[ x ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 05-0315468 | |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
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 [
ü
]
|
Accelerated filer [ ] | |
|
||
Non-accelerated filer [
]
|
Smaller reporting company [ ] | |
(Do not check if a smaller reporting company)
|
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Cessna is the worlds leading general aviation company based on unit sales with two principal lines
of business: Aircraft sales and aftermarket services. Aircraft sales include Citation business
jets, Caravan single-engine utility turboprops, single-engine piston aircraft and lift solutions by
CitationAir. Aftermarket services include parts, maintenance, inspection and repair services.
Revenues in the Cessna segment accounted for approximately 24%, 32% and 40% of our total revenues
in 2010, 2009 and 2008, respectively. Revenues for Cessnas principal lines of business were as
follows:
(In millions)
2010
2009
2008
$
1,896
$
2,733
$
4,941
667
587
721
$
2,563
$
3,320
$
5,662
Bell Helicopter is one of the leading suppliers of military and commercial helicopters, tiltrotor
aircraft, and related spare parts and services in the world. Revenues for Bell accounted for
approximately 31%, 27% and 20% of our total revenues in 2010, 2009 and 2008, respectively.
Revenues by Bells principal lines of business were as follows:
(In millions)
2010
2009
2008
$
1,155
$
925
$
845
845
722
744
1,241
1,195
1,238
$
3,241
$
2,842
$
2,827
Textron Systems product lines consist of unmanned aircraft systems, land and marine systems,
weapons and sensors and a variety of defense and aviation mission support products. Textron
Systems is a supplier to the defense, aerospace and general aviation markets, providing
approximately 19%, 18% and 13% of Textrons revenues in 2010, 2009 and 2008, respectively. While
this segment sells most of its products to U.S. Government customers, it also increasingly sells
products to customers outside the U.S. through foreign military sales sponsored by the U.S.
Government and directly through commercial sales channels. Textron Systems competes on the basis
of technology, contract performance, price, product quality and reliability, product support and
reputation.
(In millions)
2010
2009
2008
$
785
$
634
$
579
503
528
546
284
314
296
407
423
459
$
1,979
$
1,899
$
1,880
Unmanned Aircraft Systems (UAS) consists of the AAI-UAS and AAI-Logistics & Technical Services
businesses, which are operating units of Textron Systems. AAI-UAS is the prime system
integrator for the U.S. Armys premier tactical UAS, the Shadow, which includes the One System
Ground Control Station the U.S. Armys standard for interoperability of manned and unmanned
airborne assets. AAI-Logistics & Technical Services provides logistical support related to the
operation of various unmanned aircraft systems including field operational and maintenance
service support, as well as engineering and supply chain services to government and commercial
customers worldwide.
(In millions)
2010
2009
2008
$
1,640
$
1,287
$
1,763
554
491
720
330
300
435
$
2,524
$
2,078
$
2,918
January 1,
January 2,
(
In millions
)
2011
2010
$
6,858
$
6,416
1,438
1,408
8,296
7,824
2,928
4,893
341
487
160
256
40
47
3,469
5,683
$
11,765
$
13,507
Changing priorities or reductions in the U.S. Government defense budget, including those
related to ongoing military operations in foreign countries;
Changes in worldwide economic and political conditions that impact demand for our
products, interest rates and foreign exchange rates;
Our ability to perform as anticipated and to control costs under contracts with the U.S.
Government;
The U.S. Governments ability to unilaterally modify or terminate its contracts with us
for the U.S. Governments convenience or for our failure to perform, to change applicable
procurement and accounting policies, and, under certain circumstances, to suspend or debar
us as a contractor eligible to receive future contract awards;
Changes in international funding priorities, foreign military budget constraints and
determinations, and government policies on the export and import of military and commercial
products;
Our Finance segments ability to maintain portfolio credit quality and to realize full
value of receivables and of assets acquired upon foreclosure of receivables;
TFCs ability to maintain certain minimum levels of financial performance required under
its committed bank line of credit and under Textrons support agreement with TFC;
Our Finance segments access to financing, including securitizations, at competitive
rates; performance issues with key suppliers, subcontractors and business partners;
Legislative or regulatory actions impacting our operations or demand for our products;
The ability to control costs and successful implementation of various cost-reduction
programs;
The efficacy of research and development investments to develop new products and
unanticipated expenses in connection with the launching of significant new products or
programs, the timing of new product launches and certifications of new aircraft products;
The extent to which we are able to pass raw material price increases through to
customers or offset such price increases by reducing other costs;
Increases in pension expenses and employee and retiree medical benefits;
Uncertainty in estimating reserves, including reserves established to address contingent
liabilities, unrecognized tax benefits and potential losses on TFCs receivables;
Difficult conditions in the financial markets that may adversely impact our customers
ability to fund or finance purchases of our products; and
Continued volatility in the economy resulting in a prolonged downturn in the markets in
which we do business.
Name
Age
Current Position with Textron Inc.
49
Chairman, President and Chief Executive Officer
63
Executive Vice President Administration and Chief
Human Resources Officer
51
Executive Vice President and Chief Financial Officer
66
Executive Vice President, General Counsel,
Corporate Secretary and Chief Compliance Officer
2010
2009
Dividends
Dividends
High
Low
per Share
High
Low
per Share
$
23.46
$
17.96
0.02
$
16.52
$
3.57
0.02
25.30
15.88
0.02
14.37
7.13
0.02
21.52
16.02
0.02
20.99
8.51
0.02
24.18
19.92
0.02
21.00
17.55
0.02
2005
2006
2007
2008
2009
2010
$
100.00
$
123.94
$
191.40
$
38.35
$
52.43
$
66.16
100.00
115.80
122.16
76.96
97.33
111.99
100.00
125.16
149.34
94.77
118.12
135.98
100.00
108.61
113.34
54.97
60.55
71.87
(
Dollars in millions, except per share amounts
)
2010
2009
2008
2007
2006
$
2,563
$
3,320
$
5,662
$
5,000
$
4,156
3,241
2,842
2,827
2,581
2,347
1,979
1,899
1,880
1,114
790
2,524
2,078
2,918
2,825
2,611
218
361
723
875
798
$
10,525
$
10,500
$
14,010
$
12,395
$
10,702
$
(29
)
$
198
$
905
$
865
$
645
427
304
278
144
108
230
240
251
174
92
162
27
67
173
149
(237
)
(294
)
(50
)
222
210
553
475
1,451
1,578
1,204
(190
)
(317
)
(526
)
(137
)
(164
)
(171
)
(257
)
(207
)
(140
)
(143
)
(125
)
(87
)
(90
)
6
76
(305
)
(368
)
(247
)
$
92
$
(73
)
$
324
$
866
$
660
$
0.33
$
(0.28
)
$
1.32
$
3.47
$
2.59
$
0.30
$
(0.28
)
$
1.29
$
3.40
$
2.53
$
0.08
$
0.08
$
0.92
$
0.85
$
0.78
$
10.78
$
10.38
$
9.75
$
13.99
$
10.51
$
25.30
$
21.00
$
71.69
$
74.40
$
49.48
$
15.88
$
3.57
$
10.09
$
43.60
$
37.76
$
23.64
$
18.81
$
15.37
$
71.62
$
46.88
274,452
262,923
246,208
249,792
255,098
302,555
262,923
250,338
254,826
260,444
275,739
272,272
242,041
250,061
251,192
$
15,282
$
18,940
$
20,031
$
20,002
$
17,594
$
2,302
$
3,584
$
2,569
$
2,146
$
1,796
$
3,660
$
5,667
$
7,388
$
7,311
$
6,862
$
2,972
$
2,826
$
2,366
$
3,507
$
2,649
32
%
39
%
46
%
32
%
29
%
44
%
56
%
52
%
38
%
40
%
$
270
$
238
$
545
$
379
$
415
$
334
$
344
$
331
$
284
$
257
$
702
$
844
$
966
$
804
$
771
(a)
Special charges include restructuring charges of $99 million, $237 million and $64 million
in 2010, 2009 and 2008, respectively, primarily related to severance and asset impairment
charges. In addition, in the third quarter of 2010, special charges include a $91 million
non-cash pre-tax charge to reclassify a foreign exchange loss from equity to the income
statement as a result of substantially liquidating a Finance segment entity. In 2009, special
charges also include a goodwill impairment charge of $80 million in the Industrial segment.
In 2008, special charges also include charges related to strategic actions taken in the
Finance segment to exit portions of the commercial finance business, including an impairment
charge of $169 million for unrecoverable goodwill and the initial pre-tax mark-to-market
adjustment of $293 million related to the designation of a portion of our finance receivables
as held for sale.
(b)
For 2008, basic and diluted shares outstanding have been recast to reflect the adoption of a
new accounting standard in 2009 that required restricted stock units with nonforfeitable
rights to dividends to be included in the calculation of earnings per share as participating
securities using the two-class method. Prior to 2008, we did not grant this type of restricted
stock unit. Amounts for 2006 have been restated to reflect a two-for-one stock split in 2007.
(c)
For 2009, the potential dilutive effect of stock options, restricted stock units and the
shares that could be issued upon the conversion of our 4.50% Convertible Senior Notes and upon
the exercise of the related warrants was excluded from the computation of diluted
weighted-average shares outstanding as the shares would have an anti-dilutive effect on the
loss from continuing operations.
(Dollars in millions, except per share amounts)
2010
2009
2008
$
10,525
$
10,500
$
14,010
8,605
8,468
10,583
1,231
1,338
1,590
190
317
526
730
738
407
0.30
(0.28
)
1.29
(Dollars in millions)
2010
2009
2008
$
10,525
$
10,500
$
14,010
%
(25)%
Higher revenues of $446 million in the Industrial segment, largely due to higher volume
reflecting improvements in the automotive industry;
Bells revenue increased $399 million, primarily due to higher V-22 and H-1 volume and
improved pricing in its commercial business; and
Textron Systems revenue increased $80 million, primarily due to higher UAS volume;
Partially offset by lower revenues at Cessna of $757 million, primarily due to lower
business jet volume; and
A $143 million reduction in Finance segment revenues, largely due to lower average
finance receivables resulting from the continued liquidation.
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, primarily at Bell and Cessna.
(Dollars in millions)
2010
2009
2008
$
8,605
$
8,468
$
10,583
2
%
(20
)%
16.5
%
16.5
%
20.4
%
(Dollars in millions)
2010
2009
2008
$
1,231
$
1,338
$
1,590
(8
)%
(16
)%
(Dollars in millions)
2010
2009
2008
$
190
$
317
$
526
(40
)%
(40
)%
(Dollars in millions)
2010
2009
2008
$
270
$
309
$
448
(13
)%
(31
)%
% Change
(Dollars in millions)
2010
2009
2008
2010
2009
$
2,563
$
3,320
$
5,662
(23
)%
(41
)%
2,592
3,122
4,757
(17
)%
(34
)%
(29
)
198
905
(115
)%
(78
)%
(1
)%
6
%
16
%
$
2,928
$
4,893
$
14,530
(40
)%
(66
)%
2010 versus
(In millions)
2009
$
(798
)
41
$
(757
)
2009 versus
(In millions)
2008
$
(2,390
)
48
$
(2,342
)
2010 versus
(In millions)
2009
$
(253
)
95
(19
)
(50
)
$
(227
)
2009 versus
(In millions)
2008
$
(883
)
131
50
(5
)
$
(707
)
% Change
(Dollars in millions)
2010
2009
2008
2010
2009
$
1,155
$
925
$
845
25
%
9
%
845
722
744
17
%
(3
)%
1,241
1,195
1,238
4
%
(3
)%
3,241
2,842
2,827
14
%
1
%
2,814
2,538
2,549
11
%
427
304
278
40
%
9
%
13
%
11
%
10
%
$
7,199
$
6,903
$
6,192
4
%
11
%
2010 versus
(In millions)
2009
$
332
67
$
399
2009 versus
(In millions)
2008
$
(79
)
94
$
15
2010 versus
(In millions)
2009
$
106
23
(6
)
$
123
$73 million attributable to the V-22 and H-1 programs, resulting from a $38 million
favorable impact from efficiencies realized in connection with the ramp-up of production
lines, $21 million in profit recognized in the second quarter of 2010 related to the
reimbursement of prior year costs and $14 million of lower material costs; and
An $18 million net improvement from unfavorable adjustments recorded in 2009 for the 429
program that did not occur in 2010;
Partially offset by $14 million in higher research and development costs.
2009 versus
(In millions)
2008
$
(40
)
19
47
$
26
% Change
(Dollars in millions)
2010
2009
2008
2010
2009
$
1,979
$
1,899
$
1,880
4
%
1
%
1,749
1,659
1,629
5
%
2
%
230
240
251
(4
)%
(4
)%
12
%
13
%
13
%
$
1,598
$
1,664
$
2,190
(4
)%
(24
)%
2010 versus
(In millions)
2009
$
83
(3
)
$
80
2009 versus
(In millions)
2008
$
15
4
$
19
2010 versus
(In millions)
2009
$
9
(14
)
(5
)
$
(10
)
2009 versus
(In millions)
2008
$
(10
)
(1
)
$
(11
)
% Change
(Dollars in millions)
2010
2009
2008
2010
2009
$
1,640
$
1,287
$
1,763
27
%
(27
)%
884
791
1,155
12
%
(32
)%
2,524
2,078
2,918
21
%
(29
)%
2,362
2,051
2,851
15
%
(28
)%
162
27
67
500
%
(60
)%
6
%
1
%
2
%
2010 versus
(In millions)
2009
$
473
(34
)
7
$
446
2009 versus
(In millions)
2008
$
(801
)
(51
)
12
$
(840
)
2010 versus
(In millions)
2009
$
127
76
(59
)
(9
)
$
135
2009 versus
(In millions)
2008
$
(265
)
211
21
(7
)
$
(40
)
% Change
(Dollars in millions)
2010
2009
2008
2010
2009
$
218
$
361
$
723
(40
)%
(50
)%
(237
)
(294
)
(50
)
(19
)%
488
%
(109
)%
(81
)%
(7
)%
$141 million in lower average finance receivables of $1.8 billion and lower servicing
fees, investment and other income;
$54 million in lower gains on debt extinguishment;
$26 million impact of variable-rate receivable with interest rate floors;
Partially offset by an $81 million impact from lower portfolio losses; and
$28 million in lower securitization losses, net of gains.
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 billion;
$37 million in higher suspended earnings on nonaccrual finance receivables;
Partially offset by $55 million in gains on debt extinguishment.
January 1,
January 2,
(Dollars in millions)
2011
2010
$
4,213
$
6,206
850
1,040
342
341
20.17
%
16.75
%
23.82
%
15.57
%
40.30
%
32.80
%
8.13
%
5.49
%
9.77
%
9.17
%
$
411
$
569
157
119
107
112
January 1,
January 2,
(In millions)
2011
2010
$
898
$
1,748
2,302
3,584
2,972
2,826
5,274
6,410
32.1%
39.4%
43.6%
55.9%
$
33
$
144
3,660
5,667
(In millions)
2010
2009
2008
$
730
$
738
$
407
(353
)
(288
)
(637
)
(1,215
)
563
(159
)
(In millions)
2010
2009
2008
$
505
$
349
$
142
(383
)
(270
)
(625
)
The cash flows from continuing operations for the Finance group are summarized below:
(In millions)
2010
2009
2008
$
(35
)
$
196
$
167
2,305
2,153
(64
)
(2,383
)
(2,235
)
(146
)
(In millions)
2010
2009
2008
$
993
$
1,032
$
764
1,549
1,728
(408
)
(3,493
)
(1,633
)
(788
)
(In millions)
2010
2009
2008
$
(416
)
$
(654
)
$
(1,019
)
840
831
728
(30
)
(40
)
9
(2
)
403
137
(293
)
383
270
625
(505
)
(349
)
(142
)
30
40
(13
)
(105
)
(39
)
483
$
298
$
98
$
190
The cash flows from discontinued operations are summarized below:
(In millions)
2010
2009
2008
$
(9
)
$
(17
)
$
(14
)
211
471
(2
)
2016 and
(In millions)
2011
2012
2013
2014
2015
Thereafter
Total
$
19
$
161
$
921
$
7
$
357
$
945
$
2,410
130
124
105
79
68
242
748
20
22
22
21
20
228
333
60
56
52
49
45
352
614
76
141
67
38
33
240
595
55
46
38
31
27
152
349
1,360
332
139
40
7
2
1,880
$
1,720
$
882
$
1,344
$
265
$
557
$
2,161
$
6,929
2016 and
(In millions)
2011
2012
2013
2014
2015
Thereafter
Total
$
$
1,440
$
$
$
$
$
1,440
400
76
578
136
36
130
1,356
86
78
86
68
96
116
530
300
300
80
57
40
31
30
46
284
5
1
1
1
8
$
571
$
1,652
$
705
$
236
$
162
$
592
$
3,918
*
Securitized debt 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.
