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Note 1. Basis of Presentation
Our Consolidated Financial Statements include the accounts of Textron Inc. (Textron) and its majority-owned subsidiaries. On March 14, 2014, we completed the acquisition of all of the outstanding equity interests in Beech Holdings, LLC, which included Beechcraft Corporation and other subsidiaries, (collectively “Beechcraft”). The results of Beechcraft have been included in our consolidated financial statements only for the period subsequent to the completion of the acquisition. As a result, the consolidated financial results for the three months ended March 29, 2014 do not reflect a full three months of Beechcraft operations.
We have prepared these unaudited consolidated financial statements in accordance with accounting principles generally accepted in the U.S. for interim financial information. Accordingly, these interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements. The consolidated interim financial statements included in this quarterly report should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 28, 2013. In the opinion of management, the interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.
Our financings are conducted through two separate borrowing groups. The Manufacturing group consists of Textron consolidated with its majority-owned subsidiaries that operate in the Bell, Textron Systems and Industrial segments, and the newly formed Textron Aviation segment, which includes the legacy Cessna segment and the recently acquired Beechcraft business. The Finance group, which also is the Finance segment, consists of Textron Financial Corporation (TFC) and its consolidated subsidiaries. We designed this framework to enhance our borrowing power by separating the Finance group. Our Manufacturing group operations include the development, production and delivery of tangible goods and services, while our Finance group provides financial services. Due to the fundamental differences between each borrowing group’s activities, investors, rating agencies and analysts use different measures to evaluate each group’s performance. To support those evaluations, we present balance sheet and cash flow information for each borrowing group within the Consolidated Financial Statements. All significant intercompany transactions are eliminated from the Consolidated Financial Statements, including retail and wholesale financing activities for inventory sold by our Manufacturing group and financed by our Finance group.
Use of Estimates
We prepare our financial statements in conformity with generally accepted accounting principles, which require us to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated Statements of Operations in the period that they are determined.
During 2014 and 2013, we changed our estimates of revenues and costs on certain long-term contracts that are accounted for under the percentage-of-completion method of accounting. These changes in estimates increased income from continuing operations before income taxes in the first quarter of 2014 and 2013 by $21 million and $7 million, respectively, ($13 million and $5 million after tax, or $0.05 and $0.02 per diluted share, respectively). For the first quarter of 2014 and 2013, the gross favorable program profit adjustments totaled $24 million and $9 million, respectively, and the gross unfavorable program profit adjustments totaled $3 million and $2 million, respectively.
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Note 2. Business Acquisitions
On March 14, 2014, we acquired Beechcraft for an aggregate cash payment of $1.5 billion that included a repayment of a portion of Beechcraft’s working capital credit facility at closing. We financed a portion of the purchase price with the issuance of $600 million in senior notes on January 30, 2014 and by drawing $500 million under the five-year term loan agreement entered into on January 24, 2014. The balance was paid from cash on hand.
Beechcraft is a leading manufacturer of business, special mission, light attack and trainer aircraft, including the King Air turboprops, piston-engine Baron and Bonanza, and the T-6 trainer and AT-6 light attack military aircraft. Beechcraft also has a global network of both factory-owned and authorized service centers. The acquisition of Beechcraft and the formation of the new Textron Aviation segment provide increased scale and complementary product offerings, allowing us to strengthen our position across the aviation industry and enhance our ability to support our customers.
The consideration paid for this business was allocated on a preliminary basis to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. Due to the size and breadth of this acquisition, additional time is necessary to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the acquisition date including the significant contractual and operational factors used in determining the fair values of certain assets, the assumptions made for certain liabilities and the related tax impacts of any changes made. We will finalize the purchase accounting as soon as reasonably possible during the one-year-measurement period allowed under generally accepted accounting principles. Any potential adjustments to the preliminary fair values could be material. Our preliminary allocation of the purchase price is presented below.
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|
|
| |
(In millions) |
|
March 14, |
| |
Accounts receivable |
|
$ |
112 |
|
Inventories |
|
771 |
| |
Other current assets |
|
168 |
| |
Property, plant and equipment |
|
260 |
| |
Intangible assets |
|
594 |
| |
Goodwill |
|
214 |
| |
Other assets |
|
187 |
| |
Accounts payable |
|
(144 |
) | |
Accrued liabilities |
|
(301 |
) | |
Other liabilities |
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(383 |
) | |
Total net assets acquired |
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$ |
1,478 |
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On a preliminary basis, we recorded $214 million of goodwill, primarily related to expected synergies from combining operations and the value of the existing workforce, and $594 million in intangible assets, which primarily include unpatented technology related to original equipment manufactured parts and designs and customer relationships valued at $386 million and trade names valued at $208 million. The unpatented technology and customer relationships assets have a life of 15 years, resulting in amortization expense in the range of approximately $18 million to $32 million annually. Substantially all of the trade names intangible asset has an indefinite life and therefore is not subject to amortization. Approximately $265 million of tax-deductible goodwill was acquired in this transaction.
During the first quarter of 2014, we incurred transaction costs related to the acquisition of $11 million, which were recorded within Acquisition and restructuring costs on the Consolidated Statements of Operations.
In connection with the integration of Beechcraft, we initiated a restructuring program in our Textron Aviation segment in the first quarter of 2014 to align the Cessna and Beechcraft businesses, reduce operating redundancies and maximize efficiencies. We expect to incur costs for this program related to employee terminations, facility consolidations, contract terminations and other transition-related costs, and estimate that this program will result in charges of approximately $35 million in 2014. We expect to incur additional costs in 2015, but do not expect these costs to be material. In the first quarter of 2014, we recorded $5 million of charges related to restructuring activities that are included in the Acquisition and restructuring costs line on the Consolidated Statements of Operations. On April 23, 2014, we announced a reduction of approximately 750 positions and expect to record a charge of $12 million related to this action in the second quarter of 2014.
