Form of Indemnity Agreement between Textron and its executive officers. Incorporated by reference to Exhibit A to Textrons Proxy
Statement for its Annual Meeting of Shareholders on April 29, 1987.
Form of Indemnity Agreement between Textron and its non-employee directors (approved by the Nominating and Corporate
Governance Committee of the Board of Directors on July 21, 2009 and entered into with all non-employee directors, effective as of
August 1, 2009). Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended
October 3, 2009.
Amended and Restated Employment Agreement between Textron and Kenneth C. Bohlen dated as of February 26, 2008. Incorporated
by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008.
Second Amended and Restated Employment Agreement between Textron and John D. Butler dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.3 to Textrons Current Report on Form 8-K filed February 28, 2008.
Amended and Restated Employment Agreement between Textron and Lewis B. Campbell dated as of February 26, 2008. Incorporated
by reference to Exhibit 10.1 to Textrons Current Report on Form 8-K filed February 28, 2008.
Letter agreement between Textron and Lewis B. Campbell, dated September 22, 2009, along with clarification letter, dated September
30, 2009. Incorporated by reference to Exhibit 10.3 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended October
3, 2009.
Letter Agreement between Textron and Scott C. Donnelly, dated June 26, 2008. Incorporated by reference to Exhibit 10.1 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008.
Amendment to Letter Agreement between Textron and Scott C. Donnelly, dated December 16, 2008, together with Addendum No.1
thereto, dated December 23, 2008. Incorporated by reference to Exhibit 10.15B to Textrons Annual Report on Form 10-K for the
fiscal year ended January 3, 2009.
Agreement between Textron and Scott C. Donnelly, dated May 1, 2009, related to Mr. Donnellys personal use of a portion of hangar
space at T.F. Green Airport which is leased by Textron. Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on
Form 10-Q for the fiscal quarter ended July 4, 2009.
Amended and Restated Employment Agreement between Textron and Theodore R. French dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.2 to Textrons Current Report on Form 8-K filed February 28, 2008.
Second Amended and Restated Employment Agreement between Textron and Mary L. Howell dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.4 to Textrons Current Report on Form 8-K filed February 28, 2008.
Second Amended and Restated Employment Agreement between Textron and Terrence ODonnell dated as of February 26, 2008.
Incorporated by reference to Exhibit 10.5 to Textrons Current Report on Form 8-K filed February 28, 2008.
Letter Agreement between Textron and Frank Connor, dated July 27, 2009. Incorporated by reference to Exhibit 10.2 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2009.
Director Compensation. Incorporated by reference to Exhibit 10.21 to Textrons Annual Report on Form 10-K for the fiscal year ended
December 29, 2007.
Form of Aircraft Time Sharing Agreement between Textron and its executive officers. Incorporated by reference to Exhibit 10.3 to
Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008.
5-Year Credit Agreement, dated as of March 28, 2005, among Textron, the Banks listed therein, JPMorgan Chase Bank, N.A., as
Administrative Agent, and Citibank, N.A., as Syndication Agent (the 5-Year Credit Agreement). Incorporated by reference to Exhibit
10.1 to Textrons Current Report on Form 8-K filed March 31, 2005.
Amendment No. 1, dated as of April 21, 2006, to 5-Year Credit Agreement. Incorporated by reference to Exhibit 10.1 to Textrons
Current Report on Form 8-K filed April 25, 2006.
Amendment No. 2, dated as of April 20, 2007 to 5-Year Credit Agreement. Incorporated by reference to Exhibit 10.1 to Textrons
Current Report on Form 8-K filed April 24, 2007.
Five-Year Credit Agreement dated July 28, 2003 among Textron Financial Corporation, the Banks listed therein, and JPMorgan
Chase Bank, as Administrative Agent. Incorporated by reference to Exhibit 10.2 to Textron Financial Corporations Current Report on
Form 8-K as filed on August 26, 2003.
Amendment No. 1, dated as of July 25, 2005, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein, and JPMorgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to Exhibit
10.1 of Textron Financial Corporations Current Report on Form 8-K filed July 27, 2005.
Amendment No. 2, dated as of April 28, 2006, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein, and JPMorgan Chase Bank N.A., as Administrative Agent. Incorporated by reference to Exhibit
10.1 of Textron Financial Corporations Current Report on Form 8-K filed May 1, 2006.
Amendment No. 3, dated as of April 27, 2007, to the Five-Year Credit Agreement dated as of July 28, 2003 among Textron Financial
Corporation, the Banks listed therein and JPMorgan Chase Bank as Administrative Agent. Incorporated by reference to Exhibit 10.1
of Textron Financial Corporations Current Report on Form 8-K dated April 27, 2007.
Master Services Agreement between Textron Inc. and Computer Sciences Corporation dated October 27, 2004. Confidential
treatment has been requested for portions of this agreement. Incorporated by reference to Exhibit 10.26 to Textrons Annual Report
on Form 10-K for the fiscal year ended January 1, 2005.
Amendment No. 4 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated July 1, 2007.
Incorporated by reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended September 29,
2007.
Convertible Bond Hedge Transaction Confirmation, dated April 29, 2009, between Goldman, Sachs & Co. and Textron. Incorporated
by reference to Exhibit 10.1 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Confirmation, dated April 29, 2009, between Goldman, Sachs & Co. and Textron. Incorporated by
reference to Exhibit 10.2 to Textrons Current Report on Form 8-K filed May 5, 2009.
Convertible Bond Hedge Transaction Confirmation, dated April 29, 2009, between JPMorgan Chase Bank, National Association and
Textron. Incorporated by reference to Exhibit 10.3 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Confirmation, dated April 29, 2009, between JPMorgan Chase Bank, National Association and Textron.