**
Interest payments reflect the current interest rate paid on the related debt. They do not
include anticipated changes in market interest rates, which could have an impact on the
interest rate according to the terms of the related debt.
Our financial results are affected by changes in foreign currency exchange rates and economic
conditions in the foreign markets in which our products are manufactured and/or sold. The impact
of foreign exchange rate changes for 2010 and 2009 from the prior year for each period is provided
below:
(In millions)
2010
2009
$
(34
)
$
(51
)
(7
)
(2
)
In the normal course of business, we enter into financial instruments for purposes other than
trading. To quantify the market risk inherent in our financial instruments, we utilize a
sensitivity analysis. The financial instruments that are subject to market risk (interest rate
risk, foreign exchange rate risk and equity price risk) include finance receivables (excluding
lease receivables), debt (excluding lease obligations), interest rate exchange agreements and
foreign currency exchange contracts.
2010
2009
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
$
(549
)
$
(549
)
$
(55
)
$
(589
)
$
(545
)
$
(55
)
42
42
39
58
58
46
$
(507
)
$
(507
)
$
(16
)
$
(531
)
$
(487
)
$
(9
)
$
(2,172
)
$
(2,698
)
$
(22
)
$
(3,474
)
$
(3,762
)
$
(37
)
$
3,758
$
3,544
$
114
$
5,952
$
5,494
$
135
(3,975
)
(3,843
)
(47
)
(6,115
)
(5,887
)
(54
)
34
34
1
58
58
4
(8
)
(8
)
(2
)
(1
)
(1
)
(1
)
$
(191
)
$
(273
)
$
66
$
(106
)
$
(336
)
$
84
*
The value represents an asset or (liability).
Page
38
39
41
42
43
44
46
83
84
/s/ Frank T. Connor
Frank T. Connor
Executive Vice President and Chief Financial Officer
Boston, Massachusetts
March 1, 2011
Boston, Massachusetts
March 1, 2011
(In millions, except per share data)
2010
2009
2008
$
10,307
$
10,139
$
13,287
218
361
723
10,525
10,500
14,010
8,605
8,468
10,583
1,231
1,338
1,590
190
317
526
143
267
234
270
309
448
(50
)
10,439
10,649
13,381
86
(149
)
629
(6
)
(76
)
305
92
(73
)
324
(6
)
42
162
$
86
$
(31
)
$
486
$
0.33
$
(0.28
)
$
1.32
(0.02
)
0.16
0.65
$
0.31
$
(0.12
)
$
1.97
$
0.30
$
(0.28
)
$
1.29
(0.02
)
0.16
0.65
$
0.28
$
(0.12
)
$
1.94
January 1,
January 2,
(In millions, except share data)
2011
2010
$
898
$
1,748
892
894
2,277
2,273
980
985
5,047
5,900
1,932
1,968
1,632
1,622
1,722
1,938
10,333
11,428
33
144
3,871
5,865
413
819
632
684
4,949
7,512
$
15,282
$
18,940
$
19
$
134
622
569
2,016
2,039
2,657
2,742
2,993
3,253
2,283
3,450
7,933
9,445
391
564
326
438
3,660
5,667
4,377
6,669
12,310
16,114
35
35
1,301
1,369
3,037
2,973
(1,316
)
(1,321
)
3,057
3,056
85
230
2,972
2,826
$
15,282
$
18,940
Accumu-
lated
Other
Total
Compre-
Share-
Preferred
Common
Capital
Retained
Treasury
hensive
holders
(In millions, except per share data)
Stock
Stock
Surplus
Earnings
Stock
Loss
Equity
$
2
$
32
$
1,193
$
2,766
$
(86
)
$
(400
)
$
3,507
486
486
(195
)
(195
)
(73
)
(73
)
(803
)
(803
)
35
35
14
14
(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
86
86
(2
)
(2
)
14
14
(112
)
(112
)
74
74
31
31
91
(22
)
(22
)
22
22
7
7
(94
)
145
51
(3
)
(3
)
$
$
35
$
1,301
$
3,037
$
(85
)
$
(1,316
)
$
2,972
Consolidated
(In millions)
2010
2009
2008
$
86
$
(31
)
$
486
(6
)
42
162
92
(73
)
324
393
409
400
143
267
234
112
162
8
(15
)
293
19
144
191
69
(265
)
(43
)
109
82
103
(1
)
17
15
(10
)
803
(662
)
36
(250
)
(68
)
54
(535
)
276
(455
)
78
(33
)
424
177
(291
)
31
25
993
1,032
764
(9
)
(17
)
(14
)
984
1,015
750
(450
)
(3,005
)
(10,860
)
1,635
4,011
10,630
528
594
518
(57
)
(109
)
(270
)
(238
)
(545
)
129
236
22
117
15
(100
)
34
13
21
1,549
1,728
(408
)
211
471
1,549
1,939
63
2,970
(1,467
)
(63
)
231
918
1,461
(2,241
)
(4,163
)
(1,922
)
(1,637
)
218
(412
)
222
582
(140)
333
6
50
(533
)
(22
)
(21
)
(284
)
(3,493
)
(1,633
)
(788
)
(2
)
(3,493
)
(1,633
)
(790
)
(1
)
24
(7
)
(961
)
1,345
16
1,892
547
531
$
931
$
1,892
$
547
Manufacturing Group
Finance Group
(In millions)
2010
2009
2008
2010
2009
2008
$
314
$
175
$
947
$
(228
)
$
(206
)
$
(461
)
(6
)
42
162
320
133
785
(228
)
(206
)
(461
)
505
349
142
(383
)
(270
)
(625
)
362
373
360
31
36
40
143
267
234
112
162
8
(15
)
293
18
144
11
1
180
131
(61
)
51
(62
)
(204
)
(94
)
110
112
103
(1
)
(30
)
(1
)
17
15
(11
)
810
(648
)
9
(255
)
(98
)
32
(5
)
18
54
(535
)
276
(384
)
(85
)
21
(71
)
166
(54
)
6
14
25
11
730
738
407
(35
)
196
167
(9
)
(17
)
(14
)
721
721
393
(35
)
196
167
(866
)
(3,659
)
(11,879
)
2,348
4,804
11,245
655
644
631
(57
)
(109
)
(270
)
(238
)
(537
)
(8
)
129
236
22
117
15
(100
)
(26
)
(50
)
9
39
11
10
(353
)
(288
)
(637
)
2,305
2,153
(64
)
211
471
(353
)
(77
)
(166
)
2,305
2,153
(64
)
1,230
1,740
(1,167
)
(63
)
(300
)
595
231
323
1,461
(130
)
(392
)
(348
)
(2,111
)
(3,771
)
(1,574
)
(869
)
867
(768
)
(649
)
(412
)
222
98
(280
)
(133
)
(111
)
280
133
582
(140
)
333
6
50
(533
)
383
270
625
30
40
(22
)
(21
)
(284
)
(505
)
(349
)
(142
)
(1,215
)
563
(159
)
(2,383
)
(2,235
)
(146
)
(2
)
(1,215
)
563
(161
)
(2,383
)
(2,235
)
(146
)
(3
)
10
(6
)
2
14
(1
)
(850
)
1,217
60
(111
)
128
(44
)
1,748
531
471
144
16
60
$
898
$
1,748
$
531
$
33
$
144
$
16
(In millions)
2010
2009
2008
$
403
$
401
$
465
299
443
501
$
702
$
844
$
966
(In millions)
2010
2009
2008
$
$
48
$
796
(6
)
(2
)
63
(38
)
12
(6
)
36
51
6
111
$
(6
)
$
42
$
162
Textron
(In millions)
Cessna
Bell
Systems
Industrial
Finance
Total
$
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
1
16
5
22
(12
)
(12
)
$
322
$
31
$
974
$
305
$
$
1,632
January 1, 2011
January 2, 2010
Weighted-
Average
Gross
Gross
Amortization
Carrying
Accumulated
Carrying
Accumulated
(Dollars in millions)
Period (in years)
Amount
Amortization
Net
Amount
Amortization
Net
13
$
412
$
(115
)
$
297
$
407
$
(77
)
$
330
10
101
(53
)
48
101
(43
)
58
18
35
(16
)
19
34
(14
)
20
8
22
(15
)
7
19
(15
)
4
$
570
$
(199
)
$
371
$
561
$
(149
)
$
412
January 1,
January 2,
(In millions)
2011
2010
$
496
$
470
416
447
912
917
(20
)
(23
)
$
892
$
894
(Dollars in millions)
January 1, 2011
January 2, 2010
$ 2,120
46
%
$ 2,535
36
%
212
5
417
6
876
19
1,085
16
894
19
1,302
18
317
7
349
5
207
4
1,337
19
4,626
100
%
7,025
100
%
342
341
413
819
$ 3,871
$ 5,865
January 1,
January 2,
(In millions)
2011
2010
$
2,130
$
2,509
859
1,073
501
1,137
279
313
262
403
182
771
$
4,213
$
6,206
January 1, 2011
January 2, 2010
(In millions)
Performing
Watchlist
Nonaccrual
Total
Performing
Watchlist
Nonaccrual
Total
$
1,713
$
238
$
169
$
2,120
$
1,974
$
275
$
286
$
2,535
138
51
23
212
243
74
16
333
163
303
219
685
386
249
254
889
222
77
382
681
450
474
378
1,302
290
27
317
313
31
5
349
130
11
57
198
533
164
101
798
$
2,656
$
707
$
850
$
4,213
$
3,899
$
1,267
$
1,040
$
6,206
63.0
%
16.8
%
20.2
%
62.8
%
20.4
%
16.8
%
Less Than
Greater Than
31 Days
31-60 Days
61-90 Days
90 Days
(In millions)
Past Due
Past Due
Past Due
Past Due
Total
January 1, 2011
$
1,964
$
67
$
41
$
48
$
2,120
171
13
9
19
212
543
12
7
123
685
533
14
6
128
681
317
317
166
2
1
29
198
$
3,694
$
108
$
64
$
347
$
4,213
January 2, 2010
$
2,259
$
102
$
96
$
78
$
2,535
300
11
11
11
333
615
60
106
108
889
1,213
6
83
1,302
344
5
349
703
24
4
67
798
$
5,434
$
203
$
217
$
352
$
6,206
Golf
Golf
Other
(In millions)
Aviation
Equipment
Mortgage
Timeshare
Liquidating
Total
For the year ended January 1, 2011
$
147
$
4
$
175
$
355
$
16
$
697
144
5
178
385
15
727
45
2
39
102
3
191
187
5
182
356
21
751
17
138
69
30
254
21
146
74
89
330
14
1
118
70
58
261
164
4
313
424
46
951
165
5
324
459
104
1,057
45
2
39
102
3
191
201
6
300
426
79
1,012
For the year ended January 2, 2010
$
258
$
3
$
179
$
354
$
53
$
847
258
3
179
366
53
859
46
1
32
59
15
153
98
1
96
234
69
498
39
84
142
89
354
39
86
137
90
352
37
94
82
28
241
297
3
263
496
142
1,201
297
3
265
503
143
1,211
46
1
32
59
15
153
135
1
190
316
97
739
A rollforward of the allowance for losses on finance receivables held for investment and a summary
of its composition, based on how the underlying finance receivables are evaluated for impairment,
is presented below. The finance receivables reported in the following table specifically exclude
$279 million and $313 million of leveraged leases at January 1, 2011 and January 2, 2010,
respectively, in accordance with authoritative accounting standards:
Golf
Golf
Other
(In millions)
Aviation
Equipment
Mortgage
Timeshare
Liquidating
Total
For the year ended January 1, 2011
$
114
$
9
$
65
$
79
$
74
$
341
37
14
66
38
(12
)
143
(44
)
(7
)
(52
)
(11
)
(28
)
(142
)
$
107
$
16
$
79
$
106
$
34
$
342
45
2
39
102
3
191
62
14
40
4
31
151
$
164
$
4
$
313
$
424
$
41
$
946
1,956
208
372
257
195
2,988
$
2,120
$
212
$
685
$
681
$
236
$
3,934
For the year ended January 2, 2010
$
29
$
9
$
52
$
35
$
66
$
191
111
9
45
47
55
267
(26
)
(9
)
(32
)
(3
)
(47
)
(117
)
$
114
$
9
$
65
$
79
$
74
$
341
46
1
32
59
15
153
68
8
33
20
59
188
$
297
$
3
$
263
$
496
$
137
$
1,196
2,238
330
626
806
697
4,697
$
2,535
$
333
$
889
$
1,302
$
834
$
5,893
Our Finance group provides financing for retail purchases and leases for new and used aircraft and
equipment manufactured by our Manufacturing group. The captive finance receivables for these
inventory sales that are included in the Finance groups balance sheets are summarized below:
January 1,
January 2,
(In millions)
2011
2010
$
1,652
$
1,462
220
388
18
72
$
1,890
$
1,922
At the end of 2010 and 2009, approximately $413 million and $819 million of finance receivables
were classified as held for sale. A significant portion of the reduction in these finance
receivables related to sales, primarily in the distribution finance and asset-based lending
portfolios. We received proceeds of $582 million and $569 million in 2010 and 2009, respectively,
from the sale of these receivables and $86 million and $208 million, respectively, from
collections. In the fourth quarter of 2010, we reclassified $219 million of timeshare finance
receivables from held for investment to held for sale as a result of an unanticipated inquiry we
have received to purchase these finance receivables; we determined a sale of these finance
receivables would be consistent with our goal to maximize the economic value of our portfolio and
accelerate cash collections. At the end of 2010, the remaining finance receivables held for sale
primarily are composed of assets in the timeshare and golf mortgage product lines.
January 1,
January 2,
(In millions)
2011
2010
$
784
$
735
2,125
1,861
506
613
3,415
3,209
(1,138
)
(936
)
$
2,277
$
2,273
January 1,
January 2,
(In millions)
2011
2010
$
1,453
$
1,426
3,348
3,208
4,801
4,634
(2,869
)
(2,666
)
$
1,932
$
1,968
January 1,
January 2,
(In millions)
2011
2010
$
715
$
791
275
244
242
263
161
72
82
85
62
51
479
533
$
2,016
$
2,039
(In millions)
2010
2009
2008
$
263
$
278
$
313
189
174
189
(231
)
(217
)
(198
)
21
28
(26
)
$
242
$
263
$
278
*
Adjustments include changes to prior year estimates, new issues on prior year sales and
currency translation adjustments.
January 1,
January 2,
(In millions)
2011
2010
$
19
$
134
13
13
128
1,167
154
154
315
345
504
471
350
350
350
350
250
250
231
240
135
116
2,302
3,584
(19
)
(134
)
2,283
3,450
$
2,302
$
3,584
$
$
1,635
374
419
52
52
553
578
111
111
14
10
252
222
1,440
1,740
530
559
300
300
34
41
$
3,660
$
5,667
*
Variable-rate notes totaled $0.3 billion and $1.4 billion at January 1, 2011 and January 2,
2010, respectively.
(In millions)
2011
2012
2013
2014
2015
$
19
$
161
$
921
$
7
$
357
486
1,594
664
204
132
$
505
$
1,755
$
1,585
$
211
$
489
Notional Amount
Asset (Liability)
January 1,
January 2,
January 1,
January 2,
(In millions)
Borrowing Group
2011
2010
2011
2010
Finance
$
628
$
1,333
$
34
$
43
Finance
161
18
Finance
51
51
Manufacturing
534
696
39
54
$
1,213
$
2,190
$
124
$
115
Finance
$
451
$
32
$
(6
)
$
(3
)
Manufacturing
101
80
(2
)
(5
)
$
552
$
112
$
(8
)
$
(8
)
*
Interest rate exchange contracts represent fair value hedges.