The results of Beechcraft have been included in our consolidated financial statements only for the period subsequent to the completion of the acquisition. From the closing date through March 29, 2014, Beechcraft’s revenues totaled $101 million. Presentation of pro-forma financial results for the Beechcraft acquisition will be included in our Form 10-Q for the period ending June 28, 2014, as it is impracticable to include in the first quarter filing without undue cost and effort due to the close proximity of the transaction closing date to the end of our first quarter.
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Note 3. Retirement Plans
We provide defined benefit pension plans and other postretirement benefits to eligible employees. The components of net periodic benefit cost for these plans are as follows:
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Pension Benefits |
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Postretirement Benefits |
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(In millions) |
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March 29, |
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March 30, |
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|
March 29, |
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March 30, |
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Three Months Ended |
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Service cost |
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$ |
27 |
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|
$ |
33 |
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$ |
1 |
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$ |
2 |
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Interest cost |
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79 |
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|
73 |
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|
5 |
|
|
5 |
| ||||
Expected return on plan assets |
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(111 |
) |
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(105 |
) |
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— |
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— |
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Amortization of prior service cost (credit) |
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4 |
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4 |
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(6 |
) |
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(3 |
) | ||||
Amortization of net actuarial loss |
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28 |
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|
46 |
|
|
1 |
|
|
2 |
| ||||
Net periodic benefit cost |
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$ |
27 |
|
|
$ |
51 |
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|
$ |
1 |
|
|
$ |
6 |
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Note 6. Accounts Receivable and Finance Receivables
Accounts Receivable
Accounts receivable is composed of the following:
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(In millions) |
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March 29, |
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December 28, |
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Commercial |
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$ |
849 |
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$ |
654 |
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U.S. Government contracts |
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317 |
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|
347 |
| ||
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1,166 |
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1,001 |
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Allowance for doubtful accounts |
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(25 |
) |
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(22 |
) | ||
Total |
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$ |
1,141 |
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$ |
979 |
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We have unbillable receivables, primarily on U.S. Government contracts that arise when the revenues we have appropriately recognized based on performance cannot be billed yet under terms of the contract. Unbillable receivables within accounts receivable totaled $142 million at March 29, 2014 and $163 million at December 28, 2013.
Finance Receivables
Finance receivables by classification are presented in the following table:
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(In millions) |
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March 29, |
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December 28, |
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Finance receivables held for investment |
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$ |
1,427 |
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$ |
1,483 |
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Allowance for losses |
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(54 |
) |
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(55 |
) | ||
Total finance receivables held for investment, net |
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1,373 |
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1,428 |
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Finance receivables held for sale |
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61 |
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|
65 |
| ||
Total finance receivables, net |
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$ |
1,434 |
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$ |
1,493 |
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Credit Quality Indicators and Nonaccrual Finance Receivables
We internally assess the quality of our finance receivables based on a number of key credit quality indicators and statistics such as delinquency, loan balance to estimated collateral value and the financial strength of individual borrowers and guarantors. Because many of these indicators are difficult to apply across an entire class of receivables, we evaluate individual loans on a quarterly basis and classify these loans into three categories based on the key credit quality indicators for the individual loan. These three categories are performing, watchlist and nonaccrual.
We classify finance receivables as nonaccrual if credit quality indicators suggest full collection of principal and interest is doubtful. In addition, we automatically classify accounts as nonaccrual once they are contractually delinquent by more than three months unless collection of principal and interest is not doubtful. Recognition of interest income is suspended for these accounts and all cash collections are used to reduce the net investment balance. We resume the accrual of interest when the loan becomes contractually current through payment according to the original terms of the loan or, if a loan has been modified, following a period of performance under the terms of the modification, provided we conclude that collection of all principal and interest is no longer doubtful. Previously suspended interest income is recognized at that time. Accounts are classified as watchlist when credit quality indicators have deteriorated as compared with typical underwriting criteria, and we believe collection of full principal and interest is probable but not certain. All other finance receivables that do not meet the watchlist or nonaccrual categories are classified as performing.
A summary of finance receivables categorized based on the credit quality indicators discussed above is as follows:
(In millions) |
|
March 29, |
|
December 28, | ||
Performing |
|
$ |
1,208 |
|
$ |
1,285 |
Watchlist |
|
121 |
|
93 | ||
Nonaccrual |
|
98 |
|
105 | ||
Total |
|
$ |
1,427 |
|
$ |
1,483 |
Nonaccrual as a percentage of total finance receivables |
|
6.87% |
|
7.08% |
We measure delinquency based on the contractual payment terms of our loans and leases. In determining the delinquency aging category of an account, any/all principal and interest received is applied to the most past-due principal and/or interest amounts due. If a significant portion of the contractually due payment is delinquent, the entire finance receivable balance is reported in accordance with the most past-due delinquency aging category.
Finance receivables by delinquency aging category are summarized in the table below:
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Less than 31 days past due |
|
$ |
1,204 |
|
|
$ |
1,295 |
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31-60 days past due |
|
98 |
|
|
108 |
| ||
61-90 days past due |
|
87 |
|
|
37 |
| ||
Over 90 days past due |
|
38 |
|
|
43 |
| ||
Total |
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$ |
1,427 |
|
|
$ |
1,483 |
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There were no significant accrual status loans greater than 90 days past due at March 29, 2014. Accrual status loans that were greater than 90 days past due totaled $5 million at December 28, 2013. At March 29, 2014 and December 28, 2013, 60+ days contractual delinquency as a percentage of finance receivables was 8.76% and 5.39%, respectively.
Loan Modifications
Troubled debt restructurings occur when we have either modified the contract terms of finance receivables for borrowers experiencing financial difficulties or accepted a transfer of assets in full or partial satisfaction of the loan balance. The types of modifications we typically make include extensions of the original maturity date of the contract, delays in the timing of required principal payments and deferrals of interest payments. The changes effected by modifications made during the first quarter of 2014 and 2013 to finance receivables were not material.