Incorporated by reference to Exhibit 10.4 to Textrons Current Report on Form 8-K filed May 5, 2009.
Convertible Bond Hedge Transaction Confirmation, dated April 30, 2009, between Goldman, Sachs & Co. and Textron. Incorporated
by reference to Exhibit 10.5 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Confirmation, dated April 30, 2009, between Goldman, Sachs & Co. and Textron. Incorporated by
reference to Exhibit 10.6 to Textrons Current Report on Form 8-K filed May 5, 2009.
Convertible Bond Hedge Transaction Confirmation, dated April 30, 2009, between JPMorgan Chase Bank, National Association and
Textron. Incorporated by reference to Exhibit 10.7 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Confirmation, dated April 30, 2009, between JPMorgan Chase Bank, National Association and Textron.
Incorporated by reference to Exhibit 10.8 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Reformation Agreement, dated May 4, 2009, between Goldman, Sachs & Co. and Textron. Incorporated
by reference to Exhibit 10.9 to Textrons Current Report on Form 8-K filed May 5, 2009.
Issuer Warrant Transaction Reformation Agreement, dated May 4, 2009, between JPMorgan Chase Bank, National Association and
Textron. Incorporated by reference to Exhibit 10.10 to Textrons Current Report on Form 8-K filed May 5, 2009.
Additional Issuer Warrant Transaction Reformation
Agreement, dated May 4, 2009, between Goldman, Sachs &
Co. and Textron.
Incorporated by reference to Exhibit 10.11 to Textrons
Current Report on Form 8-K filed May 5, 2009.
Additional Issuer Warrant Transaction Reformation
Agreement, dated May 4, 2009, between JPMorgan Chase
Bank, National
Association and Textron. Incorporated by reference to
Exhibit 10.12 to Textrons Current Report on Form 8-K
filed May 5, 2009.
Computation of ratio of income to
fixed charges of Textron Inc.s Manufacturing group.
Computation of ratio of income to
fixed charges of Textron Inc., including all
majority-owned
subsidiaries.
Certain subsidiaries of Textron. Other subsidiaries,
which considered in the aggregate do not constitute a
significant subsidiary, are
omitted from such list.
Consent of Independent Registered Public Accounting Firm.
Power of attorney.
Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Chief Executive Officer Pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
Certification of Chief Financial Officer Pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
The following materials from
Textron Inc.s Annual Report on Form 10-K for the year ended
January 2, 2010, formatted in XBRL (eXtensible Business Reporting
Language): (i) the Consolidated Statements of Operations, (ii) the
Consolidated Balance Sheets, (iii) the Consolidated Statements of
Shareholders Equity, (iv) the Consolidated Statements of Cash
Flows, (v) the Notes to the Consolidated Financial Statements, tagged
as blocks of text and (vi) Schedule II - Valuation and Qualifying
Accounts, tagged in block text format.
Article I Definitions
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1 | |||
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1.01 Board
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1 | |||
1.02 Change in Control
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1 | |||
1.03 Chief Executive Officer
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2 | |||
1.04 Good Reason Termination
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2 | |||
1.05 IRC
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3 | |||
1.06 Key Executive
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3 | |||
1.07 Plan
|
4 | |||
1.08 Severance
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4 | |||
1.09 Severance Benefits
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4 | |||
1.10 Severance Pay
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4 | |||
1.11 Textron
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4 | |||
1.12 Textron Company
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4 | |||
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Article II Severance
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4 | |||
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2.01 Involuntary Termination
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4 | |||
2.02 Good Reason Termination
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4 | |||
2.03 No Duplication of Benefits
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4 | |||
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Article III Severance Pay and Severance Benefits
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4 | |||
|
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3.01 Amount of Severance Pay
|
5 | |||
3.02 Payment of Severance Pay
|
5 | |||
3.03 Severance Benefits
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5 | |||
3.04 Release
|
6 | |||
3.05 Rehire During Severance Period
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6 |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Table of Contents
Page i |
Article IV Unfunded Plan
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6 | |||
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4.01 No Plan Assets
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6 | |||
4.02 Welfare Plan Status
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6 | |||
4.03 No Contributions
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6 | |||
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Article V Plan Administration
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6 | |||
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5.01 Plan Administrators Powers
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6 | |||
5.02 Delegation of Administrative Authority
|
7 | |||
5.03 Tax Withholding
|
7 | |||
5.04 Use of Third Parties to Assist with Plan Administration
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7 | |||
5.05 Claims Procedure
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7 | |||
5.06 Enforcement Following a Change in Control
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9 | |||
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Article VI Amendment and Termination
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9 | |||
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6.01 Amendment or Termination
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9 | |||
6.02 Restrictions on Amendment or Termination
|
9 | |||
6.03 Delegation of Amendment Authority
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9 | |||
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Article VII Miscellaneous
|
10 | |||
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7.01 Use of Masculine or Feminine Pronouns
|
10 | |||
7.02 Transferability of Plan Benefits
|
10 | |||
7.03 Section 409A Compliance
|
10 | |||
7.04 Controlling State Law
|
10 | |||
7.05 No Right to Employment
|
10 | |||
7.06 Additional Conditions Imposed
|
10 |
APPENDIX A
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Grandfathered Change in Control Definition | A-1 | ||||
APPENDIX B
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Grandfathered Good Reason Termination Definition | B-1 | ||||
APPENDIX C