Notional Amount
Asset (Liability)
January 1,
January 2,
January 1,
January 2,
(In millions)
Borrowing Group
2011
2010
2011
2010
Finance
$
141
$
531
$
(1
)
$
(13
)
Manufacturing
224
3
$
141
$
755
$
(1
)
$
(10
)
(In millions)
Gain (Loss) Location
2010
2009
Interest expense
$
25
$
(13
)
Finance charges
(11
)
10
Balance at
Gain (Loss)
January 1,
January 2,
(In millions)
2011
2010
2010
2009
$
504
$
686
$
(148
)
$
(165
)
413
819
(22
)
(14
)
149
156
(47
)
(61
)
61
(80
)
7
13
(15
)
(47
)
January 1, 2011
January 2, 2010
Carrying
Estimated
Carrying
Estimated
(In millions)
Value
Fair Value
Value
Fair Value
$
(2,172
)
$
(2,698
)
$
(3,474
)
$
(3,762
)
3,345
3,131
5,159
4,703
68
56
(3,660
)
(3,528
)
(5,667
)
(5,439
)
(In thousands)
2010
2009
2008
272,272
242,041
250,061
(11,649
)
336
10
1,147
31
556
60
2,682
5,460
2,060
23,805
418
400
362
275,739
272,272
242,041
(In thousands)
2010
2009
2008
274,452
262,923
246,208
27,450
653
4,130
302,555
262,923
250,338
Before-Tax
Tax (Expense)
Net-of-Tax
(In millions)
Amount
Benefit
Amount
$
44
$
(46
)
$
(2
)
17
(3
)
14
(186
)
74
(112
)
91
(17
)
74
49
(18
)
31
$
15
$
(10
)
$
5
$
16
$
7
$
23
90
(23
)
67
6
(31
)
(25
)
30
(9
)
21
25
(10
)
15
$
167
$
(66
)
$
101
$
(210
)
$
15
$
(195
)
(91
)
18
(73
)
(1,298
)
495
(803
)
31
4
35
25
(11
)
14
$
(1,543
)
$
521
$
(1,022
)
Pension
Foreign
and
Deferred
Currency
Postretirement
Gains (Losses)
Translation
Benefits
on Hedge
(In millions)
Adjustment
Adjustments
Contracts
Total
$
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
)
(2
)
(112
)
14
(100
)
74
74
41
(10
)
31
$
82
$
(1,425
)
$
27
$
(1,316
)
Restructuring Program
Severance
Curtailment
Asset
Contract
Total
Other
(In millions)
Costs
Charges, Net
Impairments
Terminations
Restructuring
Charges
Total
$
34
$
$
6
$
3
$
43
$
$
43
7
1
3
11
91
102
1
1
1
5
9
1
15
15
10
10
10
19
19
19
$
76
$
$
16
$
7
$
99
$
91
$
190
$
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
In the fourth quarter of 2008, we initiated a restructuring program to reduce overhead costs and
improve productivity across the company and announced the exit of portions of our commercial
finance business. This restructuring program primarily included corporate and segment direct and
indirect workforce reductions and the closure and consolidation of certain operations. In the
fourth quarter of 2010, we initiated the final series of restructuring actions under this program,
which included workforce reductions in the Bell, Systems and Industrial segments and at Corporate,
along with the decision to exit a plant in the Industrial segment. With the completion of this
program at the end of 2010, we have terminated approximately 12,100 positions worldwide
representing approximately 28% of our global workforce since the inception of the program and have
exited 30 leased and owned facilities and plants.
Severance
Curtailment
Asset
Contract
Total
(In millions)
Costs
Charges, Net
Impairments
Terminations
Restructuring
$
119
$
26
$
60
$
10
$
215
33
1
12
5
51
41
1
42
27
(4
)
18
4
45
19
19
25
2
1
28
$
264
$
25
$
90
$
21
$
400
Severance
Curtailment
Asset
Contract
(In millions)
Costs
Charges, Net
Impairment
Terminations
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
79
16
7
102
(3
)
(3
)
(16
)
(16
)
(67
)
(5
)
(72
)
$
57
$
$
$
5
$
62
In the third quarter of 2010, we substantially liquidated the assets held by a Canadian entity
within the Finance segment. Accordingly, we recorded a non-cash charge of $91 million ($74 million
after-tax) within special charges to reclassify the entitys cumulative currency translation
adjustment amount within other comprehensive income to the Statement of Operations. The
reclassification of this amount had no impact on shareholders equity.
(In millions)
2010
2009
2008
$
86
$
81
$
(78
)
(1
)
2
100
(32
)
(30
)
29
$
53
$
53
$
51
The stock option compensation cost calculated under the fair value approach is recognized over the
vesting period of the stock options. The weighted-average fair value of options granted per share
was $7, $2 and $14 for 2010, 2009 and 2008, respectively. We estimate the fair value of options
granted on the date of grant using the Black-Scholes option-pricing model. Expected volatilities
are based on implied volatilities from traded options on our common stock, historical volatilities
and other factors. We use historical data to estimate option exercise behavior, adjusted to
reflect anticipated increases in expected life.
2010
2009
2008
0.4
%
1.4
%
1.7
%
37.0
%
50.0
%
30.0
%
2.6
%
2.0
%
2.8
%
5.5
5.0
5.1
(In millions)
2010
2009
2008
$
1
$
$
28
8
40
10
2010
2009
2008
Weighted-
Weighted-
Weighted-
Average
Average
Average
Number of
Exercise
Number of
Exercise
Number of
Exercise
(Options in thousands)
Options
Price
Options
Price
Options
Price
8,545
$
35.67
9,021
$
38.51
9,024
$
35.37
1,969
20.49
859
6.50
1,692
53.46
(348
)
20.63
(10
)
19.45
(1,147
)
34.26
(3,240
)
44.15
(1,325
)
36.16
(548
)
41.86
6,926
$
28.15
8,545
$
35.67
9,021
$
38.51
4,111
$
32.89
6,177
$
35.82
5,774
$
32.45
For restricted stock units paid in stock that were issued prior to 2008 and for all restricted
stock units payable in cash, the fair value is based on the trading price of our common stock on
the grant date, less required adjustments to reflect the fair value of the awards as dividends are
not paid or accrued on these units until the restricted stock units vest. For restricted stock
units paid in stock that were issued subsequent to 2007, cash dividends are paid on a quarterly
basis prior to vesting. The fair value of these units is based solely on the trading price of our
common stock on the grant date. The weighted-average grant date fair value of restricted stock
units paid in stock that were granted in 2008 was approximately $53 per share. No restricted stock
units paid in stock were granted in 2010 or 2009.
Units Payable in Stock
Units Payable in Cash
Weighted-
Weighted-
Number of
Average Grant
Number of
Average Grant
(Shares in thousands)
Shares
Date Fair Value
Shares
Date Fair Value
1,290
$
46.02
2,498
$
8.65
1,904
20.23
(447
)
(42.92
)
(568
)
(7.38
)
(81
)
(48.75
)
(362
)
(14.48
)
762
$
47.55
3,472
$
14.60
Weighted-
Average Grant
Number of
Date Fair
(Shares in thousands)
Shares
Value
1,664
$
13.82
513
20.21
(280
)
(54.17
)
1,897
$
9.59
The value of the share-based compensation awards that vested and/or were paid during the respective
periods is as follows:
(In millions)
2010
2009
2008
$
31
$
42
$
47
13
1
10
11
21
10
5
10
40
9
1
3
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2010
2009
2008
2010
2009
2008
$
124
$
116
$
146
$
8
$
8
$
8
328
323
322
34
38
40
(385
)
(404
)
(427
)
16
18
19
(4
)
(5
)
(5
)
41
10
25
11
8
15
2
34
18
(5
)
(4
)
$
126
$
97
$
99
$
49
$
44
$
58
$
(41
)
$
(10
)
$
(25
)
$
(11
)
$
(8
)
$
(15
)
171
(58
)
1,320
24
(32
)
(16
)
(48
)
(19
)
4
10
5
5
26
7
(16
)
2
(27
)
(1
)
(18
)
$
118
$
(90
)
$
1,265
$
(23
)
$
28
$
(69
)
$
244
$
7
$
1,364
$
26
$
72
$
(11
)
Postretirement
Benefits
Pension
Other than
(In millions)
Benefits
Pensions
$
75
$
11
16
(8
)
$
91
$
3
All of our plans are measured as of our fiscal year-end. The changes in the projected benefit
obligation and in the fair value of plan assets, along with our funded status, are as follows:
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2010
2009
2010
2009
$
5,470
$
5,327
$
646
$
636
124
116
8
8
328
323
34
38
5
26
(16
)
2
5
5
292
(2
)
22
(330
)
(315
)
(63
)
(67
)
(10
)
51
(55
)
(2
)
(1
)
2
$
5,877
$
5,470
$
614
$
646
$
4,005
$
3,823
$
$
505
496
390
51
(330
)
(315
)
(40
)
(9
)
45
(2
)
(55
)
$
4,559
$
4,005
$
$
$
(1,318
)
$
(1,465
)
$
(614
)
$
(646
)
Postretirement Benefits
Pension Benefits
Other than Pensions
(In millions)
2010
2009
2010
2009
$
58
$
51
$
$
(22
)
(22
)
(60
)
(63
)
(1,354
)
(1,494
)
(554
)
(583
)
1,977
1,851
120
131
138
150
(35
)
(23
)
(In millions)
2010
2009
$
5,706
$
5,328
5,288
4,929
4,329
3,813
Postretirement Benefits
Pension Benefits
Other than Pensions
2010
2009
2008
2010
2009
2008
6.20
%
6.61
%
5.99
%
5.50
%
6.25
%
6.00
%
8.26
%
8.58
%
8.66
%
4.00
%
4.36
%
4.48
%
5.71
%
6.19
%
6.28
%
5.50
%
5.50
%
6.25
%
3.99
%
4.00
%
4.47
%
2010
2009
8
%
7
%
9
%
10
%
5
%
5
%
2020
2019
One-
One-
Percentage-
Percentage-
Point
Point
(In millions)
Increase
Decrease
$
3
$
(3
)
39
(34
)
(In millions)
Level 1
Level 2
Level 3
$
3
$
178
$
1,052
469
688
251
39
570
10
432
2
103
324
337
101
$
1,794
$
2,003
$
762
$
9
$
128
$
900
409
610
220
504
463
148
313
301
$
1,519
$
1,872
$
614
Private Equity
(In millions)
Hedge Funds
Partnerships
Real Estate
$
$
313
$
301
1
13
7
28
100
(30
)
29
$
101
$
324
$
337
Post-
retirement
Expected
Benefits
Medicare
Pension
Other than
Part D
(In millions)
Benefits
Pensions
Subsidy
$
344
$
64
$
(3
)
350
63
(3
)
354
63
(3
)
360
62
(2
)
365
60
(2
)
1,960
264
(10
)
(In millions)
2010
2009
2008
$
(63
)
$
(229
)
$
598
149
80
31
$
86
$
(149
)
$
629
(In millions)
2010
2009
2008
$
(79
)
$
160
$
317
3
17
16
19
(8
)
14
(57
)
169
347
59
(238
)
(61
)
(5
)
(22
)
5
(3
)
15
14
51
(245
)
(42
)
$
(6
)
$
(76
)
$
305
2010
2009
2008
35.0
%
(35.0
)%
35.0
%
(2.7
)
0.4
2.3
(60.5
)
(13.5
)
(5.7
)
17.5
(4.1
)
3.4
12.7
12.0
(3.6
)
5.0
(5.4
)
(4.7
)
(1.9
)
(5.1
)
(1.9
)
(0.8
)
(2.0
)
(7.3
)
(0.5
)
18.5
8.4
(3.1
)
(2.8
)
(7.9
)
3.3
6.2
(6.4
)%
(51.0
)%
48.6
%
January 1,
January 2,
(In millions)
2011
2010
$
294
$
324
7
9
8
11
(17
)
(43
)
(5
)
(1
)
(2
)
(6
)
$
285
$
294
January 1,
January 2,
(In millions)
2011
2010
$
692
$
765
255
267
203
197
141
146
66
60
59
33
29
71
41
177
192
1,622
1,772
(200
)
(227
)
$
1,422
$
1,545
$
(387
)
$
(468
)
(135
)
(146
)
(132
)
(115
)
(15
)
(5
)
(669
)
(734
)
$
753
$
811
*
Accrued expenses includes warranty and product maintenance reserves, self-insured
liabilities, interest and restructuring charges
.
January 1,
January 2,
(In millions)
2011
2010
$
290
$
315
571
632
861
947
(108
)
(136
)
$
753
$
811
January 1,
January 2,
(In millions)
2011
2010
$
126
$
157
30
18
4
16
12
11
(In millions)
2010
2009
2008
$
145
$
116
$
139
127
171
310
59
49
346
101
(75
)
52
2
156
15
Kautex products include blow-molded plastic fuel systems,
windshield and headlamp washer systems, engine camshafts and other
parts that are marketed primarily to automobile original equipment
manufacturers, as well as plastic bottles and containers for
various uses;
Greenlee products include powered equipment, electrical test and
measurement instruments, hand and hydraulic powered tools, and
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; professional
turf-maintenance equipment; and off-road, multipurpose utility and
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)
2010
2009
2008
2010
2009
2008
$
2,563
$
3,320
$
5,662
$
(29
)
$
198
$
905
3,241
2,842
2,827
427
304
278
1,979
1,899
1,880
230
240
251
2,524
2,078
2,918
162
27
67
218
361
723
(237
)
(294
)
(50
)
$
10,525
$
10,500
$
14,010
553
475
1,451
(190
)
(317
)
(526
)
(137
)
(164
)
(171
)
(140
)
(143
)
(125
)
$
86
$
(149
)
$
629
Revenues
(In millions)
2010
2009
2008
$
2,563
$
3,320
$
5,662
3,241
2,842
2,827
1,979
1,899
1,880
1,640
1,287
1,763
330
300
435
554
491
720
218
361
723
$
10,525
$
10,500
$
14,010
Assets
(In millions)
January 1,
2011
January 2,
2010
$
2,294
$
2,427
2,079
2,059
1,997
1,973
1,604
1,623
4,949
7,512
2,359
3,346
$
15,282
$
18,940
Capital Expenditures
Depreciation and Amortization
(In millions)
2010
2009
2008
2010
2009
2008
$
47
$
65
$
285
$
106
$
115
$
105
123
101
138
92
83
71
41
31
34
81
85
85
51
38
69
72
76
83
8
31
36
40
8
3
11
11
14
16
$
270
$
238
$
545
$
393
$
409
$
400
Revenues*
Property, Plant and
Equipment, net**
January 1,
January 2,
(In millions)
2010
2009
2008
2011
2010
$
6,688
$
6,563
$
8,609
$
1,565
$
1,594
1,448
1,625
2,601
220
238
347
344
431
89
82
815
815
1,131
22
19
776
553
753
52
56
451
600
485
$
10,525
$
10,500
$
14,010
$
1,948
$
1,989
(Unaudited)
2010
2009
(Dollars in millions, except per share amounts)
Q1
Q2
Q3
Q4
Q1
Q2
Q3
Q4
$
433
$
635
$
535
$
960
$
769
$
871
$
825
$
855
618
823
825
975
742
670
628
802
458
534
460
527
418
477
502
502
625
661
600
638
475
508
523
572
76
56
59
27
122
86
71
82
$
2,210
$
2,709
$
2,479
$
3,127
$
2,526
$
2,612
$
2,549
$
2,813
$
(24
)
$
3
$
(31
)
$
23
$
90
$
48
$
32
$
28
74
108
107
138
69
72
79
84
55
70
50
55
52
55
68
65
49
51
37
25
(9
)
12
6
18
(58
)
(71
)
(51
)
(57
)
(66
)
(99
)
(64
)
(65
)
96
161
112
184
136
88
121
130
(12
)
(10
)
(114
)
(54
)
(32
)
(129
)
(42
)
(114
)
(37
)
(17
)
(35
)
(48
)
(35
)
(45
)
(44
)
(40
)
(36
)
(35
)
(32
)
(37
)
(28
)
(34
)
(40
)
(41
)
(15
)
(18
)
21
18
2
58
11
5
(4
)
81
(48
)
63
43
(62
)
6
(60
)
(4
)
1
(3
)
43
4
(2
)
(3
)
$
(8
)
$
82
$
(48
)
$
60
$
86
$
(58
)
$
4
$
(63
)
$
(0.01
)
$
0.30
$
(0.17
)
$
0.23
$
0.18
$
(0.23
)
$
0.02
$
(0.22
)
(0.02
)
(0.01
)
0.17
0.01
(0.01
)
(0.01
)
$
(0.03
)
$
0.30
$
(0.17
)
$
0.22
$
0.35
$
(0.22
)
$
0.01
$
(0.23
)
273,174
274,098
274,896
275,640
243,988
264,091
271,224
272,168
$
(0.01
)
$
0.27
$
(0.17
)
$
0.20
$
0.18
$
(0.23
)
$
0.02
$
(0.22
)
(0.02
)
(0.01
)
0.17
0.01
(0.01
)
(0.01
)
$
(0.03
)
$
0.27
$
(0.17
)
$
0.19
$
0.35
$
(0.22
)
$
0.01
$
(0.23
)
273,174
302,397
274,896
308,491
244,956
264,091
278,429
272,168
(5.5
)%
0.5
%
(5.8
)%
2.4
%
11.7
%
5.5
%
3.9
%
3.3
%
12.0
13.1
13.0
14.2
9.3
10.7
12.6
10.5
12.0
13.1
10.9
10.4
12.4
11.5
13.5
12.9
7.8
7.7
6.2
3.9
(1.9
)
2.4
1.1
3.1
(76.3
)
(126.8
)
(86.4
)
(211.1
)
(54.1
)
(115.1
)
(90.1
)
(79.3
)
4.3
%
5.9
%
4.5
%
5.9
%
5.4
%
3.4
%
4.7
%
4.6
%
$
23.46
$
25.30
$
21.52
$
24.18
$
16.52
$
14.37
$
20.99
$
21.00
$
17.96
$
15.88
$
16.02
$
19.92
$
3.57
$
7.13
$
8.51
$
17.55
$
0.02
$
0.02
$
0.02
$
0.02
$
0.02
$
0.02
$
0.02
$
0.02
(a)
Special charges include restructuring charges of $99 million and $237 million in 2010 and
2009, respectively, primarily related to severance and asset impairment charges. In addition,
in the third quarter of 2010, special charges include a $91 million non-cash pre-tax charge to
reclassify a foreign exchange loss from equity to the income statement as a result of
substantially liquidating a Finance segment entity. Also, in the fourth quarter of 2009,
special charges include a goodwill impairment charge of $80 million in the Industrial segment.