Impaired Loans
On a quarterly basis, we evaluate individual finance receivables for impairment in non-homogeneous portfolios and larger balance accounts in homogeneous loan portfolios. A finance receivable is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement based on our review of the credit quality indicators discussed above. Impaired finance receivables include both nonaccrual accounts and accounts for which full collection of principal and interest remains probable, but the account’s original terms have been, or are expected to be, significantly modified. If the modification specifies an interest rate equal to or greater than a market rate for a finance receivable with comparable risk, the account is not considered impaired in years subsequent to the modification. Interest income recognized on impaired loans was not significant in the first quarter of 2014 or 2013.
A summary of impaired finance receivables, excluding leveraged leases, and the average recorded investment is provided below:
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Recorded investment: |
|
|
|
|
|
| ||
Impaired loans with no related allowance for losses |
|
$ |
35 |
|
|
$ |
78 |
|
Impaired loans with related allowance for losses |
|
62 |
|
|
59 |
| ||
Total |
|
$ |
97 |
|
|
$ |
137 |
|
Unpaid principal balance |
|
$ |
101 |
|
|
$ |
141 |
|
Allowance for losses on impaired loans |
|
16 |
|
|
14 |
| ||
Average recorded investment |
|
117 |
|
|
155 |
|
A summary of the allowance for losses on finance receivables that are evaluated on an individual basis and on a collective basis is provided below. The finance receivables included in the table below excludes leveraged leases in accordance with generally accepted accounting principles.
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Allowance based on collective evaluation |
|
$ |
38 |
|
|
$ |
41 |
|
Allowance based on individual evaluation |
|
16 |
|
|
14 |
| ||
Finance receivables evaluated collectively |
|
$ |
1,209 |
|
|
$ |
1,226 |
|
Finance receivables evaluated individually |
|
97 |
|
|
137 |
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Allowance for Losses
We maintain the allowance for losses on finance receivables at a level considered adequate to cover inherent losses in the portfolio based on management’s evaluation. For larger balance accounts specifically identified as impaired, a reserve is established based on comparing the expected future cash flows, discounted at the finance receivable’s effective interest rate, or the fair value of the underlying collateral if the finance receivable is collateral dependent, to its carrying amount. The expected future cash flows consider collateral value; financial performance and liquidity of our borrower; existence and financial strength of guarantors; estimated recovery costs, including legal expenses; and costs associated with the repossession and eventual disposal of collateral. When there is a range of potential outcomes, we perform multiple discounted cash flow analyses and weight the potential outcomes based on their relative likelihood of occurrence. The evaluation of our portfolio is inherently subjective, as it requires estimates, including the amount and timing of future cash flows expected to be received on impaired finance receivables and the estimated fair value of the underlying collateral, which may differ from actual results. While our analysis is specific to each individual account, critical factors included in this analysis are industry valuation guides, age and physical condition of the collateral, payment history and existence and financial strength of guarantors.
We also establish an allowance for losses to cover probable but specifically unknown losses existing in the portfolio. The allowance is established as a percentage of non-recourse finance receivables, which have not been identified as requiring specific reserves. The percentage is based on a combination of factors, including historical loss experience, current delinquency and default trends, collateral values and both general economic and specific industry trends. Finance receivables are charged off at the earlier of the date the collateral is repossessed or when no payment has been received for six months, unless management deems the receivable collectible.
A rollforward of the allowance for losses on finance receivables is provided below:
|
|
|
| |||||
|
|
Three Months Ended |
| |||||
(In millions) |
|
March 29, |
|
|
March 30, |
| ||
Balance at the beginning of period |
|
$ |
55 |
|
|
$ |
84 |
|
Provision for losses |
|
4 |
|
|
(7 |
) | ||
Charge-offs |
|
(6 |
) |
|
(3 |
) | ||
Recoveries |
|
1 |
|
|
3 |
| ||
Balance at the end of period |
|
$ |
54 |
|
|
$ |
77 |
|
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Note 7. Inventories
Inventories are composed of the following:
|
|
|
|
|
| |||
(In millions) |
|
March 29, 2014 |
|
|
December 28, |
| ||
Finished goods |
|
$ |
1,572 |
|
|
$ |
1,276 |
|
Work in process |
|
2,905 |
|
|
2,477 |
| ||
Raw materials and components |
|
581 |
|
|
407 |
| ||
|
|
5,058 |
|
|
4,160 |
| ||
Progress/milestone payments |
|
(1,149 |
) |
|
(1,197 |
) | ||
Total |
|
$ |
3,909 |
|
|
$ |
2,963 |
|
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Note 8. Accrued Liabilities
We provide limited warranty and product maintenance programs, including parts and labor, for certain products for periods ranging from one to five years. Changes in our warranty and product maintenance liabilities are as follows:
|
|
Three Months Ended |
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(In millions) |
|
March 29, |
|
|
March 30, |
| ||
Accrual at the beginning of period |
|
$ |
223 |
|
|
$ |
222 |
|
Provision |
|
70 |
|
|
67 |
| ||
Settlements |
|
(69 |
) |
|
(70 |
) | ||
Acquisitions |
|
56 |
|
|
— |
| ||
Adjustments* |
|
(4 |
) |
|
— |
| ||
Accrual at the end of period |
|
$ |
276 |
|
|
$ |
219 |
|
* Adjustments include changes to prior year estimates, new issues on prior year sales and currency translation adjustments.
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Note 9. Debt
On January 24, 2014, we entered into a five-year term loan agreement with a syndicate of banks in the principal amount of $500 million. On January 30, 2014, we issued $250 million in 3.65% notes due 2021 and $350 million in 4.30% notes due 2024 under our shelf registration statement. Upon the closing of the Beechcraft acquisition on March 14, 2014, we fully drew down on the five-year term loan and used the cash, along with the net proceeds of the issuance of the notes, to finance a portion of the acquisition.