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Grandfathered Severance Pay Formula | C-1 | ||||
APPENDIX D
|
Form of Release | D-1 |
1.01 | Board means the Board of Directors of Textron. |
1.02 | Change in Control means, for any Key Executive who was not an employee of a Textron Company on December 31, 2007: |
(a) | any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act) and of IRC Section 409A) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially similar proportions as their ownership of Textron common stock |
(1) | becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of stock of Textron that, together with other stock held by such person or group, possesses more than 50% of the combined voting power of Textrons then-outstanding voting stock, or | ||
(2) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) beneficial ownership of stock of Textron possessing more than 30% of the combined voting power of Textrons then-outstanding stock, or | ||
(3) | acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) all or substantially all of the total gross fair market value of all of the assets of Textron immediately prior to such acquisition or |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 1 |
acquisitions (where gross fair market value is determined without regard to any associated liabilities); or |
(b) | a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or | ||
(c) | during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election. |
Each of the events described above will be treated as a Change in Control only to the extent that it is a change in ownership, change in effective control, or change in the ownership of a substantial portion of Textrons assets within the meaning of IRC Section 409A. | ||
For any Key Executive who was an employee of a Textron Company on December 31, 2007, the definition set forth above in this Section 1.02 shall be used to determine whether an event is a Change in Control to the extent that the event would alter the time or form of payment of the Key Executives benefit. To the extent that the event would cause any change in the Key Executives rights under the Plan that does not affect the status of the Key Executives benefit under IRC Section 409A (including, but not limited to, accelerated vesting of the Key Executives benefit or restrictions on amendments to the Plan), the definition set forth in Appendix A shall be used to determine whether the event is a Change in Control. |
1.03 | Chief Executive Officer means the Chief Executive Officer of Textron. |
1.04 | Good Reason Termination means, for any Key Executive who was not an employee of a Textron Company on December 31, 2007: |
(a) | The Key Executives Severance occurs during a two-year period following the initial existence of one or more of the following conditions arising without the consent of the Key Executive: |
(1) | A material diminution in the Key Executives base compensation. | ||
(2) | A material diminution in the Key Executives authority, duties, or responsibilities. |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 2 |
(3) | A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Key Executive is required to report, including a requirement that the Key Executive report to a corporate officer or employee instead of reporting directly to the Board. | ||
(4) | A material diminution in the budget over which the Key Executive retains authority. | ||
(5) | A material change in the geographic location at which the Key Executive must perform services. | ||
(6) | Any other action or inaction that constitutes a material breach by a Textron Company of the agreement, if any, under which the Key Executive provides services. |
(b) | The amount, time, and form of payment upon the Separation From Service must be substantially identical with the amount, time, and form of payment payable as a result of an actual involuntary Separation From Service, to the extent such a right exists. | ||
(c) | The Key Executive must provide notice of the existence of a condition described in subsection (a), above, within 90 days after the initial existence of the condition. Upon receiving the notice, the Textron Company shall have a period of 30 days during which it may remedy the condition and not be required to pay any Severance Pay or Severance Benefit that otherwise would be due upon a Good Reason Termination. |
For any Key Executive who was an employee of a Textron Company on December 31, 2007, the definition set forth in Appendix B shall be used to determine whether the Key Executives Severance is a Good Reason Termination. |
1.05 | IRC means the Internal Revenue Code of 1986, as amended. References to any section of the Internal Revenue Code shall include any final regulations interpreting that section. |
1.06 | Key Executive means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by the Chief Executive Officer and Chief Human Resources Officer of Textron. A Key Executive may subsequently waive participation in this Plan by an express written instrument to that effect. A Key Executive shall not become entitled to separation pay under any other plan or arrangement maintained by a Textron Company as a result of having waived his participation in this Plan. An individual shall not be a Key Executive for purposes of this Plan, and shall not be eligible for any benefit provided under this Plan, during any period in which the individual is covered by |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 3 |
an offer letter or employment agreement with Textron that provides severance pay at least equal to the Severance Pay provided under this Plan. | ||
1.07 | Plan means this Severance Plan for Textron Key Executives, as amended and restated from time to time. | |
1.08 | Severance means a Key Executives termination of employment with all Textron Companies, other than by reason of death or Total Disability, that qualifies as an involuntary separation from service for purposes of IRC Section 409A, and that occurs in circumstances described in Article II. | |
1.09 | Severance Benefits means medical or dental benefits described in and payable under Section 3.03. | |
1.10 | Severance Pay means the amount described in and payable under Sections 3.01 and 3.02. Notwithstanding any provision of any other plan, contract, or arrangement to which a Textron Company is a party, including without limitation any employee benefit plan, Severance Pay shall not be taken into account in determining the amount of any benefit or compensation thereunder. | |
1.11 | Textron means Textron Inc., a Delaware corporation, and any successor of Textron Inc. | |
1.12 | Textron Company means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c). |
2.01 | Involuntary Termination . A Key Executive shall be entitled to Severance Pay if he incurs a Severance because he is notified in writing by Textron that his employment is being terminated (other than for less than acceptable performance, as determined by Textron). If a Key Executive is transferred from a Textron Company to a buyer in connection with a bona fide sale of substantial assets of Textron, the transfer shall not be regarded as a Severance for purposes of this Section 2.01 unless Textron designates it as a Severance in a written document or agreement that makes specific reference to this Plan. | |