(b)
For the first and third quarters of 2010 and the second and fourth quarters of 2009, the
potential dilutive effect of stock options, restricted stock units and the shares that could
be issued upon the conversion of our 4.50% Convertible Senior Notes and upon the exercise of
the related warrants was excluded from the computation of diluted weighted-average shares
outstanding as the shares would have an anti-dilutive effect on the loss from continuing
operations.
(c)
Schedule II Valuation and Qualifying Accounts
(In millions)
2010
2009
2008
$
23
$
24
$
29
2
8
5
(5
)
(9
)
(10
)
$
20
$
23
$
24
$
158
$
114
$
81
54
126
65
(79
)
(82
)
(32
)
$
133
$
158
$
114
*
Deductions primarily include amounts written off on uncollectable accounts (less recoveries),
inventory disposals and currency translation adjustments.
Exhibits
Restated Certificate of Incorporation of Textron as filed with the Secretary of State of Delaware on April
29, 2010. Incorporated by reference to Exhibit 3.1 to Textrons Quarterly Report on Form 10-Q for the fiscal
quarter ended April 3, 2010.
Amended and Restated By-Laws of Textron Inc. Incorporated by reference to Exhibit 3.2 to Textrons
Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010.
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.
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 10.19 below are management contracts or compensatory plans, contracts or agreements.
Textron Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of April 28, 2010). Incorporated by
reference to Exhibit 99(D)(1) to Textrons Schedule TO filed on July 1, 2010.
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.
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 January 3, 2010). Incorporated by
reference to Exhibit 10.1 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended April 3,
2010.
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.
Textron Spillover Savings Plan, effective January 3, 2010, 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 10.3 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter
ended April 3, 2010.
Textron Spillover Pension Plan, As Amended and Restated Effective January 3, 2010, including Appendix A
(as amended and restated effective January 3, 2010), Defined Benefit Provisions of the Supplemental Benefits
Plan for Textron Key Executives (As in effect before January 1, 2007). Incorporated by reference to Exhibit
10.4 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010.
Supplemental Retirement Plan for Textron Key Executives, As Amended and Restated Effective January 3,
2010, 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 10.5 to Textrons Quarterly Report on Form
10-Q for the fiscal quarter ended April 3, 2010.
Deferred Income Plan for Textron Executives, Effective January 3, 2010, 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 10.2 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter ended April 3,
2010.
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 January 3, 2010).
Incorporated by reference to Exhibit 10.6 to Textrons Quarterly Report on Form 10-Q for the fiscal quarter
ended April 3, 2010.
Severance Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2010. Incorporated by
reference to Exhibit 10.10 to Textrons Annual Report on Form 10-K for the fiscal year ended January 2, 2010.
First Amendment to the Severance Plan for Textron Key Executives, dated October 26, 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.
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.
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.
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.
Amendment No. 5 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as
of March 13, 2008. *
Amendment No. 6 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as
of June 17, 2009.
Amendment No. 7 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as
of September 30, 2010. *
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 1, 2011,
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.
*
Confidential Treatment has been requested for portions of this document.
TEXTRON INC.
Registrant
By:
/s/ Frank T. Connor
Frank T. Connor
Executive Vice President and Chief Financial Officer
Name
Title
Chairman, President and Chief Executive Officer
(principal executive officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Executive
Vice President and Chief Financial Officer
(principal financial officer)
Senior
Vice President and Corporate Controller
(principal accounting officer)
*By:
/s/ Jayne M. Donegan
Jayne M. Donegan, Attorney-in-fact
1. |
Section 1.06 is amended in its entirety to read as follows, effective for any individual who is
an active employee of a Textron Company on or after October 1, 2010:
|
(a) |
any officer of Textron who is appointed directly by the Board or by the Organization and
Compensation Committee (the Committee) of the Board pursuant to authority delegated to the
Committee by the Board, but excluding any subordinate or assistant officer appointed by the
Committee or by any delegate of the Committee;
|
||
(b) |
the most senior leader of any Textron business unit, as appointed by the Chief Executive
Officer of Textron, provided that the business unit leader reports directly to a person who
has been designated by the Board as an executive officer of Textron; or
|
||
(c) |
any employee of a Textron Company who has been designated in writing as a Key Executive by
the Chief Executive Officer of Textron.
|
2. |
Any employee of a Textron Company who was a participant in the Plan on September 30, 2010,
shall remain a participant in the Plan until the employee becomes ineligible, waives
participation, or is excluded from the Plan pursuant to Section 1.06, as amended by this
instrument.
|
TEXTRON INC.
|
||||
Dated: October 26, 2010 | By | /s/ Scott C. Donnelly | ||
Scott C. Donnelly | ||||
Chairman, President, and
Chief Executive Officer |
||||
Dated: October 23, 2010 | By | /s/ John D. Butler | ||
John D. Butler | ||||
Executive Vice President Administration
and Chief Human Resources Officer |
||||
-2-
I. | Changes to the Master Services Agreement |
A. | MSA Section 6.1.5 is added to the MSA as follows: | ||
6.1.5 The following time periods are applicable for the events described below: | |||
(a) If CSC fails to invoice Textron for any amount for Services other than telecommunication related Services within [***] after the month in which the Services in question are rendered (the Cutoff Period), CSC shall waive any right it may otherwise have to invoice for and collect such amount. If the Parties agree to delay invoicing for any reason, the Cutoff Period will commence on the day when CSC is entitled to invoice. | |||
(b) To the extent Textron fails to dispute an invoice via an email properly addressed and sent to the applicable CSC Account Executive during the applicable Cutoff Period, which email shall specify in reasonable detail the amounts in dispute and the basis for the dispute, whether the dispute is due to asserted computational error, entitlement to Service Credits (as that term is used in Schedule A of the MSA) or otherwise, Textron shall waive any right it may otherwise have to dispute the invoice or otherwise be entitled to Service Credits or other offsets, credits, or reductions. It is the intent of the Parties that the Invoice Dispute Log and associated processes shall continue in use as a mechanism to address disputes. | |||
(c) The foregoing (a) and (b) shall also apply to telecommunication related Services, except that the Cutoff Period shall be [***] reduced to [***] for telecommunication related Services rendered after July 1, 2008. |
Textron
|
Proprietary and Confidential | CSC | ||||
|
1 |
(d) If a Cutoff Period would otherwise expire without Textron having a minimum of [***] after the receipt of an invoice to dispute the invoice, the applicable Cutoff Period related to that invoice shall be extended solely for the purpose of providing Textron with such [***] after the receipt of an invoice to email the applicable CSC Account Executive with any dispute using the procedure set forth in this Amendment. | |||
(e) Cutoff Periods shall not be applicable to invoicing for any amounts agreed to be paid under a letter agreement between the Parties dated March 13, 2008. | |||
(f) CSCs right to invoice within the applicable Cutoff Period shall apply to Services rendered prior to the Effective Date of this Agreement provided the Services rendered are within the applicable Cutoff Period, except no Cutoff Period shall be applicable to those items in subsection (e) of this Section 6.1.5. | |||
(g) This Section 6.1.5 shall not apply to Pass-Through Expenses or any other charges, fees or expenses which are invoiced by a third party and are not invoiced by CSC. In the event CSC pays a third party for such Expenses, the Parties agree that CSC shall seek reimbursement from Textron via invoice within the applicable Cutoff Period as outlined in this Section and the provisions and limitations of this Section shall apply. For purpose of the preceding sentence, the Cutoff Period will be [***] from the date that CSC pays such third party, reduced to [***] after [***]. | |||
(j) Not withstanding the foregoing, the provisions of Section 6.5 regarding either Parties rights to refunds and credits or other rebates from a Third Party for goods or services previously paid for by that Party (including Pass-Through Expenses) shall remain unchanged. |
B. | MSA Section 6.5 is hereby modified to read as follows: |
6.5.1 | If CSC receives a refund, credit or other rebate from a Third Party for goods or services previously paid for by Textron (including Pass-Through Expenses), CSC shall promptly notify Textron of such refund, credit or rebate and shall pay the full amount of such refund, credit or rebate, as the case may be, to Textron within sixty (60) days of CSC receiving such refund, credit or other rebate from the Third Party. | ||
6.5.2 | If Textron receives a refund, credit or other rebate from a Third Party for goods or services previously paid for by CSC (including Pass-Through Expenses, Textron shall promptly notify CSC of such refund, credit or rebate and shall pay the full amount of such refund, credit or rebate, as the case may be, to CSC within sixty (60) days of Textron receiving such refund, credit, or other rebate from the Third Party. |
Textron
|
Proprietary and Confidential | CSC |
2
II. | Certification |
A. | CSC will provide Textron with a quarterly Financial Controls certification as follows: | ||
CSC certifies that it has instituted controls designed to provide processes which support financial transactions between CSC and Textron which meet all CSCs obligations with respect thereto under this Agreement, that these are in effect, and there are no known instance of noncompliance with financial controls that have a significant or material impact on Textron. |
III. | Miscellaneous |
A. | Defined Terms . All capitalized terms which are used but not otherwise defined herein shall have the meanings set forth in the Agreement. | ||
B. | Other Provisions Unchanged . This Amendment No. 5 supersedes all prior agreements, oral or written, related to the subject matter hereof. This Amendment No. 5 may not be modified except as agreed in writing by the Parties as a duly executed modification to the Agreement. Except as specifically amended hereby, all other provisions of the Agreement shall remain in full force and effect. | ||
C. | References/Incorporation . All references in the MSA and Amendments to this Agreement, herein, hereof and words of similar import shall be deemed to refer to the entire Agreement as amended by this Amendment No. 5. This Amendment No. 5 is hereby incorporated into, and is made a part of, the Agreement. This Amendment No. 5 is subject to, and shall be governed by, all the terms and conditions of the Agreement, except to the extent such terms are expressly modified by this Amendment No. 5. In the event of a conflict or inconsistency between the terms of the Agreement and those of this Amendment No. 5, the latter shall govern. | ||
D. | Effective Date. This Amendment No. 5 shall be effective as of January 1, 2008. |
Textron, Inc. | Computer Sciences Corporation | |||||||||
|
||||||||||
By:
|
/s/ Gary Cantrell
|
By: |
/s/ Joseph P. Doherty
|
|||||||
Gary Cantrell | Joseph P. Doherty | |||||||||
Vice President and Chief Information Officer | President, Americas Outsourcing | |||||||||
Textron Information Services | Computer Sciences Corporation |
Textron
|
Proprietary and Confidential | CSC |
3
I. | Changes to the Schedules |
A. | Schedule A (Definitions) |
1. | Schedule A is hereby replaced in its entirety by the document, attached to this Amendment, titled Schedule A and containing the footer Revised per Amendment No. 6. |
B. | Schedule B (Cross-Functional Obligations) |
1. | Schedule B is hereby replaced in its entirety by the document, attached to this Amendment, titled Schedule B and containing the footer Revised per Amendment No. 6. |
C. | Schedule K (Governance) |
1. | Schedule K is hereby replaced in its entirety by the document, attached to this Amendment, titled Schedule K and containing the footer Revised per Amendment No. 6. |
Textron | Proprietary and Confidential | CSC |
1
II. | Changes to the Tower Services Agreements (a/k/a Attachments) |
A. | Attachment 1 (Mainframe Services), Appendix 1B (Service Level Agreement) |
1. | Appendix 1B is hereby replaced in its entirety by the document, attached to this Amendment, titled Appendix 1B and containing the footer Revised per Amendment No. 6. |
B. | Attachment 2 (Midrange Services), Appendix 2B (Service Level Agreement) |
1. | Appendix 2B is hereby replaced in its entirety by the document, attached to this Amendment, titled Appendix 2B and containing the footer Revised per Amendment No. 6. |
C. | Attachment 3 (Network Services), Appendix 3B (Service Level Agreement) |
1. | Appendix 3B is hereby replaced in its entirety by the document, attached to this Amendment, titled Appendix 3B and containing the footer Revised per Amendment No. 6. |
D. | Attachment 4 (Workstation Services), Appendix 4B (Service Level Agreement) |
1. | Appendix 4B is hereby replaced in its entirety by the document, attached to this Amendment, titled Appendix 4B and containing the footer Revised per Amendment No. 6. |
E. | Attachment 5 (Service Desk Services), Appendix 5B (Service Level Agreement) |
1. | Appendix 5B is hereby replaced in its entirety by the document, attached to this Amendment, titled Appendix 5B and containing the footer Revised per Amendment No. 6. |
III. | Miscellaneous |
A. | Defined Terms . All capitalized terms which are used but not otherwise defined herein shall have the meanings set forth in the Agreement. | ||
B. | Other Provisions Unchanged . This Amendment No. 6 supersedes all prior agreements, oral or written, related to the subject matter hereof. This Amendment No. 6 may not be modified except as agreed in writing by the Parties as a duly executed modification to the Agreement. Except as specifically amended hereby, all other provisions of the Agreement shall remain in full force and effect. | ||
C. | References/Incorporation . All references in the MSA and Amendments to this Agreement, herein, hereof and words of similar import shall be deemed to refer to the entire Agreement as amended by this Amendment No. 6. This Amendment No. 6 is hereby incorporated into, and is made a part of, the Agreement. This Amendment No. 6 is subject to, and shall be governed by, all |
Textron | Proprietary and Confidential | CSC |
2
the terms and conditions of the Agreement, except to the extent such terms are expressly modified by this Amendment No. 6. In the event of a conflict or inconsistency between the terms of the Agreement and those of this Amendment No. 3, the latter shall govern. |
D. | Effective Dates . This Amendment No. 6 shall be effective on August 1, 2008. |
Textron, Inc. | Computer Sciences Corporation | |||||||||
|
||||||||||
By:
|
/s/ Gary Cantrell
|
By: |
/s/ James J. Buchanan
|
|||||||
Gary Cantrell | James J. Buchanan 6/17/09 | |||||||||
Vice President and Chief Information Officer | Contracts Director | |||||||||
Textron Information Services | Aerospace and Defense Industry |
Textron | Proprietary and Confidential | CSC |
3
Textron | CSC |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
Textron | CSC |
Term | Definition | |
Active Workstation
|
means a device that has reported to Systems Management Server (SMS) in the last 30 days. For the avoidance of doubt, an Active Workstation may be in the form of a desktop computer or a laptop computer. | |
|
||
Actual CPI Increase
|
has the meaning set forth in Section 6(c) of Schedule D (Pricing). | |
|
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Actual RU Volume
|
has the meaning set forth in Section 2.1 of Schedule D (Pricing). | |
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||
Ad Hoc Project
|
has the meaning set forth in Section 17.2.1 of Schedule B (Cross-Functional Obligations). | |
|
||
Adjustment Date
|
has the meaning set forth in Section 6(c) of Schedule D (Pricing). | |
|
||
Adverse Impact
|
has the meaning set forth in Section 9.3 of Schedule K (Governance). | |
|
||
Affiliate
|
means, with respect to any entity, any other entity Controlling, Controlled by or under common Control with such entity. | |
|
||
Agreement
|
means the MSA and all Schedules, Annexes, Appendices, Attachments and Exhibits thereto. | |
|
||
Applicable Service Charges
|
mean those charges derived from multiplication of Resource Unit volumes used or consumed by Textron by the applicable Resource Unit prices, and excludes all other charges, including charges for transition and transformation, time and materials charges, and Pass-Through Expenses). | |
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||
Application Server
|
means any Midrange computer whose primary purpose is to serve Tier 3 Software for which Textron has financial responsibility for the license, Tier 4 Software and Tier 5 Software. | |
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Assigned Contracts
|
has the meaning set forth in Section 8.3.1 of the MSA, and any changes that may be agreed upon by the Parties in accordance with the Change Control Procedure. | |
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Audit
|
has the meaning set forth in Section 15.1.1 of the MSA. | |
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Baseline Period
|
The period during which performance results are documented and analyzed. These results become the yardstick that helps determine what service level target will be agreed upon. The agreed procedure to be followed to arrive at the Minimum Service Level and Increased Impact Service Level is set forth in Chapter 6 Service Level Reporting of the PPM. The Baseline Period will not begin before the completion of the agreed associated SLA implementation plan. | |
|
||
Baseline RU Volume or
Baseline Usage Volume |
means the usage volume for each Resource Unit, set forth in Attachments 1C, 2C, 3C, 4C or 5C, that is denominated as such. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
1
Textron | CSC |
Term | Definition | |
Benchmarker
|
has the meaning set forth in Section 5.7.2 of the MSA. | |
|
||
Black Belt
|
means a person certified as a Six Sigma Black Belt. | |
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||
Business Days
|
Monday through Friday minus country holidays | |
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||
Business Taxes
|
has the meaning set forth in Section 5.5.1(b) of the MSA. | |
|
||
Business Unit
|
means all or a portion of Textron or a Service Recipient or a group of Service Recipients, as designated by Textron from time-to-time. | |
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||
Campus
|