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Note 10. Accumulated Other Comprehensive Loss and Other Comprehensive Income
The components of Accumulated Other Comprehensive Loss are presented below:
(In millions) |
|
Foreign |
|
Pension and |
|
Deferred |
|
Accumulated |
| ||||
For the three months ended March 29, 2014 |
|
|
|
|
|
|
|
|
| ||||
Beginning balance |
|
$ |
93 |
|
$ |
(1,110 |
) |
$ |
(10 |
) |
$ |
(1,027 |
) |
Other comprehensive income before reclassifications |
|
(6 |
) |
— |
|
(9 |
) |
(15 |
) | ||||
Amounts reclassified from Accumulated Other Comprehensive Loss |
|
— |
|
18 |
|
2 |
|
20 |
| ||||
Other comprehensive income |
|
(6 |
) |
18 |
|
(7 |
) |
5 |
| ||||
Ending balance |
|
$ |
87 |
|
$ |
(1,092 |
) |
$ |
(17 |
) |
$ |
(1,022 |
) |
For the three months ended March 30, 2013 |
|
|
|
|
|
|
|
|
| ||||
Beginning balance |
|
$ |
81 |
|
$ |
(1,857 |
) |
$ |
6 |
|
$ |
(1,770 |
) |
Other comprehensive loss before reclassifications |
|
(10 |
) |
— |
|
(5 |
) |
(15 |
) | ||||
Amounts reclassified from Accumulated Other Comprehensive Loss |
|
— |
|
32 |
|
(2 |
) |
30 |
| ||||
Other comprehensive income |
|
(10 |
) |
32 |
|
(7 |
) |
15 |
| ||||
Ending balance |
|
$ |
71 |
|
$ |
(1,825 |
) |
$ |
(1 |
) |
$ |
(1,755 |
) |
The before and after-tax components of Other Comprehensive Income are presented below:
(In millions) |
|
Pre-Tax |
|
Tax |
|
After-Tax |
| |||
For the three months ended March 29, 2014 |
|
|
|
|
|
|
| |||
Pension and postretirement benefits adjustments: |
|
|
|
|
|
|
| |||
Amortization of net actuarial loss* |
|
$ |
29 |
|
$ |
(10 |
) |
$ |
19 |
|
Amortization of prior service cost* |
|
(2 |
) |
1 |
|
(1 |
) | |||
Pension and postretirement benefits adjustments, net |
|
27 |
|
(9 |
) |
18 |
| |||
Deferred gains/losses on hedge contracts: |
|
|
|
|
|
|
| |||
Current deferrals |
|
(11 |
) |
2 |
|
(9 |
) | |||
Reclassification adjustments |
|
2 |
|
— |
|
2 |
| |||
Deferred gains/losses on hedge contracts, net |
|
(9 |
) |
2 |
|
(7 |
) | |||
Foreign currency translation adjustments |
|
(7 |
) |
1 |
|
(6 |
) | |||
Total |
|
$ |
11 |
|
$ |
(6 |
) |
$ |
5 |
|
For the three months ended March 30, 2013 |
|
|
|
|
|
|
| |||
Pension and postretirement benefits adjustments: |
|
|
|
|
|
|
| |||
Amortization of net actuarial loss* |
|
$ |
48 |
|
$ |
(17 |
) |
$ |
31 |
|
Amortization of prior service cost* |
|
1 |
|
— |
|
1 |
| |||
Pension and postretirement benefits adjustments, net |
|
49 |
|
(17 |
) |
32 |
| |||
Deferred gains/losses on hedge contracts: |
|
|
|
|
|
|
| |||
Current deferrals |
|
(6 |
) |
1 |
|
(5 |
) | |||
Reclassification adjustments |
|
(2 |
) |
— |
|
(2 |
) | |||
Deferred gains/losses on hedge contracts, net |
|
(8 |
) |
1 |
|
(7 |
) | |||
Foreign currency translation adjustments |
|
(2 |
) |
(8 |
) |
(10 |
) | |||
Total |
|
$ |
39 |
|
$ |
(24 |
) |
$ |
15 |
|
*These components of other comprehensive income are included in the computation of net periodic pension cost. See Note 11 of our 2013 Annual Report on Form 10-K for additional information.
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Note 11. Commitments and Contingencies
We are subject to legal proceedings and other claims arising out of the conduct of our business, including proceedings and claims relating to commercial and financial transactions; government contracts; alleged lack of compliance with applicable laws and regulations; production partners; product liability; patent and trademark infringement; employment disputes; and environmental, safety and health matters. Some of these legal proceedings and claims seek damages, fines or penalties in substantial amounts or remediation of environmental contamination. As a government contractor, we are subject to audits, reviews and investigations to determine whether our operations are being conducted in accordance with applicable regulatory requirements. Under federal government procurement regulations, certain claims brought by the U.S. Government could result in our suspension or debarment from U.S. Government contracting for a period of time. On the basis of information presently available, we do not believe that existing proceedings and claims will have a material effect on our financial position or results of operations.
|
Note 12. Derivative Instruments and Fair Value Measurements
We measure fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We prioritize the assumptions that market participants would use in pricing the asset or liability into a three-tier fair value hierarchy. This fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets for identical assets or liabilities and the lowest priority (Level 3) to unobservable inputs in which little or no market data exist, requiring companies to develop their own assumptions. Observable inputs that do not meet the criteria of Level 1, which include quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets and liabilities in markets that are not active, are categorized as Level 2. Level 3 inputs are those that reflect our estimates about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances. Valuation techniques for assets and liabilities measured using Level 3 inputs may include methodologies such as the market approach, the income approach or the cost approach and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data. These unobservable inputs are utilized only to the extent that observable inputs are not available or cost-effective to obtain.