2.02 | Good Reason Termination . A Key Executive shall also be entitled to Severance Pay if he incurs a Good Reason Termination within the two-year period immediately following a Change in Control. | |
2.03 | No Duplication of Benefits . A Key Executive who is entitled to Severance Pay or Severance Benefits under this Plan shall not be eligible to receive severance pay or severance benefits under any other severance plan maintained by a Textron Company. |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 4 |
3.01 | Amount of Severance Pay . Severance Pay shall be determined as of the date of the Key Executives Severance. For Key Executives who were eligible to participate in the Plan on December 31, 2007, Severance Pay shall be determined as provided in Appendix C. For Key Executives who became eligible to participate in the Plan on or after January 1, 2008, Severance Pay shall equal the sum of: |
(a) | the Key Executives annual rate of base salary at the date of Severance, except that any reduction in base salary following a Change in Control shall be disregarded; and |
(b) | the larger of (1) the average of the Key Executives three most recent actual awards of annual incentive compensation (whether or not deferred) from a Textron Company, or (2) the Key Executives current target incentive compensation under the annual incentive compensation plan of a Textron Company. |
3.02 | Payment of Severance Pay . Textron shall pay Severance Pay to the Key Executive in a single sum within 60 days immediately following Severance. If the Key Executive dies after his Severance but before this payment has been made, Textron shall pay Severance Pay to the Key Executives surviving spouse, or, if none, to the Key Executives issue per stirpes, or, if no surviving spouse or issue, to the executor or administrator of the Key Executives estate. |
3.03 | Severance Benefits . In addition, if the Severance occurs following a Change in Control or under other circumstances approved in writing by Textrons Chief Executive Officer and Chief Human Resources Officer, Textron shall provide, at its sole cost, medical and dental benefits to the Key Executive and to his dependents, on terms which are not less favorable to them than the terms existing immediately before the Severance of that Key Executive. Such Severance Benefits shall be continued for the period provided by IRC Section 4980B(f) (but not longer than 18 months following Severance). If any medical or dental expense reimbursements otherwise available to a Key Executive under this Section 3.03 would be includable in the Key Executives gross income for federal income tax purposes, the expenses shall be reimbursed only to the extent that they meet the following conditions: |
(a) | the expenses are incurred and paid by the Key Executive (or incurred by the Key Executive and paid by a Textron Company directly to the service provider on the Key Executives behalf); |
(b) | the expenses would be allowable as a deduction to the Key Executive under IRC Section 213 (disregarding the requirement that the deduction under that section apply only to expenses that exceed 7.5% of adjusted gross income); and | ||
(c) | the expenses are not reimbursed from a source other than a Textron Company. |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 5 |
3.04 | Release . A Key Executive shall receive Severance Pay and Severance Benefits under the Plan only if the Key Executive delivers to Textron a release of all claims of the Key Executive (other than any rights to indemnification, contribution, exculpation, advances, or directors and officers liability insurance under Textrons organizational documents, under any plan or agreement, or at law) with regard to Textron, its subsidiaries and related entities, and their respective past or present officers, directors, and employees, in the form attached to this Plan as Appendix D. If the release has not become irrevocable before the date on which Severance Pay or Severance Benefits are due under the Plan, the Severance Pay or Severance Benefits shall be forfeited. |
3.05 | Rehire During Severance Period . If a Key Executive is rehired by a Textron Company within 12 months after his Severance (or within 18 months after his Severance, in the case of a Key Executive whose Severance Pay was calculated under Section C.01 of Appendix C), the Key Executives Severance Benefits will cease, and the Key Executive must repay to Textron the portion of his Severance Pay that corresponds to his remaining severance period. The Key Executives remaining severance period is determined by subtracting the number of whole and fractional months between the Key Executives Severance and the date on which he was rehired from 12 (or from 18, in the case of a Key Executive whose Severance Pay was calculated under Section C.01 of Appendix C). The repayment shall include any taxes withheld from the Severance Pay, unless IRS rules permit (and Textron approves) a repayment net of taxes. Before returning to work, the Key Executive must write Textron a check for the full amount due. |
4.01 | No Plan Assets . Severance Pay and Severance Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. |
4.02 | Welfare Plan Status . This Plan is intended to be a welfare plan providing benefits for a select group of management employees who are highly compensated, pursuant to Sections 3(1) and 104(a)(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and 29 C.F.R. § 2520.104-24. |
4.03 | No Contributions . No Key Executive shall be required or permitted to make contributions to this Plan. |
5.01 | Plan Administrators Powers . Textron shall have all such powers as may be necessary to carry out the provisions of this Plan. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 5.05, any actions by Textron shall be final, |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 6 |
conclusive and binding on each Key Executive and all persons claiming by, through or under any Key Executive. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan. The Board may exercise Textrons authority as plan administrator, and the authority to administer the Plan may be delegated as provided in Section 5.02. |
5.02 | Delegation of Administrative Authority. The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to administer the Plan to a committee of the Board or to one or more officers of Textron. The Board may, to the extent permitted by applicable law, authorize a committee of the Board or officer of Textron to make a further delegation of the authority to administer the Plan. |
5.03 | Tax Withholding . Textron may withhold from Severance Pay and Severance Benefits any taxes or other amounts required by law to be withheld. Textron may deduct from the undistributed portion of a Key Executives benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax. Alternatively, Textron may require the Key Executive to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Key Executives benefit. The Key Executive shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan. In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Key Executive incurs by failing to make timely payments of tax. |