means any location within a twenty (20) mile radius of (a) a Textron or Service Recipient facility where full-time CSC managed Workstation support personnel are stationed or (b) a CSC Facility from which Workstation support Services are provided. Changes of designation of a location from Campus to Non-Campus must be coordinated with and approved by Textron. | |
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||
Cascading
|
means any installation, de-installation, move or change to a single item of Equipment or a group of Equipment items that causes a requirement for change to another component of the Services, such as to another item of Equipment, Software, support documentation, a procedure in the applicable Policy and Procedures Manual or coordination with one or more Third Parties. | |
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Cause
|
has the meaning set forth in Section 1.5 of Schedule E (Employees). | |
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Change
|
has the meaning set forth in Section 5 of Schedule K (Governance). | |
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Change Control Procedures
|
has the meaning set forth in Section 5 of Schedule K (Governance). | |
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Change of Control
|
means with respect to either Party, Control of that Party is acquired by an entity that was not, prior to that acquisition, an Affiliate of the Party, by way of either a single transaction or series of related transactions. | |
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Change Request
|
means any request for a Change. | |
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Claim
|
has the meaning set forth in Section 18.1.1 of the MSA. | |
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Completion Date
|
has the meaning set forth in Section 3.6.9(a)(iii) of the MSA. | |
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Confidential Information
|
means all information of a confidential nature, whether commercial, financial, technical or otherwise, whether or not disclosed by one Party to the other Party, which information may be contained in or discernible from any form whatsoever (including oral, documentary, magnetic, electronic, graphic or digitized form or by demonstration or observation), whether or not that information is marked or designated as confidential, whether created or otherwise arising prior to or during the Term, and including information belonging to or in respect of Textron, any other Service Recipient or CSC, any of their Affiliates and/or any of their customers or suppliers, which contains or relates to, including without limitation, research, development, trade secrets, know-how, ideas, concepts, formulae, processes, designs, specifications, past, present and prospective business, |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
2
Textron | CSC |
Term | Definition | |
|
current and future products and services, internal management, information technology and infrastructure and requirements, finances, marketing plans and techniques, price lists and lists of, and information about, customers and employees, and information belonging to Third Parties in respect of which Textron, any Service Recipient or CSC or any of their Affiliates or any of their customers or suppliers owe obligations of confidence. | |
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Contract Year
|
means the period commencing on, and including, the Signature Date and ending on the anniversary of the first Handover Date and each immediately successive twelve (12) month period. | |
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Control or Controlled
or Controlling |
means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of any entity or person, whether through the ownership of voting securities, by contract, or otherwise. | |
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Core Service Level
|
means each Service Level designated as a Core Service Level in Annex B-2 to Schedule B (Cross-Functional Obligations), Annex K-2 to Schedule K (Governance) and Appendix B of each Tower Services Agreement. | |
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CSC
|
has the meaning set forth in the preamble of the MSA. | |
|
||
CSC Competitor
|
means any company listed in Schedule L (Competitors) as it may be changed unilaterally by CSC from time to time upon written notice to Textron. | |
|
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CSC Facility
|
means any physical Facility used by CSC or any CSC Affiliate to provide any portion of the Services. | |
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CSC Laws
|
means (a) Laws applicable to CSC as a provider of information technology and other outsourcing services, and (b) Laws with which CSC would be required to comply without regard to CSCs having entered into the Agreement with Textron, excluding any Laws with which CSC would not be required to comply but for a contractual obligation between CSC and a Third Party. | |
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CSC Material
|
means Material owned by the CSC or its Affiliates (including Material in which the Intellectual Property Rights are owned by the CSC) which is used to provide, or which forms part of, the Services. | |
|
||
CSC Personnel
|
means employees (including for the avoidance of doubt all Transitioned Employees) of CSC and CSC Subcontractors assigned to perform the Services, or any part of the Services, pursuant to this Agreement. | |
|
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CSC Program Executive
|
means the individual designated by the CSC to whom Textron shall communicate issues related to the Agreement as set forth in Schedule K (Governance). | |
|
||
CSC Software
|
means any Software, the Intellectual Property Rights in which are owned by CSC or its Affiliates. | |
|
||
CSC Subcontractor
|
means any subcontractor or agent of CSC that provides any of the Services, as any part of the Services, to, or on behalf of, CSC, including the Material Subcontractors. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
3
Textron | CSC |
Term | Definition | |
CSC Wide Area
Network or CSC WAN |
means the Equipment, Software, telecommunications facilities, lines, interconnect devices, wiring, cabling and fiber that are used to create, connect and transmit data, voice and video signals between a Textron location and CSCs Data Center, and between and among CSC locations, as required for CSC to provide the Services. A WAN commences with the WAN Network interconnect Equipment at one Textron location (e.g., router, dial-up modem, dial backup Equipment) and ends with and includes the WAN Network interconnect Equipment (e.g., router, dial-up modem, dial backup Equipment) at the applicable CSC location. For voice and data circuits, a CSC WAN includes local access and interexchange and other long-haul circuits, whether or not provided by a Third Party and used to transport voice traffic and interconnect with the PSTN. | |
|
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Database Server
|
has the meaning set forth in Appendix 2C to Attachment 2. | |
|
||
Data Center
|
means (a) before any applicable Transformation Completion Date, any Textron Facility referenced in Section I.B (Transformation Plans and Milestones), and (b) after any applicable Transformation Completion Date, in context, one or more of the data centers of CSC located in Norwich, Conn. and Chesterfield, England and the data centers of Textron located in Wichita, Kan., Hurst, Tex., and Providence, R.I and any data center that may be substituted for any of the foregoing data centers in accordance with the Change Control Procedures. | |
|
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Data Network
|
means the Infrastructure Systems and other resources used to transport data associated with data applications, including computer interconnectivity, email, internet access and client server. | |
|
||
Data Network Services
|
means the Network Services as they relate to the Data Network. | |
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Data Protection Laws
|
means all relevant data protection Laws, as applicable in each country in which CSC provides Services to Textron. | |
|
||
Days/hours in scope
|
means those days and hours that performance against the Service Levels will be measured. | |
|
||
Deferred at Customer Request (DACR)
|
means an End User initiated request for service delay. The process for DACR will be defined in the Call Scheduling chapter of the PPM. | |
|
||
Delaying Event
|
has the meaning set forth in Section 3.6.10 of the MSA. | |
|
||
Disclosing Party
|
has the meaning set forth in Section 16.1.1 of the MSA. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
4
Textron | CSC |
Term | Definition | |
Equipment
|
means all of the computer and telecommunications equipment, and the associated peripherals and connecting equipment, either owned or leased (whether by CSC, Textron or a Third Party), and used by CSC in the provision of the Services or used by Textron or any other Service Recipient. Equipment includes the following: (i) computer equipment and associated attachments, features, accessories, front-end processors, step controllers, Servers, and peripheral devices; (ii) telecommunications equipment, including private branch exchanges and associated peripherals, multiplexors, modems, network hubs, network bridges, network routers, and network switches; and Supported Devices. | |
|
||
End-State Service Levels or SLA
|
has the meaning set forth in Section 11.3 of Schedule B. | |
|
||
End User
|
means an employee of (a) Textron, (b) a Service Recipient; (c) a contractor of Textron or a Service Recipient; or (d) any other individual authorized or permitted by Textron or a Service Recipient to utilize the Services. | |
|
||
Europe or EU
|
means any member country of the European Union and Switzerland and Norway. | |
|
||
Event Survey
|
has the meaning set forth in Section 12.1.2 of Schedule K (Governance). | |
|
||
Executive Survey
|
has the meaning set forth in Section 12.1.1(a) of Schedule K (Governance). | |
|
||
Existing Equipment
|
means Equipment existing on the Signature Date and utilized by Textron or another Service Recipient, immediately prior to the Signature Date, in performing functions that form part of the Services. Existing Equipment includes Textron Owned Equipment, Textron Leased Equipment and the equipment located in facilities identified in Schedule C (Textron Facilities). | |
|
||
Existing Equipment Leases
|
means those lease agreements pursuant to which a Third Party is, immediately prior to the Signature Date, furnishing or providing the Existing Equipment to Textron or another Service Recipient. Existing Equipment Leases are identified as such in Schedule F (Existing Equipment and Software) as it may be changed in accordance with the applicable Change Control Procedure. | |
|
||
Existing Interim Service Levels
|
has the meaning set forth in Section 11.1.1 of Schedule B (Cross-Functional Obligations). | |
|
||
Extraordinary Event
|
has the meaning set forth in Section 3.7.2 of the MSA. | |
|
||
First Call Resolution
|
has the meaning set forth in Section 3.3 of Appendix 5B to Attachment 5. | |
|
||
Force Majeure Event
|
has the meaning set forth in Section 21.1.1 of the MSA. | |
|
||
Formal Survey
|
has the meaning set forth in Section 12.1.1 of Schedule K (Governance). | |
|
||
General Subsystem
|
means any software code that provides service to users or to other subsystems or application code. General Subsystems comprise all executing programs that are not the result of an individual user logging on to the computer. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
5
Textron | CSC |
Term | Definition | |
General User Survey
|
has the meaning set forth in Section 12.1.1(b) of Schedule K (Governance). | |
|
||
Global Network
|
means interconnections between points spanning more than one continent. | |
|
||
Handover Date
|
means the date or dates on which the In-Scope Employees are transferred from Textron to CSC and the date(s) on which CSC commences performing the Services. | |
|
||
Hard IMAC
|
means an IMAC that requires physical presence on-site at the End-User office or Equipment location to complete the requested activity as further explained in connection with its use. | |
|
||
Hours of Operation
|
means those hours of the day during which the facility is in normal operation as set forth in Schedule C (Service Recipients) for each location listed in Schedule C. Hours are expressed in the local time zone of each location listed. | |
|
||
IMAC
|
means install, move, add, and/or change. | |
|
||
IMS
|
means IBMs transactional and hierarchical database management system for on-line operational and e-business applications and data and all IBM supported, un-supported, current, future and past releases of the product as well as all additional features and functions that are used by the IBM product as part of its operating environment. | |
|
||
Impact Analysis
|
means the analysis of the impact of any Change, as further described in Section 9 of Schedule K (Governance). | |
|
||
Incident
|
means an unplanned interruption to an IT service or reduction in quality to an IT service. Failure of a configuration item that has not yet impacted service is also an Incident, e.g. failure of one disk from a mirror set. | |
|
||
Income Taxes
|
has the meaning set forth in Section 5.5. l(c) of the MSA. | |
|
||
Increased Impact Service Level or Increased Impact Level
|
means the required quantitative level or degree of performance by CSC specified as the Increased Impact Service Level in the SLAs. | |
|
||
Indemnified Claim
|
has the meaning set forth in Section 18.5.1 of the MSA. | |
|
||
Indemnified Party
|
has the meaning set forth in Section 18.5.1 of the MSA. | |
|
||
Indemnifying Party
|
has the meaning set forth in Section 18.5.1 of the MSA. | |
|
||
Infrastructure Operations SubCommittee
|
means the management committee formed pursuant to Schedule K (Governance) and identified therein as the Infrastructure Operations Subcommittee. | |
|
||
Infrastructure Server
|
means any Midrange computer whose primary purpose is to serve Tiers 1- 2 Software and/or Tier 3 Software for which CSC has financial responsibility for the license. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
6
Textron | CSC |
Term | Definition | |
Infrastructure System(s)
or Supported Infrastructure System(s) |
means all or any part of the Supported Networks, the Supported Equipment and the Supported Software, exclusive of Software in Tier 3 (other than that which CSC is financially responsible for the license), Tier 4 Software, Tier 5 Software and any other Software for which CSC is not financially responsible. | |
|
||
In-Scope Employees
|
means the individuals to whom CSC will offer employment under Section 1.1 of Schedule E. | |
|
||
Intellectual Property Rights
|
means patents (including patent applications; amendments, and continuations, whether in whole or in part), registered designs, trademarks and service marks (whether registered or otherwise), trade names, trade secrets, copyrights, database rights, design rights, moral rights, and all other intellectual property rights, including in other jurisdictions, that grant similar rights as the foregoing, including those subsisting in inventions, drawings, performances, software, semiconductor topographies, improvements, discussions, business names, goodwill and the style of presentation of goods or services, and in applications for the protection thereof, throughout the world. | |
|
||
Interim Service Levels
|
means Existing Interim Service Levels and New Interim Service Levels. | |
|
||
Key Textron Subcontracts
|
has the meaning set forth in Section 11.2.1 of the MSA. | |
|
||
Key Deliverable
|
means all or any of the specific items required to be provided by a Party under this Agreement and designated as key in any relevant project plan related to the deliverable, or otherwise material to the Services. | |
|
||
Key In-Scope Contractors
|
means the individuals identified in Annex E-3 to Schedule E (Employees); | |
|
||
Key Subcontracts
|
means the Key Textron Subcontracts and Key CSC Subcontracts listed at Schedule J (Key Subcontracts and Material Subcontractors); | |
|
||
Key CSC Positions
|
means the positions listed in Annex E-2 to Schedule E (Employees), as the same may be changed in accordance with Section 10.3 of the MSA. | |
|
||
Key CSC Subcontracts
|
has the meaning set forth in Section 11.2.2 of the MSA. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
7
Textron | CSC |
Term | Definition | |
Law
|
means: |
(a) | any statute, regulation, by-law, ordinance or subordinate legislation in force from time to time to which a Party or its employees, agents, Affiliates sub-contractors is subject; | ||
(b) | the common law and the law of equity as applicable to the Parties from time to time; | ||
(c) | any binding court order, judgment or decree; | ||
(d) | any applicable industry code, policy or standard enforceable by law; or | ||
(e) | any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over a Party or any of that Partys assets, resources or business, |
|
in any jurisdiction that is applicable to this Agreement. | |
|
||
Lease
|
means a contract between Textron and a Third Party pursuant to which Textron has certain rights with respect to Equipment owned by a Third Party. | |
|
||
Legacy Software
|
means all Software in use by Textron and/or any Service Recipient on the applicable Handover Date. Any Legacy Software, whether or not it is included in the Annexes to Schedule F, that meets the foregoing description shall nevertheless be treated as Legacy Software as provided for in Schedule B until, as part of Transformation and in accordance with the Change Control Procedure, such Legacy Software (i) is removed from use; or (ii) is added to one or more SOEs, or (c) becomes Non-SOE Software. | |
|
||
Level 0 Support
|
means any automated service that allows the End User to resolve Problems or submit Service Requests without contacting a live Service Desk agent | |
|
||
Level 1 Support
|
has the meaning given to it in Section 2, Appendix 5A to Attachment 5. | |
|
||
Level 2 Support
|
means assistance with the use or operation of a component of the Infrastructure System which cannot be answered by reference to the applicable user documentation and requires assistance from the applicable vendor or other Third Party. | |
|
||
Level 3 Support
|
means (a) correction of any Problem or other failure by one or more components of the Infrastructure System to operate in accordance with applicable specifications and (b) securing updates, upgrades, patches, releases and Problem resolutions that are generally provided to other similarly situated entities. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
8
Textron | CSC |
Term | Definition | |
Local Area Network or LAN
|
means the Equipment, software, telecommunications facilities, lines, interconnect devices (e.g., bridges, routers, hubs, switches, gateways), wiring, cabling and fiber that are used to create, connect and transmit data, voice and video signals within and among Textrons (or Service Recipients) local area Network segments. A LAN commences with the interface to a WAN Network interconnect device (e.g., router) and ends with and includes the Network interface points (e.g., Network interface cards that are in LAN-connected Equipment (e.g., desktop Equipment, Servers). | |
|
||
Local Enabling Agreement
|
has the meaning set forth in Recital D of the MSA. | |
|
||
Losses
|
means all losses, liabilities, damages, costs, claims, actions and expenses including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties. | |
|
||
LPAR
|
means the logical partition or division of a Mainframe or Servers processing resources into separate operating system instances where the Server is capable of such partitioning or division on a dynamic basis to meet processing demand. A Server without such capability is not capable of LPAR. | |