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
We manufacture and sell our products in a number of countries throughout the world, and, therefore, we are exposed to movements in foreign currency exchange rates. We utilize foreign currency exchange contracts to manage this volatility. Our foreign currency exchange contracts are measured at fair value using the market method valuation technique. The inputs to this technique utilize current foreign currency exchange forward market rates published by third-party leading financial news and data providers. These are observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions so they are classified as Level 2. At March 29, 2014 and December 28, 2013, we had foreign currency exchange contracts with notional amounts upon which the contracts were based of $510 million and $636 million, respectively. At March 29, 2014, the fair value amounts of our foreign currency exchange contracts were a $2 million asset and a $19 million liability. At December 28, 2013, the fair value amounts of our foreign currency exchange contracts were a $2 million asset and a $15 million liability.
We primarily utilize forward exchange contracts which have maturities of no more than three years. These contracts qualify as cash flow hedges and are intended to offset the effect of exchange rate fluctuations on forecasted sales, inventory purchases and overhead expenses. At March 29, 2014, we had a net deferred loss of $17 million in Accumulated other comprehensive loss related to these cash flow hedges. Net gains and losses recognized in earnings and Accumulated other comprehensive loss on cash flow hedges, including gains and losses related to hedge ineffectiveness, amounted to a $7 million net loss in both the first quarter of 2014 and 2013. We expect to reclassify a $13 million net loss from Accumulated other comprehensive loss to earnings in the next twelve months.
We hedge our net investment position in major currencies and generate foreign currency interest payments that offset other transactional exposures in these currencies. To accomplish this, we borrow directly in foreign currency and designate a portion of foreign currency debt as a hedge of a net investment. We record changes in the fair value of these contracts in other comprehensive income to the extent they are effective as cash flow hedges. Currency effects on the effective portion of these hedges, which are reflected in the foreign currency translation adjustments within Accumulated other comprehensive loss, produced a $2 million after-tax loss in the first quarter of 2014, resulting in an accumulated net gain balance of $4 million at March 29, 2014. There was no ineffectiveness recorded related to these hedges during the first quarter of 2014.
Our Finance group has entered into interest rate exchange contracts to mitigate exposure to changes in the fair value of its fixed-rate receivables and debt due to fluctuations in interest rates. These interest rate exchange contracts are not exchange traded and are measured at fair value utilizing widely accepted, third-party developed valuation models. The actual terms of each individual contract are entered into a valuation model, along with interest rate data, which is based on readily observable market data published by third-party leading financial news and data providers. At March 29, 2014 and December 28, 2013, we had interest rate exchange contracts with notional amounts upon which the contracts were based of $203 million and $229 million, respectively. The fair value amounts of our interest rate exchange contracts were a $2 million asset and a $5 million liability at both March 29, 2014 and December 28, 2013.
Our exposure to loss from nonperformance by the counterparties to our derivative agreements at March 29, 2014 was minimal. We do not anticipate nonperformance by counterparties in the periodic settlements of amounts due. We historically have minimized this potential for risk by entering into contracts exclusively with major, financially sound counterparties having no less than a long-term bond rating of A. The credit risk generally is limited to the amount by which the counterparties’ contractual obligations exceed our obligations to the counterparty. We continuously monitor our exposures to ensure that we limit our risks.
Assets Recorded at Fair Value on a Nonrecurring Basis
During the periods ended March 29, 2014 and December 28, 2013, certain assets in the Finance group were measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). The table below sets forth the balance of those assets at the end of the period in which a fair value adjustment was taken.
|
|
|
|
|
| |||
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Finance receivables held for sale |
|
$ |
61 |
|
|
$ |
65 |
|
Impaired finance receivables |
|
46 |
|
|
45 |
| ||
Other assets |
|
9 |
|
|
35 |
| ||
The following table represents the fair value adjustments recorded for each asset measured at fair value on a non-recurring basis.
|
|
Gain (Loss) |
| |||||
|
|
Three Months Ended |
| |||||
(In millions) |
|
March 29, |
|
|
March 30, |
| ||
Finance receivables held for sale |
|
$ |
1 |
|
|
$ |
12 |
|
Impaired finance receivables |
|
(5 |
) |
|
(3) |
| ||
Other assets |
|
(1 |
) |
|
(4) |
| ||
Finance receivables held for sale are recorded at fair value on a nonrecurring basis during periods in which the fair value is lower than the cost value. Fair values of each loan in this portfolio were determined based on a combination of discounted cash flow models and recent third-party offers to estimate the price we expect to receive in the principal market for each loan, in an orderly transaction. The gains on finance receivables held for sale during 2013 were primarily the result of the payoff of loans in amounts, and sale of loans at prices, in excess of the values established in previous periods.
Impaired nonaccrual finance receivables represent assets recorded at fair value on a nonrecurring basis since the measurement of required reserves on our impaired finance receivables is significantly dependent on the fair value of the underlying collateral. For impaired nonaccrual finance receivables secured by aviation assets, the fair values of collateral are determined primarily based on the use of industry pricing guides. Fair value measurements recorded on impaired finance receivables resulted in charges to provision for loan losses and primarily related to initial fair value adjustments.
Other assets in the tables above primarily include repossessed aviation assets. The fair value of these assets was largely determined based on the use of industry pricing guides. If the carrying amount of the assets is higher than their estimated fair value, we record a corresponding charge to income for the difference.