5.04 | Use of Third Parties to Assist with Plan Administration . Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan. |
5.05 | Claims Procedure . A Key Executive or the surviving spouse or beneficiary of a Key Executive who believes that he is being denied a benefit to which he is entitled under the Plan (referred to in this Section 5.05 as a Claimant) may file a written request with Textron setting forth the claim. Textron shall consider and resolve the claim as set forth below. |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 7 |
(a) | Time for Response . Upon receipt of a claim, Textron shall advise the Claimant that a response will be forthcoming within 90 days. Textron may, however, extend the response period for up to an additional 90 days for reasonable cause, and shall notify the Claimant of the reason for the extension and the expected response date. Textron shall respond to the claim within the specified period. | ||
(b) | Denial . If the claim is denied in whole or part , Textron shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits for requesting a review of the claim; and (6) the Claimants right to bring an action for benefits under Section 502 of ERISA. | ||
(c) | Request for Review . Within 60 days after the Claimants receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that Textron review the determination. The Claimant or his duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by Textron. If the Claimant does not request a review of the initial determination within such 60-day period, the Claimant shall be barred from challenging the determination. | ||
(d) | Review of Initial Determination . Within 60 days after Textron receives a request for review, it will review the initial determination. If special circumstances require that the 60-day time period be extended, Textron will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review. | ||
(e) | Decision on Review . All decisions on review shall be final and binding with respect to all concerned parties. The decision on review shall set forth, in a manner calculated to be understood by the Claimant, (1) the specific reasons for the decision, shall including references to the relevant Plan provisions upon which the decision is based; (2) the Claimants right |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 8 |
to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information, relevant to his benefits; and (3) the Claimants right to bring a civil action under Section 502 of ERISA. |
5.06 | Enforcement Following a Change in Control . If, after a Change in Control, any claim is made or any litigation is brought by a Key Executive or any person claiming through a Key Executive to enforce or interpret any provision contained in this Plan, Textron and the person or group described in Section 1.02 shall be liable, jointly and severally, to reimburse the Key Executives or other claimants reasonable attorneys fees and costs incurred during the Key Executives or other claimants lifetime in pursuing any such claim or litigation, and to pay prejudgment interest at the Prime Rate as quoted in the Money Rates section of The Wall Street Journal on any money award or judgment obtained by the Key Executive or other claimant, payable at the same time as the underlying award or judgment. Any reimbursement pursuant to the preceding sentence shall be paid to the Key Executive or other claimant no earlier than six months after the Severance date and no later than the end of the calendar year following the year in which the expense was incurred. The reimbursement shall not be subject to liquidation or exchange for another benefit, and the amount of reimbursable expense incurred in one year shall not affect the amount of reimbursement available in another year. |
6.01 | Amendment or Termination . Subject to Section 6.02, below, the Board or its designee shall have the right to amend, modify, suspend, or terminate this Plan at any time by written resolution or other formal action reflected in writing. |
6.02 | Restrictions on Amendment or Termination . No amendment, modification, suspension, or termination shall adversely affect a Key Executives right to receive Severance Pay, Severance Benefits, or legal defense costs and prejudgment interest described in Section 5.06 that are payable as the result of the Severance of the Key Executive before the earlier of the adoption date or effective date of the amendment, modification, suspension, or termination. No amendment, modification suspension, or termination shall be effective during the two-year period immediately following a Change in Control, unless the Key Executive who is potentially affected by the amendment, modification, suspension, or termination consents in writing. |
6.03 | Delegation of Amendment Authority. The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to amend the Plan to a committee of the Board or to one or more officers of Textron. The Board may, to the extent permitted by applicable law, authorize a committee of the Board to make a further delegation of the authority to amend the Plan. |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 9 |
7.01 | Use of Masculine or Feminine Pronouns . Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural. |
7.02 | Transferability of Plan Benefits . No Severance Pay or Severance Benefit shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any Severance Pay or Severance Benefit, whether presently or subsequently payable, shall be void unless so approved. Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution, or other legal process, or be liable for or subject to the debts or liability of any Key Executive. |
7.03 | Section 409A Compliance . Severance Pay and Severance Benefits are intended to be exempt from IRC Section 409A, and legal defense costs and prejudgment interest described in Section 5.06 are intended to comply with IRC Section 409A. The Plan should be interpreted accordingly. To the extent that a provision of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect. Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any participant or with respect to any payment, however. In no event shall any Textron Company , or any director, officer, or employee of a Textron Company (other than the Key Executive) be liable for any additional tax, interest, or penalty incurred by a Key Executive as a result of the Plans failure to satisfy the requirements of IRC Section 409A, or as a result of the Plans failure to satisfy any other requirements of applicable tax laws. |
7.04 | Controlling State Law . This Plan shall be construed in accordance with the laws of the State of Delaware. |
7.05 | No Right to Employment . Nothing contained in this Plan shall be construed as a contract of employment between any Key Executive and any Textron Company, or to suggest or create a right in any Key Executive of continued employment at any Textron Company. |
7.06 | Additional Conditions Imposed . Textron, the Chief Executive Officer and the Chief Human Resources Officer may impose such other lawful terms and conditions on participation in this Plan as deemed desirable. The Chief Executive Officer and the Chief Human Resources Officer may participate in this Plan. |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 10 |
TEXTRON INC.