|
||
Mainframe or
Mainframe Technology |
means any computing platform (inclusive of CPU) generally regarded by the computing industry as being mainframe technology, including any system based on the IBM System 390, architecture or any of its preceding or following technology platforms as of the Signature Date, and all related/supporting peripherals (e.g., channel extenders, front-end processors, DASD, tape storage) connected or linked thereto. | |
|
||
Mainframe Services
|
has the meaning set forth in Attachment 1 (Tower Services Agreement for Mainframe Services.) | |
|
||
Major Project
|
has the meaning set forth in Section 17.2.3 of Schedule B (Cross-Functional Obligations) | |
|
||
Managed Contracts
|
means those contracts retained by Textron or any other Service Recipient and managed by CSC, and set forth in Annex F-3 to Schedule F (Existing Equipment and Software). | |
|
||
Material
|
means any material in whatever form (including written, magnetic, electronic, graphic or digitized), including any methodologies, processes, know-how, reports, specifications, business rules or requirements, manuals, user guides, training materials and instructions and material relating to Software and/or its design, development, Modification, operation, support or maintenance, but excluding Software. | |
|
||
Material Subcontractor
|
has the meaning set forth in Section 11.1.1 of the MSA. | |
|
||
Measurement Period
|
means those hours of the day that performance against the Service Levels will be measured. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
9
Textron | CSC |
Term | Definition | |
Midrange or Midrange
Technology |
means any computing platform (inclusive of CPU, disk array, tape robot and other devices) generally regarded by the computing industry as being midrange technology, including any system based on the Intel or RISC architecture and all related/supporting peripherals connected or linked thereto. | |
|
||
Midrange Services
|
has the meaning set forth in Attachment 2 (Tower Services Agreement for
Midrange Services). |
|
|
||
Milestone Date
|
means the date in the Transition Plan or Transformation Plan for the delivery by CSC to Textron of an item of Work Product or a Key Deliverable. | |
|
||
Minimum Service Level
|
means the required quantitative level or degree of performance by CSC specified as the Minimum Service Level in the SLAs. The Minimum Service Levels are the minimally acceptable levels of service for the Services. | |
|
||
Modify
|
means to add to, enhance, reduce, change, replace, vary, prepare a derivative work based on, improve, recast, transform or adopt, and Modification and Modified have corresponding meanings. | |
|
||
MSA
|
means the Master Services Agreement between Textron and CSC to which this Schedule A is attached. | |
|
||
Multiple Day Location
Closure |
means when a location is closed (including plant shutdowns) more than 2 consecutive calendar days. This will include 3 day weekends. | |
|
||
Network
|
means the WANs and the LANs that, collectively constitute the in-scope network. Network shall include Textrons Data Network and Voice landline and wireless Network. | |
|
||
Network Printer
|
means a printer that is connected to the Network and can be accessed by multiple End Users on the Network. | |
|
||
Network Services
|
has the meaning set forth in Attachment 3 (the Tower Services Agreement for Network Services), and shall include, collectively, Data Network Services and Voice Network Services. | |
|
||
Network Software
|
means all Software embedded in or installed on Network Equipment, including routers, switches, hubs and PBXs and that is necessary to their functionality. | |
|
||
Neutral Adviser
|
has the meaning set forth in Section 22.2.1 of the MSA. | |
|
||
New Interim Service Levels
|
has the meaning set forth in Section 11.1.2 of Schedule B. | |
|
||
Non-Campus
|
means any location that is not a Campus. | |
|
||
Non-SOE Software
|
means all Software, other than Legacy Software, that is installed on any Supported Equipment at any time during the Term of the Agreement but is not included in an SOE. | |
|
||
Notice of Claim
|
has the meaning set forth in Section 18.5.1 of the MSA. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
10
Textron | CSC |
Term | Definition | |
Notice of Election
|
has the meaning set forth in Section 18.5.2 of the MSA. | |
|
||
Party or Parties
|
means either or both of Textron and CSC as the context requires. | |
|
||
Pass-Through Expense
|
means the pass-through expenses specified in Annex D-2 of Schedule D (Pricing). | |
|
||
Performance Standards
|
means, individually and collectively, the quantitative and qualitative performance standards and commitments for the Services contained in this Agreement, including those described in Section 4 of the MSA, the Service Levels and any key performance indicators in the Service Level Agreements. | |
|
||
Personal Textron Data
|
has the meaning set forth in Section 15 of Schedule B (Cross-Functional Obligations). | |
|
||
Personnel
|
means all employees of a Party, officers, consultants, contractors and agents employed or engaged by a Party who are individuals. | |
|
||
Physical Database Management
|
means the Services required to install and upgrade the supported database management software. Application of software fixes, management of the disk space and tuning of system parameters in support of the database management software is also included. | |
|
||
Planned Special Event
|
means an unusual business activity either during or outside normal business hours or location. | |
|
||
Policy and Procedures Manual or Procedures Manual
|
mean the overall policy and procedures manual or the policy and procedures manual for a Tower of Services, Schedule B (Cross-Functional Obligations), or Schedule K (Governance), each of which describes the manner in which CSC shall perform and deliver the Services, as further described in Schedule B, Schedule K or in the applicable Tower Services Agreement. | |
|
||
Predictive Dialer
|
means alert systems/applications that dial out to pagers/cell phones and voicemail. | |
|
||
Problem
|
has the same meaning as an Incident. | |
|
||
Problem Management
and Escalation
Procedures
|
means the problem management and escalation procedures developed pursuant to Schedule B (Cross Functional Obligations). | |
|
||
Production
|
means the set of computer programs and all forms of computer system output that are scheduled to run or requested to run on the computer system in order to perform daily business requirements. | |
|
||
Project
|
has the meaning set forth in Section 17.1.1 of Schedule B. | |
|
||
Project Estimate
|
has the meaning set forth in Section 17.1.4 of Schedule B. | |
|
||
Project Hour
|
has the meaning set forth in Section 17.1.2 of Schedule B. | |
|
||
Project Pool
|
has the meaning set forth in Section 17.1.3 of Schedule B. | |
|
||
Project-Related Costs
|
has the meaning set forth in Section 17.1.5 of Schedule B. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
11
Textron | CSC |
Term | Definition | |
Project Survey
|
has the meaning set forth in Section 12.1.1(c) of Schedule K (Governance). | |
|
||
Project Working Group
|
has the meaning set forth in Section 17.3.2 of Schedule B. | |
|
||
Property Interest
|
has the meaning set forth in Section 7.2.2 of the MSA. | |
|
||
Property Taxes
|
has the meaning set forth in Section 5.5.1(a) of the MSA. | |
|
||
Publicity Material
|
has the meaning set forth in Section 25.2.1(a) of the MSA. | |
|
||
Reasonable Currency
|
means, with respect to installation of updates and new versions of Software installed on Supported Equipment, (a) maintaining such Software within one (1) major release of the most current commercially released version available from the Software supplier that includes changes to the architecture and/or adds new features and functionality, usually but not necessarily identified by full integer changes in numbering, such as from 7.0 to 8.0 behind the most recent major release, and (b) promptly installing all other releases, usually but not necessarily identified by a change in the decimal numbering of a release, such as from 6.12 to 6.13. | |
|
||
Recipient
|
has the meaning set forth in Section 16.1.1 of the MSA. | |
|
||
Refresh
|
means CSCs scheduled technology change of Equipment with new Equipment or major upgrades of Equipment components that materially affect the operational capacity and/or life of the Equipment in accordance with this Agreement, including Schedule N. | |
|
||
Regular Project
|
has the meaning set forth in Section 17.2.2 of Schedule B (Cross-Functional Obligations) | |
|
||
Remote Access
|
means access to Textron or a Service Recipients Network or Infrastructure Systems from any Remote Office. | |
|
||
Remote Offices
|
means End Users connecting from their home or other non-Textron or non-Service Recipient locations. | |
|
||
Remote Server
|
means a Server (a) that is not located in a CSC Data Center in Norwich, Conn. or Chesterfield, England or in a Textron Data Center in Wichita, Kan., Hurst, Tex., and Providence, R.I.(without regards to whether before or after any Transformation Completion Date) or any data center that may be substituted for any of the foregoing data centers in accordance with the Change Control Procedures or (b) that is mutually agreed in writing to be managed by the CSC as a Remote Server. | |
|
||
Reporting Period
|
means the required frequency for reporting Service Level compliance. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
12
Textron | CSC |
Term | Definition | |
Required Consents
|
means such consents, approvals or authorizations as may be required, or that Textron determines would be prudent to obtain, for the assignment to CSC, or the grant to CSC of rights of access and use, of resources otherwise provided for in this Agreement or in respect of a Termination as may be required for the assignment to Textron; or the grant to Textron of rights of access and use of resources used by CSC in the terminated Services and required for Textron to continue those Services in accordance with the Termination Assistance provided for under this Agreement. | |
|
||
Resolution Time
|
means the time defined as such in Section 3 of Schedule B. | |
|
||
Resource Unit or RU
|
means a unit of measurement specified as a Resource Unit in Schedule D (Pricing) or Appendix C to any Tower Services Agreement. A Resource Unit may be in the form of an item of Equipment, seat, port or other unit. | |
|
||
Resource Unit Change
|
has the meaning set forth in Section 5.1 of Schedule K (Governance). | |
|
||
Resource Unit Change Procedure
|
means the procedure for implementing a Resource Unit Change as set forth in Section 6 of Schedule K (Governance). | |
|
||
Responsibility Matrix
|
means the listing of processes, activities, tasks and the accountable Party that is included in each of the Tower Services Agreements, Schedule B (Cross-Functional Obligations) and Schedule K (Governance). | |
|
||
Returnable Material
|
has the meaning set forth in Section 24.7.1 of the MSA. | |
|
||
Rights of Use
|
has the meaning set forth in Section 8.4.1 of the MSA. | |
|
||
Scope Change
|
has the meaning set forth in Section 5.3 of Schedule K (Governance). | |
|
||
Scope Change Procedure
|
means the procedure for implementing a Scope Change as set forth in Section 8 of Schedule K (Governance). | |
|
||
Server or Midrange Server
|
means an Application Server, Database Server, Infrastructure Server, Remote Server or Standalone Server, as well as related Equipment necessary to operate the Server. For clarification, the term Server shall include any replacements to Textrons Servers (e.g., consolidation of Servers into new Servers). | |
|
||
Service Charges
|
means the charges payable by Textron to CSC pursuant to this Agreement, but excluding the Pass-Through Expenses. | |
|
||
Service Credit or
Service Level Credit |
means an amount calculated in accordance with Section 11.9 of Schedule B (Cross-Functional Obligations) as a reduction of the Service Charges payable to CSC as a result of CSCs failure to meet a Service Level. | |
|
||
Service Description
|
means a service description set forth in Attachments 1A, 2A, 3A, 4A or 5A. | |
|
||
Service Desk
|
means a single point of contact for End Users to call to resolve Problems and Service Requests pertaining to the Infrastructure Systems. | |
|
||
Service Desk Services
|
has the meaning set forth in Attachment 5 (Tower Services Agreement for Service Desk Services). |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
13
Textron | CSC |
Term | Definition | |
Service Levels
|
means End-State Service Levels and/or the Interim Service Levels, as applicable. | |
|
||
Service Problem
|
has the meaning set forth in Section 4.4 of the MSA. | |
|
||
Service Recipient
|
means (a) Textron, (b) any entity that Controls, is Controlled by or is under common Control with Textron, and (c) any entity that has a business relationship with Textron or an entity that is under common Control with Textron and is designated from time to time to receive Services in connection with such business relationship. Service Recipients are listed in Schedule C (Service Recipients), as such list may change in accordance with Section 3.4 of the MSA. | |
|
||
Service Request
|
means a request for Problem resolution or other inquiry, request or issue. | |
|
||
Services
|
means the services, functions and responsibilities identified in Section 3.1 of the MSA. | |
|
||
Service Taxes
|
means any and all sales, use, excise, value-added, services, consumption and other Taxes assessed on the provision of the Services as a whole or on any particular Services. | |
|
||
Service Ticket
|
means a report of a Problem or a Service Request by any End User by means of the applicable reporting process established by CSC and approved by Textron. | |
|
||
Severity Levels
|
has the meaning set forth Section 10.2 of Schedule B (Cross-Functional Obligations). | |
|
||
Severity Weight
|
has the meaning set forth in Section 11.2 of Schedule B (Cross-Functional Obligations) | |
|
||
Signature Date
|
has the meaning set forth in the preamble of this Agreement. | |
|
||
Site
|
means any Service Recipient location; provided that as used in Attachment 3, Site means a service location identified in Appendix 3D to Attachment 3 (Network Sites), as modified pursuant to Change Control Procedures, and with a connection to the Textron WAN. | |
|
||
Small Site
|
means any location meeting the following 2 criteria: (a) less than or equal to seventy-five (75) Workstations; (b) located more than twenty (20) miles away from a Textron site where at least one full-time CSC support staff member is stationed. These criteria confirm eligibility only; actual designation as a Small Site may be subject to certain approvals or other conditions, as agreed upon by the Parties. | |
|
||
SOE or Standard Operating Environment
|
means the Software in the Standard Operating Environments and listed as such in Annex F-7 to Schedule F (Existing Equipment and Software), as such Annex may thereafter be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross- Functional Obligations). | |
|
||
SOE Software
|
means Software that is included in any SOE. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
14
Textron | CSC |
Term | Definition | |
Soft IMAC
|
means an IMAC that does not require physical presence onsite at the End-User office or Equipment location to complete the requested activity. | |
|
||
Software
|
means any computer program (including source code and object code), related documentation, tangible media, program interfaces and any Software Tools or object libraries embedded in that Software, which is used to provide, or which forms part of, the Services, or which is used in connection with the Services, or is otherwise used by Textron or any other Service Recipient. For the avoidance of doubt, Software includes any computer program embedded in or used in connection with a Supported Device. | |
|
||
Software Tools
|
means any Software that is used for Software development or testing, data capture, system maintenance, data search, analysis, project management, measurement and monitoring, including related methodologies, processes and know-how. Examples of Software Tools include compilers, interpreters, assemblers, 4GLs, editors, debuggers, and application generators. | |
|
||
Speed to Answer
|
has the meaning given to it in Section 3 of Appendix 5B. | |
|
||
SPOC
|
means the Level 1 Support single point of contact for End Users. | |
|
||
Standalone Server
|
means a Server that is physically located in a CSC Data Center in Norwich, Conn. or Chesterfield, England or in a Textron Data Center in Wichita, Kan., Hurst, Tex., and Providence, R.I (without regards to whether before or after any Transformation Completion Date.) or in any data center that may be substituted for any of the foregoing data centers in accordance with the Change Control Procedures. | |
|
||
Steering Committee
|
means the management committee formed pursuant to Schedule K (Governance) and identified therein as the Steering Committee. | |
|
||
Successor Supplier
|
means a Third Party to whom, on the termination of this Agreement for any reason, Textron proposes or intends to contract the Services or any part of the Services or any other services as Textron may require in substitution for or in addition to the Services. | |
|
||
Supported Device
|
means any device identified as such in Annex F-6 to Schedule F (Existing Equipment and Software) and any similar device added to Annex F-6 in accordance with a Change Control Procedure. A Supported Device may be in the form of a bar code printer, plotter, scanner, projector, time clock, certain designated cameras, certain designated PDAs, Blackberry, certain limited thin clients or other electronic device designated by Textron. This definition also includes Workstations in use at Small Sites; such devices shall be designated WS-Supported Device. | |
|
||
Supported Equipment
|
means any Equipment for which Services are provided through a Resource Unit. | |
|
||
Supported Network
|
means the WANs, LANs and any other Network related Equipment for which Services are provided through a Resource Unit. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
15
Textron | CSC |
Term | Definition | |
Supported Peripheral
|
means any non-asset-tagged, Workstation-related peripheral device and may be in the form of a PDA, local attached printer, zip drive, camera, or other similar electronic device, but shall not include a display monitor, keyboard, mouse, network printer, other pointing device or internal storage. Support for Supported Peripherals will be provided as such support exists (both as to nature and volume) as of the applicable Handover Date. Any new technology or increase in support requirements will be subject to a Change Control Procedure. | |
|
||
Supported Software
|
means one or more programs in Tier 1 Software, Tier 2 Software, Tier 3 Software, Tier 4 Software and Tier 5 Software; provided that no usage of this term in any context shall be construed to alter, enlarge, or change in any way CSCs financial responsibility as set forth in Annex F-7 to Schedule F. In the event of any conflict, this construction shall prevail. | |
|
||
Supported Workstation
|
means any Workstation for which a Resource Unit is payable. For purposes of Appendix 4A, Appendix 4B and Schedule B (Cross-Functional Obligations), Network Printers for which Textron incurs a Resource Unit charge shall be treated as Supported Workstations, as applicable. | |
|
||
Systems Change
|
means any change in the manner in which the Services are performed or provided, including changes in the Software, Equipment or systems used in the Service, as further described in Schedule K (Governance). | |