Assets and Liabilities Not Recorded at Fair Value
The carrying value and estimated fair values of our financial instruments that are not reflected in the financial statements at fair value are as follows:
|
|
|
|
|
|
|
|
|
| |||||
|
|
March 29, 2014 |
|
|
December 28, 2013 |
| ||||||||
(In millions) |
|
Carrying |
|
Estimated |
|
|
Carrying |
|
Estimated |
| ||||
Manufacturing group |
|
|
|
|
|
|
|
|
|
| ||||
Long-term debt, excluding leases |
|
$ |
(2,965 |
) |
$ |
(3,164 |
) |
|
$ |
(1,854 |
) |
$ |
(2,027) |
|
Finance group |
|
|
|
|
|
|
|
|
|
| ||||
Finance receivables held for investment, excluding leases |
|
1,173 |
|
1,236 |
|
|
1,231 |
|
1,290 |
| ||||
Debt |
|
(1,247 |
) |
(1,244 |
) |
|
(1,256 |
) |
(1,244) |
| ||||
Fair value for the Manufacturing group debt is determined using market observable data for similar transactions or Level 2 inputs. At both March 29, 2014 and December 28, 2013, approximately 30% of the fair value of term debt for the Finance group was determined based on observable market transactions (Level 1). The remaining Finance group debt was determined based on discounted cash flow analyses using observable market inputs from debt with similar duration, subordination and credit default expectations (Level 2). Fair value estimates for finance receivables held for investment were determined based on internally developed discounted cash flow models primarily utilizing significant unobservable inputs (Level 3), which include estimates of the rate of return, financing cost, capital structure and/or discount rate expectations of current market participants combined with estimated loan cash flows based on credit losses, payment rates and expectations of borrowers’ ability to make payments on a timely basis.
|
Note 13. Income Tax Expense
Income tax expense equated to an effective income tax rate of 30.4% and 19.8% in the first quarter of 2014 and 2013, respectively, compared with the U.S. federal statutory income tax rate of 35.0%. In the first quarter of 2014, the difference between the statutory and the effective income tax rate was primarily due to benefits from income attributable to international operations in countries with lower tax rates. In the first quarter of 2013, the difference between the statutory and the effective income tax rate was primarily related to the retroactive reinstatement and extension of the Federal Research and Development Tax Credit as part of the American Taxpayer Relief Act of 2012 enacted on January 2, 2013.
|
Note 14. Segment Information
We operate in, and report financial information for, the following five business segments: Bell, Textron Systems, Industrial, Finance and the newly formed Textron Aviation segment as discussed in Note 1.
Segment profit is an important measure used for evaluating performance and for decision-making purposes. Segment profit for the manufacturing segments excludes interest expense, certain corporate expenses and acquisition and restructuring costs related to the Beechcraft acquisition. The measurement for the Finance segment includes interest income and expense along with intercompany interest expense. Our revenues by segment and a reconciliation of segment profit to income from continuing operations before income taxes are as follows:
|
|
Three Months Ended |
| |||||
(In millions) |
|
March 29, |
|
|
March 30, |
| ||
REVENUES |
|
|
|
|
|
| ||
Manufacturing group |
|
|
|
|
|
| ||
Textron Aviation |
|
$ |
785 |
|
|
$ |
708 |
|
Bell |
|
873 |
|
|
949 |
| ||
Textron Systems |
|
363 |
|
|
429 |
| ||
Industrial |
|
797 |
|
|
727 |
| ||
|
|
2,818 |
|
|
2,813 |
| ||
Finance segment |
|
29 |
|
|
42 |
| ||
Total revenues |
|
$ |
2,847 |
|
|
$ |
2,855 |
|
SEGMENT PROFIT |
|
|
|
|
|
| ||
Manufacturing group |
|
|
|
|
|
| ||
Textron Aviation |
|
$ |
14 |
|
|
$ |
(8 |
) |
Bell |
|
96 |
|
|
129 |
| ||
Textron Systems |
|
39 |
|
|
38 |
| ||
Industrial |
|
66 |
|
|
57 |
| ||
|
|
215 |
|
|
216 |
| ||
Finance segment |
|
4 |
|
|
19 |
| ||
Segment profit |
|
219 |
|
|
235 |
| ||
Corporate expenses and other, net |
|
(43 |
) |
|
(55 |
) | ||
Interest expense, net for Manufacturing group |
|
(35 |
) |
|
(37 |
) | ||
Acquisition and restructuring costs |
|
(16 |
) |
|
— |
| ||
Income from continuing operations before income taxes |
|
$ |
125 |
|
|
$ |
143 |
|
|
Use of Estimates
We prepare our financial statements in conformity with generally accepted accounting principles, which require us to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated Statements of Operations in the period that they are determined.
During 2014 and 2013, we changed our estimates of revenues and costs on certain long-term contracts that are accounted for under the percentage-of-completion method of accounting. These changes in estimates increased income from continuing operations before income taxes in the first quarter of 2014 and 2013 by $21 million and $7 million, respectively, ($13 million and $5 million after tax, or $0.05 and $0.02 per diluted share, respectively). For the first quarter of 2014 and 2013, the gross favorable program profit adjustments totaled $24 million and $9 million, respectively, and the gross unfavorable program profit adjustments totaled $3 million and $2 million, respectively.