|
||||
By: | ||||
Cathy Streker | ||||
Date: |
Vice President Human Resources
and Benefits
February , 2010 |
|||
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Page 11 |
A Change in Control shall occur if (i) any person or group (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the Act)) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially the same proportions as their ownership of Textron common stock, is or becomes (other than by acquisition from Textron or a related company) the beneficial owner (as defined in Rule 13d-3 under the Act) of more than 30% of the then outstanding voting stock of Textron, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by Textrons stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof, or (iii) stockholders of Textron approve a merger or consolidation of Textron with any other corporation, other than a merger or consolidation which would result in the voting securities of Textron outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of Textron approve a plan of complete liquidation of Textron or an agreement for the sale or disposition by Textron of all or substantially all of Textrons assets. |
Severance Plan for Textron Key Executives
As Amended and Restated January 1, 2010 |
Appendix A
Page A-1 |
A Key Executives Severance within the two-year period immediately following a Change in Control shall be a Good Reason Termination he leaves Textron employment under the conditions described in subsection (a) or (b), below. A termination pursuant to this Appendix B shall be treated as a Good Reason Termination for purposes of the Plan only if the conditions that cause the Key Executive to leave employment result in a material negative change in the employment relationship, so that his termination effectively constitutes an involuntary separation from service within the meaning of IRC Section 409A. The Key Executive must give Textron written notice of a condition described in subsection (a) or (b), below, within 90 days after the condition arises, and must give Textron at least 30 days to remedy the condition before the Key Executive leaves Textron employment. |
(a) | The Key Executives position, authority or responsibilities, the type of work which the Key Executive is asked to perform, the Key Executives base salary or opportunity to earn incentive compensation, the Key Executives working conditions and perquisites, or the status and stature of the people with whom the Key Executive is asked to work, are not comparable to that existing with respect to the Key Executive on the day before the date of the Change in Control (except to the extent, if any, to which the Key Executive expressly agrees in writing); or | ||
(b) | the Key Executives services may not be performed at the location where the Key Executive was employed on the day before the date of the Change in Control or at such other location as may be mutually agreed by Textron and the Key Executive. |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Appendix B
Page B-1 |
C.01 | For Key Executives who were eligible to participate in the Plan on December 31, 2007, and who were either Textron corporate officers or segment heads on that date, Severance Pay for purposes of Section 3.01 shall equal 150% of the sum of: |
(a) | the Key Executives annual rate of base salary at the date of Severance, except that any reduction in base salary following a Change in Control shall be disregarded; and | ||
(b) | the larger of (1) the average of the Key Executives three most recent actual awards of annual incentive compensation (whether or not deferred) from a Textron Company, or (2) the Key Executives current target incentive compensation under the annual incentive compensation plan of a Textron Company. |
C.02 | For Key Executives who were eligible to participate in the Plan on December 31, 2007, but who were neither Textron corporate officers nor segment heads on that date, Severance Pay for purposes of Section 3.01 shall equal the sum of: |
(a) | the Key Executives annual rate of base salary at the date of Severance, except that any reduction in base salary following a Change in Control shall be disregarded; and | ||
(b) | the larger of (1) the average of the Key Executives three most recent actual awards of annual incentive compensation (whether or not deferred) from a Textron Company, or (2) the Key Executives current target incentive compensation under the annual incentive compensation plan of a Textron Company. |
Severance Plan for Textron Key Executives
Amended and Restated January 1, 2010 |
Appendix C
Page C-1 |
1. | The benefits I am receiving under the Severance Plan constitute consideration over and above any benefits that I might be entitled to receive without executing this Release; | ||
2. | Textron advised me in writing to consult with an attorney prior to signing this Release; | ||
3. | I was given a period of at least twenty-one (21) days within which to consider this Release; and | ||
4. | Textron has advised me of my statutory right to revoke my agreement to this Release at any time within seven (7) days after my signing this Release. |
[EXECUTIVE] | ||||||
|
||||||
TEXTRON INC. | ||||||
|
||||||
|
By: | |||||
|
|
|||||
|
Name: | |||||
|
Title: |
Year | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense*
|
$ | 153 | $ | 141 | $ | 110 | $ | 100 | $ | 95 | ||||||||||
Estimated interest portion of rents
|
31 | 32 | 25 | 25 | 25 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 184 | $ | 173 | $ | 135 | $ | 125 | $ | 120 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Income:
|
||||||||||||||||||||
Income (loss) from continuing operations before
income taxes
|
$ | (149 | ) | $ | 629 | $ | 1,234 | $ | 907 | $ | 656 | |||||||||
Fixed charges
|
184 | 173 | 135 | 125 | 120 | |||||||||||||||
Dividends received from Finance group
|
349 | 142 | 135 | 80 | 100 | |||||||||||||||
Capital contributions paid to Finance group
under Support Agreement**
|
(270 | ) | (625 | ) | | | | |||||||||||||
Eliminate pretax loss (income) of Finance group
|
307 | 538 | (222 | ) | (210 | ) | (171 | ) | ||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Adjusted income
|
$ | 421 | $ | 857 | $ | 1,282 | $ | 902 | $ | 705 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of income to fixed charges
|
2.29 | 4.95 | 9.50 | 7.22 | 5.88 | |||||||||||||||
|
* | Includes interest expense on all third-party indebtedness, except for interest related to unrecognized tax benefits which is included in income tax expense. | |
** | In 2009, we changed our calculation of the ratio of income to fixed charges to reduce income for the amount of capital contributions required to be paid to the Finance group under a Support Agreement. Prior periods have been recast to conform to this presentation. |
Year | ||||||||||||||||||||
2009 | 2008 | 2007 | 2006 | 2005 | ||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense*
|
$ | 309 | $ | 448 | $ | 507 | $ | 451 | $ | 313 | ||||||||||
Estimated interest portion of rents
|
33 | 35 | 28 | 28 | 28 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 342 | $ | 483 | $ | 535 | $ | 479 | $ | 341 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Income:
|
||||||||||||||||||||
Income (loss) from continuing
operations before income taxes
|
$ | (149 | ) | $ | 629 | $ | 1,234 | $ | 907 | $ | 656 | |||||||||
Fixed charges
|
342 | 483 | 535 | 479 | 341 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Adjusted income
|
$ | 193 | $ | 1,112 | $ | 1,769 | $ | 1,386 | $ | 997 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of income to fixed charges
|
0.56 | 2.30 | 3.31 | 2.89 | 2.92 | |||||||||||||||
|
* | Includes interest expense on all third-party indebtedness, except for interest related to unrecognized tax benefits which is included in income tax expense. |
Name | Jurisdiction | |
TEXTRON INC.
|
Delaware | |
Avco Corporation
|
Delaware | |
Avco Rhode Island (2002) Inc.
|
Delaware | |
Christine Realty Co., Inc.
|
Pennsylvania | |
Overwatch Systems of Virginia, Inc.
|
Virginia | |
Medical Numerics, Inc.
|
Virginia | |
Visual Learning Systems, Inc.
|
Montana | |
Overwatch Systems, Ltd.
|
Delaware | |
Textron Pacific Pty Ltd.
|
Australia | |
Textron Systems Corporation
|
Delaware | |
Textron Systems Childrens Center, Inc.