|
||
Systems Change Procedure
|
means the procedures for implementing a Systems Change as set forth in Section 7 of Schedule K (Governance). | |
|
||
Systems Change Request
|
means any request for a Systems Change. | |
|
||
Tax or Taxes
|
means all forms of taxation, whenever created or imposed, whether domestic or foreign (regardless of the identity of the taxing authority imposing such Tax), and without limiting the generality of the foregoing shall include net income, alternative or add-on minimum tax, gross income, sales, use, franchise, gross receipts, value added, service, consumption, ad valorem, profits, license, payroll, withholding, social security, unemployment insurance, employment, property, transfer, recording, excise, severance, stamp, occupation, premium, windfall profit, custom duty, capital stock or other tax, governmental fee or other like assessment, levy or charge of any kind whatsoever, together with any related interest, penalties or other additions to tax, or additional amounts imposed by any such taxing authority. When the term Tax is used with a specified form of taxation, e.g., Business Tax, it refers only to Taxes of the specified type. | |
|
||
Technology Plan
|
has the meaning set forth in Section 13.3 of the MSA. | |
|
||
Term
|
has the meaning set forth in Section 2.1 of the MSA. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
16
Textron | CSC |
Term | Definition | |
Termination
|
means the expiration of the Master Services Agreement or a Tower Services Agreement at the end of its Term without renewal, or the expiration of its Term after extending the applicable Agreement in accordance with Section 2.2 of the MSA or the termination of the MSA in whole or in part in accordance with Sections 21 or 24 of the MSA or termination of any Tower Services Agreement in accordance with its terms. | |
|
||
Termination Assistance
|
has the meaning as set forth in Section 24.8.1 of the MSA and includes those Services provided by CSC in connection with Termination as described in Sections 24.7 and 24.8 of the MSA and Schedule H (Termination Assistance). | |
|
||
Termination Assistance Period
|
has the meaning set forth in Section 24.8.1 of the MSA. | |
|
||
Termination Date
|
means the date of the Termination of the MSA or a Tower Services Agreement, in whole or in part, howsoever occurring. | |
|
||
Termination Transfer Plan
|
has the meaning set forth in Section 3 of Schedule H (Termination Assistance). | |
|
||
Textron
|
has the meaning set forth in the preamble of the MSA. | |
|
||
Textron Assets
|
has the meaning set forth in Section 17.4.1 of the MSA. | |
|
||
Textron Audit Representatives
|
means Textron and its appointed contractors (including internal audit staff), Textrons external auditors and their appointed contractors and regulator(s) and/or any other auditors, regulators, inspectors or contractors whom Textron designates in writing from time to time to conduct Audits on Textrons behalf. | |
|
||
Textron Competitor
|
means any company listed in Schedule L (Competitors) as it may be changed unilaterally by Textron from time to time upon written notice to CSC. | |
|
||
Textron Confidential Information
|
means all Confidential Information of Textron or another Service Recipient, in any form, furnished or made available directly or indirectly to CSC by Textron or another Service Recipient or otherwise obtained or created by CSC. | |
|
||
Textron Data
|
means all information, whether or not confidential, entered in Software or Equipment by or on behalf of Textron and information derived from such information, including as stored in or processed through the Equipment or Software. | |
|
||
Textron Facilities
|
has the meaning set forth in Section 7.1.1 of the MSA. | |
|
||
Textron Laws
|
means Laws with which Textron or a Service Recipient would be required to comply without regard to Textrons having entered into the Agreement with CSC. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
17
Textron | CSC |
Term | Definition | |
Textron Information
|
means all information, other than Textron Confidential Information and Textron Data, that relates to Textron, any Service Recipient, or any of its or their Affiliates, employees, contractors, agents, customers, partners, suppliers or joint venturers, including data or information about any of their operations, facilities, personnel, assets, products and programs, customer-specific data submitted to CSC by Textron or another Service Recipient, in whatever form that information may exist. | |
|
||
Textron Leased Equipment
|
means Equipment leased by Textron or another Service Recipient from any Third Party. | |
|
||
Textron Material
|
means Material owned by the Textron, a Service Recipient or any Affiliates of the foregoing (including Material in which the Intellectual Property Rights are owned by the Textron, a Service Recipient or an Affiliate) which is used to provide, or which forms part of, the Services. | |
|
||
Textron Owned Equipment
|
means Equipment owned by Textron or another Service Recipient. | |
|
||
Textron Personnel
|
means all employees of Textron, of any Service Recipient or of any contractor of Textron or any Service Recipient. | |
|
||
Textron Program Executive
|
means the individual designated by the Textron to whom CSC shall communicate issues related to the Agreement, as set forth in Schedule K (Governance). | |
|
||
Textron Software
|
means any Software which is owned by or licensed (other than to the extent provided in Sections 9.3.4 or 9.4.1 of the MSA) to Textron, another Service Recipient or any of their respective Affiliates (including any Intellectual Property Rights). | |
|
||
Textron-Retained Leases
|
means the Leases to Textron Leased Equipment that will be retained by Textron and managed by CSC in accordance with Section 8.2 of the MSA, and as set forth in Annex F-1 of Schedule F (Existing Equipment and Software). |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
18
Textron | CSC |
Term | Definition | |
Textron
Wide Area Network or Textron WAN
|
means the Equipment, Software, telecommunications facilities, lines, interconnect devices, wiring, cabling and fiber that are used to create, connect and transmit data, voice and video signals between and among: (i) Textrons (or a Service Recipients) LANs; (ii) Textrons (or a Service Recipients) field offices; (iii) other Textron (or Service Recipient) locations; (iv) non-Textron locations that do business with Textron (or Service Recipient), excluding the CSC WAN. A WAN commences with the WAN Network interconnect Equipment at one Textron (or Service Recipient) location (e.g., router, dial-up modem, dial backup Equipment) and ends with and includes the WAN Network interconnect Equipment (e.g., router, dial-up modem, dial backup Equipment) at another Textron (or such Service Recipient) location or non-Textron location that is interconnected with the first location via the WAN. For voice and data circuits, a Textron WAN includes local access and interexchange and other long-haul circuits, whether or not provided by a Third Party and used to transport voice traffic and interconnect with the public switch telephone network. | |
|
||
Third Party
|
has the meaning set forth in Section 25.13 of the MSA. | |
|
||
Third Party Contract
|
has the meaning set forth in Section 18.1.7 of the MSA. | |
|
||
Third Party Material
|
means Material used in connection with the Services which is not Textron Material or CSC Material. | |
|
||
Third Party Service Contracts
|
means those agreements pursuant to which a Third Party is, immediately prior to the Signature Date, furnishing or providing services to Textron similar to or which form part of the Services. Third Party Service Contracts are limited to those contracts included in Schedule F (Existing Equipment and Software) as it may be changed from time to time in accordance with a Change Control Procedure. | |
|
||
Third Party Software
|
means the Software which is not Textron Software or CSC Software. | |
|
||
Third Party Software Contracts
|
means those agreements pursuant to which a Third Party is, immediately prior to the Signature Date, furnishing or providing Third Party Software to Textron; provided that Third Party Software Contracts are limited to those contracts included in Schedule F (Existing Equipment and Software). | |
|
||
Third Party Systems Software
|
means software owned by a Third Party that is Tiers 1 3 Software. | |
|
||
Three Contact Rule
|
means the process that defines and governs contacting and scheduling time with the End User in support of Incidents and Service Requests, as defined in the Call Scheduling PPM chapter. | |
|
||
Tier 1 Software
|
means Tier 1 Software for Mainframe and Midrange Technology and Tier 1 Software for Workstations. | |
|
||
Tier 2 Software
|
means Tier 2 Software for Mainframe and Midrange Technology and Tier 2 Software for Workstations |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
19
Textron | CSC |
Term | Definition | |
Tier 3 Software
|
means Tier 3 Software for Mainframe and Midrange Technology and Tier 3 Software for Workstations | |
|
||
Tier 4 Software
|
means Tier 4 Software for Mainframe and Midrange Technology and Tier 4 Software for Workstations. | |
|
||
Tier 5 Software
|
means Tier 5 Software for Mainframe and Midrange Technology and Tier 5 Software for Workstations. | |
|
||
Tier 1 Software for Mainframe and
Midrange Technology
(collectively and
Tier 1 Software for
Mainframe
Technology and Tier
1 Software for
Midrange Technology
individually)
|
means those Software programs and programming (including supporting documentation, media, on-line help facilities and tutorials) that perform operating system, disk and file system and security hardening tasks. These types of Software include Software that operates the hardware storage management to create/modify/delete disk and swap space, and basic system security. Notwithstanding the foregoing, Tier 1 Software for Mainframe and Midrange Technology is limited to that Software identified as Tier 1 Software for Mainframe and Midrange Technology in Annex F-7 to Schedule F (Existing Equipment and Software), as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). | |
|
||
Tier 2 Software for
Mainframe and
Midrange Technology
(collectively and
Tier 2 Software for
Mainframe
Technology and Tier
2 Software for
Midrange Technology
individually)
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that consist of system management agents and products and tools and utilities, operational management tools (such as job schedulers and printing environments), storage administration and backup, network management, and session management tools. These types of Software programs consist of agents such as monitoring, asset management, and remote control. Software Tools include performance monitors and data collection. Notwithstanding the foregoing, Tier 2 Software for Mainframe and Midrange Technology is limited to that Software identified as Tier 2 Software for Mainframe and Midrange Technology in Annex F-7 to Schedule F (Existing Equipment and Software) as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). | |
|
||
Tier 3 Software for
Mainframe and
Midrange Technology
(collectively and
Tier 3 Software for
Mainframe
Technology and Tier
3 Software for
Midrange Technology
individually)
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform transaction processing tasks (such as IMS and web-based environments), database environments, and comprise the transaction processing environment, language environments including development and execution, and middleware products (e.g., MQSeries, Citrix and WebSphere) and the middleware environment. Notwithstanding the foregoing, Tier 3 Software for Mainframe and Midrange Technology is limited to that Software identified as Tier 3 Software for Mainframe and Midrange Technology in Annex F-7 to Schedule F (Existing Equipment and Software) as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
20
Textron | CSC |
Term | Definition | |
Tier 4 Software for Mainframe and Midrange
Technology (collectively and Tier 4
Software for Mainframe Technology and Tier
4 Software for Midrange Technology
individually)
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform the execution of business logic and the processing of data specific to Textrons business processes (including purchased and business applications developed by Textron or a Service Recipient) and application-specific standards. These types of Software programs are generally business unit or regional specific. Notwithstanding the foregoing, Tier 4 Software for Mainframe and Midrange Technology is limited to that Software identified as Tier 4 Software for Mainframe and Midrange Technology in Annex F-7 to Schedule F (Existing Equipment and Software) as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). | |
|
||
Tier 5 Software for Mainframe and Midrange
Technology (collectively and Tier 5
Software for Mainframe Technology and Tier
5 Software for Midrange Technology
individually)
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform the execution of business logic and the processing of data specific to Textrons business processes (including purchased and business applications developed by Textron or a Service Recipient) and application-specific standards (e.g., SAP, PeopleSoft). Notwithstanding the foregoing, Tier 5 Software for Mainframe and Midrange Technology is limited to that Software identified as Tier 5 Software for Mainframe and Midrange Technology in Annex F-7 to Schedule F (Existing Equipment and Software) as such Annex may be modified from time to time through the Change Control Procedure subject to Section 9.2 of Schedule B (Cross-Functional Obligations). | |
|
||
Tier 1 Software for Workstations
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform operating system functions and includes systems utilities, bios and firmware. These types of Software programs consist of the software that operates the hardware, storage management to create/modify/delete disk and swap space, basic system security as well as internet browsers and Microsoft terminal services and agents to deploy/manage the Supported Software. Notwithstanding the foregoing, Tier 1 Software for Workstations is limited to that Software identified as Tier 1 Software for Workstations in Annex F-7 to Schedule F (Existing Equipment and Software) as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
21
Textron | CSC |
Term | Definition | |
Tier 2 Software for Workstations
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that consist of multi-account software and Software Tools that are common across business units. These types of Software programs consist of media player, electronic mail, instant messaging, virus protection, productivity applications (i.e., MS Office), zip tools, and readers. Software Tools include performance monitors and data collection tools. Notwithstanding the foregoing, Tier 2 Software for Workstations is limited to that Software identified as Tier 2 Software for Workstations in Annex F-7 to Schedule F (Existing Equipment and Software) as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). | |
|
||
Tier 3 Software for Workstations
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform account specific functions. These types of Software programs consist of Dial-in/RAS capabilities, secure network access, and security software. Notwithstanding the foregoing, Tier 3 Software for Workstations is limited to that Software identified as Tier 3 Software for Workstations in Annex F-7 to Schedule F (Existing Equipment and Software) as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). | |
|
||
Tier 4 Software for Workstations
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform Business Unit specific functions. These types of Software programs consist of middleware clients. These types of Software programs will consist of some of the 2000 applications designated by Textron in Annex F-7 to Schedule F (Existing Equipment and Software) to be included in one or more SOEs. Notwithstanding the foregoing, Tier 4 Software for Workstations is limited to that Workstation Software identified as Workstation Tier 4 in Annex F-7 to Schedule F as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). | |
|
||
Tier 5 Software for Workstations
|
means those Software programs and programming (including the supporting documentation, media, on-line help facilities and tutorials) that perform End-user specific functions. These are limited to the 2000 applications designated by Textron in Annex F-7 to Schedule F (Existing Equipment and Software) to be included in one or more SOEs. Notwithstanding the foregoing, Tier 5 Software for Workstations is limited to that Software identified as Tier 5 Software for Workstations in Annex F-7 to Schedule F as such Annex may be modified from time to time through the Change Control Procedure, subject to Section 9.2 of Schedule B (Cross-Functional Obligations). |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
22
Textron | CSC |
Term | Definition | |
Token Authentication
|
means authentication through the use of a challenge system where a user must enter a response to the challenge provided by the token device usually a numerical sequence. | |
|
||
Tower of Services
|
has the meaning set forth in Recital A of the MSA. | |
|
||
Tower Services Agreement
|
has the meaning set forth in Recital D of the MSA. | |
|
||
Transfer Clauses
|
means the clauses set forth in Annex B-3 to Schedule B (Cross-Functional Obligations) for the transfer of personal data (as contained in the Textron Data or Textron Information) to data processors in third countries that do not ensure an adequate level of data protection pursuant to Articles 26.2 and 26.4 of Directive 95/46/EC. | |
|
||
Transferred Equipment
|
means the Equipment set forth in Annex F-4 of Schedule F (Existing Equipment and Software). | |
|
||
Transformation
|
means the performance of the activities described in Section I.B (Transformation Plans and Milestones). | |
|
||
Transformation Completion Date
|
means, for each Tower of Services, the date on which the activities described in the Transformation Plan for that Tower of Services have been completed. | |
|
||
Transformation Plan
|
has the meaning given in Section 3.6.2 of the MSA. | |
|
||
Transformation Period
|
means the period between the first Handover Date and the last Transformation Completion Date | |
|
||
Transformation Survey
|
is described in Section 12.3 of Schedule K (Governance). | |
|
||
Transition
|
means the performance of the activities described in Schedule I.A (Transition Plan and Milestones). | |
|
||
Transition Period
|
means the period between the Signature Date and the date on which the activities described in the Transition Plan are substantially complete. | |
|
||
Transition Survey
|
is described in Section 12.3 of Schedule K (Governance). | |
|
||
Transition Plan
|
has the meaning set forth in Section 3.6.1(a) of the MSA. | |
|
||
Transitioned Employee
|
has the meaning set forth in Section 1.2 of Schedule E. | |
|
||
TSO
|
means the IBM product Time Sharing Option and all IBM supported, un-supported, current, future and past releases of the product as well as all additional features and functions that are used by the IBM product as part of its operating environment. | |
|
||
Turnover Rate
|
has the meaning set forth in Section 10.6 of the MSA. |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
23
Textron | CSC |
Term | Definition | |
Virus
|
means: | |
|
||
|
(a) any program code or programming instructions constructed with the ability to damage,
interfere with or otherwise adversely affect computer programs, data files, Software,
Equipment or operations; or
|
|
|
||
|
(b) any other code typically designated to be a virus, worm, time or logic bomb, disabling
code or routine, backdoor or similar program.