|
|
|
|
| |
(In millions) |
|
March 14, |
| |
Accounts receivable |
|
$ |
112 |
|
Inventories |
|
771 |
| |
Other current assets |
|
168 |
| |
Property, plant and equipment |
|
260 |
| |
Intangible assets |
|
594 |
| |
Goodwill |
|
214 |
| |
Other assets |
|
187 |
| |
Accounts payable |
|
(144 |
) | |
Accrued liabilities |
|
(301 |
) | |
Other liabilities |
|
(383 |
) | |
Total net assets acquired |
|
$ |
1,478 |
|
|
|
|
Pension Benefits |
|
|
Postretirement Benefits |
| ||||||||||
(In millions) |
|
March 29, |
|
|
March 30, |
|
|
March 29, |
|
|
March 30, |
| ||||
Three Months Ended |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Service cost |
|
$ |
27 |
|
|
$ |
33 |
|
|
$ |
1 |
|
|
$ |
2 |
|
Interest cost |
|
79 |
|
|
73 |
|
|
5 |
|
|
5 |
| ||||
Expected return on plan assets |
|
(111 |
) |
|
(105 |
) |
|
— |
|
|
— |
| ||||
Amortization of prior service cost (credit) |
|
4 |
|
|
4 |
|
|
(6 |
) |
|
(3 |
) | ||||
Amortization of net actuarial loss |
|
28 |
|
|
46 |
|
|
1 |
|
|
2 |
| ||||
Net periodic benefit cost |
|
$ |
27 |
|
|
$ |
51 |
|
|
$ |
1 |
|
|
$ |
6 |
|
|
|
|
|
|
|
| |||
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Commercial |
|
$ |
849 |
|
|
$ |
654 |
|
U.S. Government contracts |
|
317 |
|
|
347 |
| ||
|
|
1,166 |
|
|
1,001 |
| ||
Allowance for doubtful accounts |
|
(25 |
) |
|
(22 |
) | ||
Total |
|
$ |
1,141 |
|
|
$ |
979 |
|
|
|
|
|
|
|
| ||
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Finance receivables held for investment |
|
$ |
1,427 |
|
|
$ |
1,483 |
|
Allowance for losses |
|
(54 |
) |
|
(55 |
) | ||
Total finance receivables held for investment, net |
|
1,373 |
|
|
1,428 |
| ||
Finance receivables held for sale |
|
61 |
|
|
65 |
| ||
Total finance receivables, net |
|
$ |
1,434 |
|
|
$ |
1,493 |
|
(In millions) |
|
March 29, |
|
December 28, | ||
Performing |
|
$ |
1,208 |
|
$ |
1,285 |
Watchlist |
|
121 |
|
93 | ||
Nonaccrual |
|
98 |
|
105 | ||
Total |
|
$ |
1,427 |
|
$ |
1,483 |
Nonaccrual as a percentage of total finance receivables |
|
6.87% |
|
7.08% |
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Less than 31 days past due |
|
$ |
1,204 |
|
|
$ |
1,295 |
|
31-60 days past due |
|
98 |
|
|
108 |
| ||
61-90 days past due |
|
87 |
|
|
37 |
| ||
Over 90 days past due |
|
38 |
|
|
43 |
| ||
Total |
|
$ |
1,427 |
|
|
$ |
1,483 |
|
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Recorded investment: |
|
|
|
|
|
| ||
Impaired loans with no related allowance for losses |
|
$ |
35 |
|
|
$ |
78 |
|
Impaired loans with related allowance for losses |
|
62 |
|
|
59 |
| ||
Total |
|
$ |
97 |
|
|
$ |
137 |
|
Unpaid principal balance |
|
$ |
101 |
|
|
$ |
141 |
|
Allowance for losses on impaired loans |
|
16 |
|
|
14 |
| ||
Average recorded investment |
|
117 |
|
|
155 |
|
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Allowance based on collective evaluation |
|
$ |
38 |
|
|
$ |
41 |
|
Allowance based on individual evaluation |
|
16 |
|
|
14 |
| ||
Finance receivables evaluated collectively |
|
$ |
1,209 |
|
|
$ |
1,226 |
|
Finance receivables evaluated individually |
|
97 |
|
|
137 |
|
|
|
|
| |||||
|
|
Three Months Ended |
| |||||
(In millions) |
|
March 29, |
|
|
March 30, |
| ||
Balance at the beginning of period |
|
$ |
55 |
|
|
$ |
84 |
|
Provision for losses |
|
4 |
|
|
(7 |
) | ||
Charge-offs |
|
(6 |
) |
|
(3 |
) | ||
Recoveries |
|
1 |
|
|
3 |
| ||
Balance at the end of period |
|
$ |
54 |
|
|
$ |
77 |
|
|
|
|
|
|
|
| |||
(In millions) |
|
March 29, 2014 |
|
|
December 28, |
| ||
Finished goods |
|
$ |
1,572 |
|
|
$ |
1,276 |
|
Work in process |
|
2,905 |
|
|
2,477 |
| ||
Raw materials and components |
|
581 |
|
|
407 |
| ||
|
|
5,058 |
|
|
4,160 |
| ||
Progress/milestone payments |
|
(1,149 |
) |
|
(1,197 |
) | ||
Total |
|
$ |
3,909 |
|
|
$ |
2,963 |
|
|
|
|
Three Months Ended |
| |||||
(In millions) |
|
March 29, |
|
|
March 30, |
| ||
Accrual at the beginning of period |
|
$ |
223 |
|
|
$ |
222 |
|
Provision |
|
70 |
|
|
67 |
| ||
Settlements |
|
(69 |
) |
|
(70 |
) | ||
Acquisitions |
|
56 |
|
|
— |
| ||
Adjustments* |
|
(4 |
) |
|
— |
| ||
Accrual at the end of period |
|
$ |
276 |
|
|
$ |
219 |
|
* Adjustments include changes to prior year estimates, new issues on prior year sales and currency translation adjustments.