(not-for-profit)
|
Massachusetts | |
Textron Systems Rhode Island (2001) Inc.
|
Delaware | |
United Industrial Corporation
|
Delaware | |
AAI Corporation
|
Maryland | |
AAI/ACL Technologies, Inc.
|
Maryland | |
AAI/ACL Technologies Europe Limited
(strike-off in process)
|
England | |
AAI Aerosonde Pty Ltd.
|
Australia | |
Aerosonde Pty Ltd.
|
Australia | |
AAI Services Corporation
|
Maryland | |
Aerosonde North America, Incorporated
|
Colorado | |
ESL Defence (Holdings) Ltd.
|
England | |
ESL Defence Limited
|
England | |
Bell Helicopter Textron Inc.
|
Delaware | |
Bell Aerospace Services Inc.
|
Delaware | |
Bell/Agusta Aerospace Company LLC
(60%; 40% Agusta US, Inc.)
|
Delaware | |
Bell Helicopter Rhode Island Inc.
|
Delaware | |
Bell Helicopter Services Inc.
|
Delaware | |
Bell Helicopter Asia (Pte) Ltd.
|
Singapore | |
Bell Helicopter do Brasil Ltda.
(99.99%; 0.01% Bell Helicopter Textron Inc.; inactive)
|
Brazil | |
Bell Helicopter India Inc.
|
Delaware | |
Bell Helicopter Korea Inc.
|
Delaware | |
Bell Technical Services Inc.
|
Delaware | |
Edwards & Associates, Inc.
|
Tennessee | |
Aeronautical Accessories, Inc.
|
Tennessee | |
Aeronautical Rotor Blades, Inc.
|
Tennessee | |
SkyBOOKS Inc.
|
Delaware | |
Cadillac Gage Textron Inc.
|
Michigan | |
Cessna Aircraft Company
|
Kansas | |
Cessna Aircraft Rhode Island Inc.
|
Delaware | |
CitationShares Holding, L.L.C.
(91.2%; 8.8% TAG Aviation USA, Inc.)
|
Delaware | |
CitationShares Charter, L.L.C.
|
Delaware | |
CitationShares Management, L.L.C.
|
Delaware | |
CitationShares Sales, Inc.
|
Delaware | |
Greenlee Textron Inc.
|
Delaware | |
Greenlee Plumbing Inc.
|
Delaware | |
Kautex Inc.
|
Delaware | |
McCord Corporation
|
Michigan |
Page 1
Name | Jurisdiction | |
McCord Corporation
(continued from prior page)
|
||
Kautex of Georgia Inc.
|
Massachusetts | |
Textron Holdco Inc.
|
Rhode Island | |
McTurbine Inc.
|
Texas | |
Opto Acquisition Inc.
|
Ontario | |
Opto-Electronics Inc.
|
Ontario | |
Textron Atlantic LLC
|
Delaware | |
E-Z-GO Canada Limited
|
Canada | |
Kautex Poland Sp. z.o.o
|
Poland | |
Kautex Textron India Pvt. Ltd.
(liquidation in process)
|
India | |
Klauke Handelsgesellschaft m.b.H.
|
Austria | |
Textron Acquisition Limited
|
England | |
Ransomes Investment LLC
|
Delaware | |
Ransomes America Corporation
|
Delaware | |
Cushman Inc.
|
Delaware | |
Ransomes Inc.
|
Wisconsin | |
STE Holding Inc.
|
Wisconsin | |
Ransomes Limited
|
England | |
Ransomes Jacobsen Limited
|
England | |
Ransomes Pensions Trustee Company Limited
|
England | |
Ransomes Property Developments Limited
|
England | |
Textron Limited
|
England | |
Kautex Textron (UK) Limited
|
England | |
Textron UK Pension Trustee Ltd.
|
England | |
Textron India Private Limited
(99.9%; 1 share Textron Inc.)
|
India | |
Textron International Holding, S.L.
|
Spain | |
Bell Helicopter Supply Center B.V.
|
Netherlands | |
Bell Helicopter Textron Canada Limited/Limitée
|
Canada | |
Bell Helicopter Canada International Inc.
|
Canada | |
Kautex Textron CVS Limited
|
England | |
Kautex Textron Ibérica, S.L.
|
Spain | |
Kautex Textron do Brasil Ltda.
(99.9%; 1 share Textron International Holding, S.L.)
|
Brazil | |
Kautex Textron Portugal Produtos Plasticos, Ldas.
|
Portugal | |
Textron Capital B.V.
|
Netherlands | |
Kautex Textron GmbH & Co. K.G.
(94.82%; 5.18% Textron International Holding, S.L.)
|
Germany | |
Gustav Klauke GmbH
(94.9%; 5.1% Textron International Holding, S.L.)
|
Germany | |
Kautex Lanbao (Changchun) Plastics Products Company, Limited (
55%; 45% Lanbao
Technology Information Co., Ltd.)
|
PRC | |
Textron Germany Holding GmbH
|
Germany | |
Kautex Corporation
|
Nova Scotia | |
Kautex Textron Benelux B.V.B.A.