|
|
|
||
Voice Network
|
means the infrastructure and other Network resources used to transport voice traffic associated with voice applications, including telephony, wireless, landline, voice over IP and voicemail. | |
|
||
Voice Network Services
|
means the Network Services as they relate to the Voice Network. | |
|
||
WAN
|
means a Textron WAN or a CSC WAN as applicable. | |
|
||
Web Hosting
|
means the provision of those web hosting services described in Attachment 2 (Tower Services Agreement for Midrange Services.) | |
|
||
Work Product
|
means any output (in whatever form), including any Software (including any source code), Material or Textron Data, which may be created, developed or Modified by or on behalf of CSC in the course of the performance of the Services, whether solely or jointly by CSC, CSC Subcontractors or any other Third Parties, including any Modifications to any Textron Software, Textron Material, CSC Software, CSC Material, Third Party Software or Third Party Material. | |
|
||
Workstation
|
means a device that consists of a system unit, a display monitor, a keyboard, a mouse, other pointing device and internal storage, including Supported Software, but excluding Supported Devices and Supported Peripherals. For the avoidance of doubt, a Workstation may be in the form of a desktop computer, a laptop computer, a UNIX (RISC reduced instruction set computer) computer, or a fully functioning thin client (a device used to access a backend server running applications to support the End User). | |
|
||
Workstation Services
|
has the meaning set forth in Attachment 4 (Tower Services Agreement for Workstation Services). |
Schedule A (Definitions) | Revised per Amendment No. 6 | |
Textron Inc | Company Proprietary and Confidential |
24
I. | Agreement to Change Backup Solution | |
The Parties have agreed that CSC will refresh the current tape-based backup solution to a disk-based backup solution for all Textron Sites. | ||
If a situation exists where the disk-based backup solution is not supported on an existing hardware platform, CSC will continue to support the existing tape-based solution or implement a viable alternative that is approved by Textron. | ||
CSC and Textron will jointly design the overall disk-based backup solution. Textron will have control over the strategic architecture for the disk-based backup solution. The solution will not be implemented without Textrons approval. | ||
The standard backup retention rate for Sites refreshed to the disk-based backup solution will be [***] onsite and [***] offsite. Textron may submit requests for longer retention rates if required and CSC will provide an estimate for any additional costs. | ||
The initial deployment will focus on the US and Canada Sites. This effort will begin on October 1, 2010 and is expected to be completed by June 1, 2011. Following completion of the US and Canada Sites, deployment will begin on all remaining Sites and is expected to be completed by December 1, 2011. | ||
Textron and CSC will jointly develop a deployment priority list for all Sites and manage any changes to that list and to the deployment dates with a formal change control process. |
Textron | Proprietary and Confidential | CSC |
1
The cost of the disk-based backup solution, including the deployment and support of the solution, growth, and refresh will be covered by the existing SAN Resource Unit rate. | |||
If any cost savings result from implementing the disk-based backup solution, CSC and Textron will share the net benefit of the decreased cost equitably. | |||
II. |
Agreement to Provide Internet Path Redundancy
CSC agrees to provide a secondary internet path in addition to the current internet path (Norwich Data Center) at no cost to Textron. Textron and CSC will collaborate to define the location, architecture, configuration and implementation plan. |
||
III. |
Agreement Regarding Exchange 2010 and Email Mailbox Size Increase
CSC agrees to increase mailbox sizes as follows without a change to the Resource Unit price: |
| Resource mailbox from [***] to [***] | ||
| Standard user from [***] to [***] | ||
| Executive users to [***], with redundancy [***] |
CSC and Textron will collaborate to upgrade Textrons Exchange environment to Exchange 2010. As part of this effort, the Exchange environment with be consolidated into two instances with one in the Norwich Data Center and one in the Chesterfield Data Center. | |||
CSC agrees to fund all CSC labor associated with this effort. Textron agrees to fund software licensing and labor associated with the scheduling and coordination of user migrations to the new instances. | |||
CSC and Textron will develop a detailed schedule for this effort by November 1, 2010. | |||
IV. | Agreement to Complete Norwich Data Center Improvement Actions | ||
CSC will complete all the improvement actions presented to Textron on Monday, August 9, 2010 (detailed in the PowerPoint titled Textron Norwich Data Center Visit) at no cost to Textron. This consists of actions to improve the following: |
| Internet service | ||
| Electrical systems | ||
| HVAC | ||
| Fire Suppression and Warning System | ||
| Server Build Process | ||
| Capacity Planning | ||
| Media Management Process | ||
| NetEISS Inventory |
Textron | Proprietary and Confidential | CSC |
2
| PTM Process | ||
| Server Decommission Process |
V. | Agreement to Provide Low Cost Country Pricing for Romania | ||
CSC shall provide Textron the following Low Cost Country (LCC) discounts for Romania effective upon the Execution Date of this agreement: |
| [***] discount off of CSC EMEA Resource Unit pricing if the Site is using the standard CSC operating model | ||
| [***] discount off of CSC EMEA Resource Unit pricing if the Site is using the Small Site Model |
VI. | Agreement to Provide Additional SAN RU (without Backup) | ||
CSC shall provide Textron the opportunity to decline backup services for specific servers effective on January 3, 2011. If a Service Recipient declines backup services, then they will be charged a reduced storage price as detailed below (SAN without Backup RU). |
Resource Unit | Year 7 | Year 8 | Year 9 | Year 10 | Year 11 | Year 12 | Year 13 | |||||||||||||||||||||
SAN
|
$ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] | ||||||||||||||
SAN without Backup
|
$ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] | $ | [***] |
Textron and CSC will collaborate to define the operating guidelines for how requests will be made and managed by December 1, 2010. | |||
VII. | Agreement to Provide Tiered Storage Pricing | ||
CSC will deliver a proposal to Textron, for implementation of tiered storage pricing, by January 3, 2011. The proposal will provide pricing options for unbundling the blended storage price into individual components (i.e., Tier 1, Tier 2, Tier 3). The change to tiered storage pricing will not immediately increase or decrease Textrons total storage spend. It will provide Textron the opportunity to make more cost effective decisions on which Tier to select based on the data being stored. CSC and Textron expect to have agreement on the RU pricing and architecture and to begin a tiered storage pilot no later than July 1, 2011. If the tiered storage pilot does not commence by July 1, 2011, then a [***] discount will be applied to all storage pricing RUs commencing with the July 2011 Services Month. The RU pricing discount will continue until the pilot has begun. The RU storage pricing discount will not be applicable if missing the commencement date of July 1, 2011 is due to actions or delays by Textron. |
Textron | Proprietary and Confidential | CSC |
3
VIII. | Changes to the MSA |
A. | Section 2.1 TERM is modified to read as follows (changes appear in italics): |
The term of this Agreement shall begin on the Signature Date and shall expire, unless terminated earlier in accordance with Section 23.1.3 or extended in accordance with Section 2.2, on the latest-to-occur of (a) the thirteenth (13 th ) anniversary of the earliest Handover Date or (b) the expiration of the last-to-expire Tower Services Agreement in accordance with its terms, or (c) completion of the Termination Assistance described in Section 24.8 in connection with the last-to-expire Tower Services Agreement (the Term). |
IX. | Changes to the Schedules |
A. | Schedule B (Cross-Functional Obligations) |
1. | Schedule B is hereby replaced in its entirety by the document, attached to this Amendment, titled Schedule B and containing the footer Revised per Amendment No. 7. Service Level CF-11 (CSC Hosted Data Center Site Availability) has been added to Annex B-2 (Cross Functional Service Levels) and Section 4 (Severity Weights) of Annex B-2 has been adjusted accordingly. Section 11.9.8 (Single Failure) and Section 11.10 (Continuous Improvement) of Schedule B have been revised to clarify that SLA CF-11 is not subject to those provisions. |
B. | Schedule D (Pricing) |
1. | Annex D-5 (Infrastructure Project Rate Card) is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-5 and containing the footer Revised per Amendment No. 7. Rates for Contract Years 11, 12, and 13 have been added to the Rate Card. |
2. | Annex D-8 (Termination Fee Schedule) is hereby added to the MSA by the document, attached to this Amendment, titled Annex D-8. | ||
3. | Annex D-9 (Master Pricing Table) is hereby added to the MSA by the document, attached to this Amendment, titled Annex D-9 Master Pricing Table. |
C. | Schedule N (Refresh Schedule) | ||
The following entry in the Midrange section of Schedule N is hereby modified to read as follows: |
| Shared Storage (SAN) 5 years | ||
| Disk-based Backup Infrastructure 5 years |
Textron | Proprietary and Confidential | CSC |
4
X. | Changes to the Tower Services Agreements (a/k/a Attachments) |
A. | Attachment 1 (Mainframe Services) |
1. | Appendix 1C, Section 4 Pricing Matrices is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-9 Master Pricing Table. | ||
2. | Section 7 Termination for Convenience Fees is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-8 Termination for Convenience Fees. | ||
3. | Annex 1C-1 Baseline RU Volume is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex 1C-1 and containing the footer Revised per Amendment No. 7. |
B. | Attachment 2 (Midrange Services) |
1. | Appendix 2C, Section 4 Pricing Matrices is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-9 Master Pricing Table. | ||
2. | Section 7 Termination for Convenience Fees is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-8 Termination for Convenience Fees. | ||
3. | Annex 2C-1 Baseline RU Volume is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex 2C-1 and containing the footer Revised per Amendment No. 7. |
C. | Attachment 3 (Network Services) |
1. | Appendix 3C, Section 4 Pricing Matrices is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-9 Master Pricing Table. | ||
2. | Section 7 Termination for Convenience Fees is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-8 Termination for Convenience Fees. |
D. | Attachment 4 (Workstation Services) |
1. | Section 4 Pricing Matrices is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-9 Master Pricing Table. | ||
2. | Section 6 Termination for Convenience Fees is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-8 Termination for Convenience Fees. |
Textron | Proprietary and Confidential | CSC |
5
E. | Attachment 5 (Service Desk Services) |
1. | Appendix 5C, Section 4 Pricing Matrices is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-9 Master Pricing Table. | ||
2. | Section 7 Termination for Convenience Fees is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex D-8 Termination for Convenience Fees. | ||
3. | Annex 5C-1 Baseline RU Volume is hereby replaced in its entirety by the document, attached to this Amendment, titled Annex 5C-1 and containing the footer Revised per Amendment No. 7. |
XI. | Miscellaneous |
A. | Defined Terms . All capitalized terms which are used but not otherwise defined herein shall have the meanings set forth in the Agreement. | ||
B. | Other Provisions Unchanged . This Amendment No. 7 supersedes all prior agreements, oral or written, related to the subject matter hereof. This Amendment No. 7 may not be modified except as agreed in writing by the Parties as a duly executed modification to the Agreement. Except as specifically amended hereby, all other provisions of the Agreement shall remain in full force and effect. | ||
C. | References/Incorporation . All references in the MSA and Amendments to this Agreement, herein, hereof and words of similar import shall be deemed to refer to the entire Agreement as amended by this Amendment No. 7. This Amendment No. 7 is hereby incorporated into, and is made a part of, the Agreement. This Amendment No. 7 is subject to, and shall be governed by, all the terms and conditions of the Agreement, except to the extent such terms are expressly modified by this Amendment No. 7. In the event of a conflict or inconsistency between the terms of the Agreement and those of this Amendment No. 7, the latter shall govern. | ||
D. | Effective Dates . This Amendment No. 7 shall be effective on the Execution Date of this Amendment. Certain provisions may have been implemented by agreement of the Parties earlier than the Execution Date. Such earlier effective dates shall not be undone by this Execution Date. |
Textron | Proprietary and Confidential | CSC |
6
Textron, Inc. | Computer Sciences Corporation | |||||||||
|
||||||||||
By:
|
/s/ Gary Cantrell
|
By: |
/s/ James J. Buchanan
|
|||||||
Gary Cantrell | 30 Sept 2010 | James J. Buchanan | 9-30-10 | |||||||
Vice President and Chief Information Officer | Contracts Director | |||||||||
Textron Information Services | Aerospace and Defense Industry |
Textron | Proprietary and Confidential | CSC |
7
Year | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense*
|
$ | 176 | $ | 153 | $ | 141 | $ | 110 | $ | 100 | ||||||||||
Estimated interest portion of rents
|
29 | 31 | 32 | 25 | 25 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 205 | $ | 184 | $ | 173 | $ | 135 | $ | 125 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Income:
|
||||||||||||||||||||
Income (loss) from continuing operations before
income taxes
|
$ | 86 | $ | (149 | ) | $ | 629 | $ | 1,234 | $ | 907 | |||||||||
Fixed charges
|
205 | 184 | 173 | 135 | 125 | |||||||||||||||
Dividends received from Finance group
|
505 | 349 | 142 | 135 | 80 | |||||||||||||||
Capital contributions paid to Finance group
under Support Agreement**
|
(383 | ) | (270 | ) | (625 | ) | | | ||||||||||||
Eliminate pretax loss (income) of Finance group
|
339 | 307 | 538 | (222 | ) | (210 | ) | |||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Adjusted income
|
$ | 752 | $ | 421 | $ | 857 | $ | 1,282 | $ | 902 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of income to fixed charges
|
3.67 | 2.29 | 4.95 | 9.50 | 7.22 | |||||||||||||||
|
* | 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 | ||||||||||||||||||||
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest expense*
|
$ | 270 | $ | 309 | $ | 448 | $ | 507 | $ | 451 | ||||||||||
|
||||||||||||||||||||
Estimated interest portion of rents
|
31 | 33 | 35 | 28 | 28 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Total fixed charges
|
$ | 301 | $ | 342 | $ | 483 | $ | 535 | $ | 479 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Income:
|
||||||||||||||||||||
Income (loss) from continuing operations before
income taxes
|
$ | 86 | $ | (149 | ) | $ | 629 | $ | 1,234 | $ | 907 | |||||||||
Fixed charges
|
301 | 342 | 483 | 535 | 479 | |||||||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Adjusted income
|
$ | 387 | $ | 193 | $ | 1,112 | $ | 1,769 | $ | 1,386 | ||||||||||
|
||||||||||||||||||||
|
||||||||||||||||||||
Ratio of income to fixed charges
|
1.29 | 0.56 | 2.30 | 3.31 | 2.89 | |||||||||||||||
|
* | 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 | ||||
Medical Numerics, Inc.
|
Virginia | ||||
Overwatch Systems, Ltd.
|
Delaware | ||||
Textron Pacific Pty Ltd.
|
Australia | ||||
Textron Systems Corporation
|
Delaware | ||||
Textron Systems Rhode Island (2001) Inc.
|
Delaware | ||||
United Industrial Corporation
|
Delaware | ||||
AAI Corporation
|
Maryland | ||||
AAI/ACL Technologies, Inc.
|
Maryland | ||||
AAI Aerosonde Pty Ltd.
|
Australia | ||||
Aerosonde Pty Ltd.
|
Australia | ||||
AAI Services Corporation
|
Maryland | ||||
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 | ||||
McTurbine Inc.
|
Texas | ||||
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 | ||||
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 | ||||
Textron Systems Canada Inc.
|
Ontario | ||||
Opto-Electronics Inc.
|
Ontario | ||||
TRAK International, Inc.
|
Delaware | ||||
Turbine Engine Components Textron (Newington Operations) Inc.
|
Connecticut | ||||
Westminster Insurance Company
|
Vermont | ||||
Page 3
/s/ Ernst & Young LLP |
TEXTRON INC.
|
||||
By: | /s/ Scott C. Donnelly | |||
Scott C. Donnelly | ||||
Chairman, President and Chief Executive Officer | ||||
/s/ Terrence ODonnell | ||||
Terrence ODonnell | ||||
Executive Vice President, General Counsel,
Corporate Secretary and Chief Compliance Officer |
/s/ Scott C. Donnelly
|
/s/ Dain M. Hancock | ||
|
|||
Scott C. Donnelly
|
Dain M. Hancock | ||
Chairman, President and
|
Director | ||
Chief Executive Officer
|
|||
(principal executive officer)
|
|||
|
|||
/s/ Kathleen M. Bader
|
/s/ Lord Powell of Bayswater KCMG | ||
|
|||
Kathleen M. Bader
|
Lord Powell of Bayswater KCMG | ||
Director
|
Director | ||
|
|||
/s/ R. Kerry Clark
|
/s/ Lloyd G. Trotter | ||
|
|||
R. Kerry Clark
|
Lloyd G. Trotter | ||
Director
|
Director | ||
|
|||
/s/ Ivor J. Evans
|
/s/ Thomas B. Wheeler | ||
|
|||
Ivor J. Evans
|
Thomas B. Wheeler | ||
Director
|
Director | ||
|
|||
/s/ Lawrence K. Fish
|
/s/ James L. Ziemer | ||
|
|||
Lawrence K. Fish
|
James L. Ziemer | ||
Director
|
Director | ||
|
|||
/s/ Joe T. Ford
|
/s/ Frank T. Connor | ||
|
|||
Joe T. Ford
|
Frank T. Connor | ||
Director
|
Executive Vice President and Chief Financial | ||
|
Officer (principal financial officer) | ||
|
|||
/s/ Paul E. Gagné
|
/s/ Richard L. Yates | ||
|
|||
Paul E. Gagné
|
Richard L. Yates | ||
Director
|
Senior Vice President and Corporate | ||
|
Controller | ||
|
(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: March 1, 2011 | /s/ Scott C. Donnelly | |||
Scott C. Donnelly | ||||
Chairman, 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: March 1, 2011 | /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: March 1, 2011 | /s/ Scott C. Donnelly | |||
Scott C. Donnelly | ||||
Chairman, 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: March 1, 2011 | /s/ Frank T. Connor | |||
Frank T. Connor | ||||
Executive Vice President and Chief Financial Officer | ||||