|
(In millions) |
|
Foreign |
|
Pension and |
|
Deferred |
|
Accumulated |
| ||||
For the three months ended March 29, 2014 |
|
|
|
|
|
|
|
|
| ||||
Beginning balance |
|
$ |
93 |
|
$ |
(1,110 |
) |
$ |
(10 |
) |
$ |
(1,027 |
) |
Other comprehensive income before reclassifications |
|
(6 |
) |
— |
|
(9 |
) |
(15 |
) | ||||
Amounts reclassified from Accumulated Other Comprehensive Loss |
|
— |
|
18 |
|
2 |
|
20 |
| ||||
Other comprehensive income |
|
(6 |
) |
18 |
|
(7 |
) |
5 |
| ||||
Ending balance |
|
$ |
87 |
|
$ |
(1,092 |
) |
$ |
(17 |
) |
$ |
(1,022 |
) |
For the three months ended March 30, 2013 |
|
|
|
|
|
|
|
|
| ||||
Beginning balance |
|
$ |
81 |
|
$ |
(1,857 |
) |
$ |
6 |
|
$ |
(1,770 |
) |
Other comprehensive loss before reclassifications |
|
(10 |
) |
— |
|
(5 |
) |
(15 |
) | ||||
Amounts reclassified from Accumulated Other Comprehensive Loss |
|
— |
|
32 |
|
(2 |
) |
30 |
| ||||
Other comprehensive income |
|
(10 |
) |
32 |
|
(7 |
) |
15 |
| ||||
Ending balance |
|
$ |
71 |
|
$ |
(1,825 |
) |
$ |
(1 |
) |
$ |
(1,755 |
) |
(In millions) |
|
Pre-Tax |
|
Tax |
|
After-Tax |
| |||
For the three months ended March 29, 2014 |
|
|
|
|
|
|
| |||
Pension and postretirement benefits adjustments: |
|
|
|
|
|
|
| |||
Amortization of net actuarial loss* |
|
$ |
29 |
|
$ |
(10 |
) |
$ |
19 |
|
Amortization of prior service cost* |
|
(2 |
) |
1 |
|
(1 |
) | |||
Pension and postretirement benefits adjustments, net |
|
27 |
|
(9 |
) |
18 |
| |||
Deferred gains/losses on hedge contracts: |
|
|
|
|
|
|
| |||
Current deferrals |
|
(11 |
) |
2 |
|
(9 |
) | |||
Reclassification adjustments |
|
2 |
|
— |
|
2 |
| |||
Deferred gains/losses on hedge contracts, net |
|
(9 |
) |
2 |
|
(7 |
) | |||
Foreign currency translation adjustments |
|
(7 |
) |
1 |
|
(6 |
) | |||
Total |
|
$ |
11 |
|
$ |
(6 |
) |
$ |
5 |
|
For the three months ended March 30, 2013 |
|
|
|
|
|
|
| |||
Pension and postretirement benefits adjustments: |
|
|
|
|
|
|
| |||
Amortization of net actuarial loss* |
|
$ |
48 |
|
$ |
(17 |
) |
$ |
31 |
|
Amortization of prior service cost* |
|
1 |
|
— |
|
1 |
| |||
Pension and postretirement benefits adjustments, net |
|
49 |
|
(17 |
) |
32 |
| |||
Deferred gains/losses on hedge contracts: |
|
|
|
|
|
|
| |||
Current deferrals |
|
(6 |
) |
1 |
|
(5 |
) | |||
Reclassification adjustments |
|
(2 |
) |
— |
|
(2 |
) | |||
Deferred gains/losses on hedge contracts, net |
|
(8 |
) |
1 |
|
(7 |
) | |||
Foreign currency translation adjustments |
|
(2 |
) |
(8 |
) |
(10 |
) | |||
Total |
|
$ |
39 |
|
$ |
(24 |
) |
$ |
15 |
|
*These components of other comprehensive income are included in the computation of net periodic pension cost. See Note 11 of our 2013 Annual Report on Form 10-K for additional information.
|
|
|
|
|
|
| |||
(In millions) |
|
March 29, |
|
|
December 28, |
| ||
Finance receivables held for sale |
|
$ |
61 |
|
|
$ |
65 |
|
Impaired finance receivables |
|
46 |
|
|
45 |
| ||
Other assets |
|
9 |
|
|
35 |
| ||
|
|
Gain (Loss) |
| |||||
|
|
Three Months Ended |
| |||||
(In millions) |
|
March 29, |
|
|
March 30, |
| ||
Finance receivables held for sale |
|
$ |
1 |
|
|
$ |
12 |
|
Impaired finance receivables |
|
(5 |
) |
|
(3) |
| ||
Other assets |
|
(1 |
) |
|
(4) |
| ||
|
|
|
|
|
|
|
|
|
| |||||
|
|
March 29, 2014 |
|
|
December 28, 2013 |
| ||||||||
(In millions) |
|
Carrying |
|
Estimated |
|
|
Carrying |
|
Estimated |
| ||||
Manufacturing group |
|
|
|
|
|
|
|
|
|
| ||||
Long-term debt, excluding leases |
|
$ |
(2,965 |
) |
$ |
(3,164 |
) |
|
$ |
(1,854 |
) |
$ |
(2,027) |
|
Finance group |
|
|
|
|
|
|
|
|
|
| ||||
Finance receivables held for investment, excluding leases |
|
1,173 |
|
1,236 |
|
|
1,231 |
|
1,290 |
| ||||
Debt |
|
(1,247 |
) |
(1,244 |
) |
|
(1,256 |
) |
(1,244) |
| ||||
|
|
|
Three Months Ended |
| |||||
(In millions) |
|
March 29, |
|
|
March 30, |
| ||
REVENUES |
|
|
|
|
|
| ||
Manufacturing group |
|
|
|
|
|
| ||
Textron Aviation |
|
$ |
785 |
|
|
$ |
708 |
|
Bell |
|
873 |
|
|
949 |
| ||
Textron Systems |
|
363 |
|
|
429 |
| ||
Industrial |
|
797 |
|
|
727 |
| ||
|
|
2,818 |
|
|
2,813 |
| ||
Finance segment |
|
29 |
|
|
42 |
| ||
Total revenues |
|
$ |
2,847 |
|
|
$ |
2,855 |
|
SEGMENT PROFIT |
|
|
|
|
|
| ||
Manufacturing group |
|
|
|
|
|
| ||
Textron Aviation |
|
$ |
14 |
|
|
$ |
(8 |
) |
Bell |
|
96 |
|
|
129 |
| ||
Textron Systems |
|
39 |
|
|
38 |
| ||
Industrial |
|
66 |
|
|
57 |
| ||
|
|
215 |
|
|
216 |
| ||
Finance segment |
|
4 |
|
|
19 |
| ||
Segment profit |
|
219 |
|
|
235 |
| ||
Corporate expenses and other, net |
|
(43 |
) |
|
(55 |
) | ||
Interest expense, net for Manufacturing group |
|
(35 |
) |
|
(37 |
) | ||
Acquisition and restructuring costs |
|
(16 |
) |
|
— |
| ||
Income from continuing operations before income taxes |
|
$ |
125 |
|
|
$ |
143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|