(99.9%; 1 share Kautex Textron Ibérica, S.L.)
|
Belgium | |
Kautex Textron Bohemia spol. s.r.o.
|
Czech Republic | |
Kautex Textron Italia S.r.l.
(95%; 5% Kautex Textron Ibérica, S.L.)
|
Italy | |
Kautex Japan KK
|
Japan | |
Kautex Shanghai GmbH
|
Germany | |
Kautex (Guangzhou) Plastic Technology Co., Ltd.
|
PRC | |
Kautex (Shanghai) Plastic Products Co. Ltd.
|
PRC | |
Kautex (Shanghai) Plastic Technology Co., Ltd.
|
PRC | |
Kautex Textron de Mexico, S. de R.L. de C.V.
(99.98%; 0.02% Textron International Holding, S.L.)
|
Mexico | |
Kautex Textron Management Services Company de Puebla, S. de R.L. de C.V.
(98%; 2% Textron
International Holding, S.L.)
|
Mexico | |
Textron China Holdings S.R.L.
(99.9576%; 0.04244% Textron International Holding, S.L.)
|
Barbados | |
Textron Trading (Shanghai) Co., Ltd.
|
PRC |
Page 2
Name | Jurisdiction | |
TEXTRON INC.
|
||
Textron Atlantic LLC
|
||
Textron International Holding, S.L.
(continued from prior page)
|
||
Textron France Holding S.A.R.L.
(99.9%; 1 share Textron France E.U.R.L.)
|
France | |
Cessna Citation European Service Center S.A.S.
(99.9%; 1 share Textron France E.U.R.L.)
|
France | |
Textron France E.U.R.L.
|
France | |
Ransomes Jacobsen France S.A.S.
|
France | |
Textron Verwaltungs-GmbH
|
Germany | |
Textron China Inc.
|
Delaware | |
Textron Communications Inc.
|
Delaware | |
Textron Far East Pte. Ltd.
|
Singapore | |
Textron Fastening Systems Inc.
|
Delaware | |
Textron Financial Corporation
|
Delaware | |
Cessna Finance Corporation
|
Kansas | |
Textron Financial Canada Limited
|
Ontario | |
Textron Financial Corporation Receivables Trust 2002-CP-2
|
Delaware | |
Textron Fluid and Power Inc.
|
Delaware | |
Textron Global Services Inc.
|
Delaware | |
Textron International Inc.
|
Delaware | |
Textron IPMP Inc.
|
Delaware | |
Textron Innovations Inc.
|
Delaware | |
Textron Management Services Inc.
|
Delaware | |
Textron Realty Corporation
|
Delaware | |
Textron Rhode Island Inc.
|
Delaware | |
TRAK International, Inc.
|
Delaware | |
Turbine Engine Components Textron (Newington Operations) Inc.
|
Connecticut | |
Westminster Insurance Company
|
Vermont |
Page 3
TEXTRON INC.
|
||||
By: | /s/ Scott C. Donnelly | |||
Scott C. Donnelly | ||||
President and Chief Executive Officer | ||||
/s/ Terrence ODonnell
|
||
|
||
Executive Vice President, General Counsel, | ||
Corporate Secretary and Chief Compliance Officer |
/s/ Lewis B. Campbell
|
||
|
||
Chairman
|
||
|
||
/s/ Scott C. Donnelly
|
||
|
||
President, Chief Executive
Officer and Director
|
||
(principal executive officer)
|
||
|
||
/s/ Kathleen M. Bader
|
||
|
||
Director
|
||
|
||
/s/ R. Kerry Clark
|
||
|
||
Director
|
||
|
||
/s/ Ivor J. Evans
|
||
|
||
Director
|
||
|
||
/s/ Lawrence K. Fish
|
||
|
||
Director
|
||
|
||
/s/ Joe T. Ford
|
||
|
||
Director
|
||
|
||
/s/ Paul E. Gagné
|
||
|
||
Director
|
||
|
||
/s/ Dain M. Hancock
|
||
|
||
Director
|
||
|
||
/s/ Lord Powell of Bayswater KCMG
|
||
|
||
Director
|
||
|
||
/s/ Lloyd G. Trotter
|
||
|
||
Director
|
||
|
||
/s/ Thomas B. Wheeler
|
||
|
||
Director
|
||
|
||
/s/ James L. Ziemer
|
||
|
||
Director
|
||
|
||
/s/ Frank T. Connor
|
||
|
||
Executive Vice President and Chief Financial
Officer (principal financial officer)
|
||
|
||
/s/ Richard L. Yates
|
||
|
||
Acting Chief Financial Officer, Senior Vice
President and Corporate Controller
(principal financial officer and principal
accounting officer)
|
1. | I have reviewed this annual report on Form 10-K of Textron Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: February 25, 2010 | /s/ Scott C. Donnelly | |||
Scott C. Donnelly | ||||
President and Chief Executive Officer | ||||
1. | I have reviewed this annual report on Form 10-K of Textron Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: February 25, 2010 | /s/ Frank T. Connor | |||
Frank T. Connor | ||||
Executive Vice President and Chief Financial Officer | ||||
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 25, 2010 | /s/ Scott C. Donnelly | |||
Scott C. Donnelly | ||||
President and Chief Executive Officer | ||||
(1) | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | ||
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 25, 2010 | /s/ Frank T. Connor | |||
Frank T. Connor | ||||
Executive Vice President and Chief Financial Officer | ||||