Textron
Annual Report 2014

Plain-text annual report

2 0 1 4 A N N U A L R E P O R T TEXTRON’S GLOBAL NETWORK OF BUSINESSES BELL HELICOPTER TEXTRON SYSTEMS TEXTRON AVIATION INDUSTRIAL FINANCE Bell Helicopter is one of the leading suppliers of helicopters and related spare parts and services in the world. Bell is the pioneer of the revolutionary tiltrotor aircraft and has delivered more than 35,000 aircraft to customers around the world. Greater than 29% of all helicopters in operation today carry the Bell brand, including both military and commercial applications. Textron Systems’ businesses provide innovative solutions to the defense, aerospace and general aviation markets. Product lines include unmanned systems, armored vehicles, advanced marine craft, intelligent battlefield and surveillance systems, intelligence software solutions, piston engines, simulation, training and other defense and aviation mission support products and services. Textron Aviation is home to the iconic Beechcraft, Cessna and Hawker brands, and continues to lead general aviation through two principal lines of business: aircraft sales and aftermarket. Aircraft sales include business jet, turboprop and piston aircraft, as well as special mission and military aircraft. Aftermarket includes parts sales, maintenance, inspection and repair services. Our Industrial segment offers three main product lines: fuel systems and functional components produced by Kautex; specialized vehicles and equipment manufactured by the Textron Specialized Vehicles businesses and Jacobsen; and tools and test equipment made by the Textron Tools & Test companies. Our Finance segment, operated by Textron Financial Corporation (TFC), is a commercial finance business that provides financing solutions for purchasers of Textron products, primarily Textron Aviation aircraft and Bell helicopters. For more than five decades, TFC has played a key role for Textron customers around the globe. SELECTED YEAR-OVER-YEAR FINANCIAL DATA (Dollars in Millions, Except Per Share Amounts) Total Revenues Total Segment Profit Income from Continuing Operations PER SHARE OF COMMON STOCK Common Stock Price: High Low Year-End Diluted Earnings from Continuing Operations COMMON SHARES OUTSTANDING (In Thousands) Diluted Average Year-End FINANCIAL POSITION Total Assets Manufacturing Group Debt Finance Group Debt Shareholders’ Equity Manufacturing Group Debt-to-Capital (Net of Cash) Manufacturing Group Debt-to-Capital KEY PERFORMANCE METRICS 2014 2013 $ 13,878 $ 12,104 1,214 605 963 498 $ 44.23 $ 37.43 32.28 42.17 2.15 23.94 36.61 1.75 $ 281,790 $ 276,582 $ 284,428 $ 282,059 14,605 12,944 2,811 1,063 4,272 33% 40% 1,931 1,256 4,384 15% 31% 658 256 Net Cash Provided by Operating Activities of Continuing Operations for Manufacturing Group—GAAP $ 1,097 $ Manufacturing Cash Flow Before Pension Contributions—Non-GAAP1 753 1. Manufacturing Cash Flow Before Pension Contributions is a Non-GAAP Measure. See page immediately preceding Form 10-K for Reconciliation to GAAP. FELLOW SHAREHOLDERS, 2014 was a year of significant growth for our company. Fueled by our strategic investments in new products and acquisitions, and strong performances by our businesses, we generated $13.9 billion in total revenues and a segment profit of $1.2 billion. This represents a 15% increase in revenues and a 26% increase in segment profit over the previous year. PROGRESS ACROSS OUR BUSINESSES Our businesses made progress on a number of fronts. At Textron Aviation, the acquisition of Beechcraft and encouraging trends in business aviation helped increase revenues from $2.8 billion in 2013 to $4.6 billion in 2014. Bell Helicopter moved forward on several new products, including the 505 Jet Ranger X, which made its first flight just 20 months after the program’s launch, and the new Bell 525, which continues to make progress toward its first flight. On the military side, Bell’s next-generation tiltrotor, the V-280 Valor, achieved a major milestone in being selected as one of two aircraft to compete for the U.S. Department of Defense’s Future Vertical Lift Program. This program is worth an estimated $100 billion and is expected to replace 2,000 to 4,000 medium-class utility and attack helicopters. In our Industrial segment, segment profit increased 16% over last year as the businesses focused on the introduction of new products, strategic acquisitions and distribution channel expansion. Our Textron Systems segment secured notable domestic and international contract wins, reflecting a strong focus on aligning its businesses’ products with customer needs. Our TRU Simulation + Training business substantially grew its aviation customer base, including a contract to supply full-flight simulators for Boeing’s latest single-aisle airplane, the 737 MAX. Winning such a competitive commercial airplane program demonstrates the confidence that customers have in TRU to deliver sophisticated flight training requirements for their operations. At Textron Financial, we completed another successful year of providing our customers with attractive financing options in support of Textron aircraft product sales. STRATEGIC ACQUISITIONS TO EXPAND OUR MARKETS A key element of our strategy is acquiring businesses that will help us realize new market opportunities, grow our customer base and provide a greater range of products and services to customers. In 2014, we acquired several businesses that TOTAL REVENUES BY SEGMENT Textron Aviation $4.6B Bell Helicopter $4.3B Finance $0.1B Textron Systems $1.6B Industrial $3.3B complement our product lines and add new capabilities to our existing operations. Our largest acquisition was Beech Holdings LLC, which brought the iconic Beechcraft and Hawker brands into the Textron family. With Beechcraft, we have significantly expanded our portfolio to include the King Air and T-6 product families and Hawker parts and services, and now have a greatly extended service footprint for our global customer base of more than 250,000 aircraft. Within our Industrial segment, our Textron Specialized Vehicles group of businesses continued to widen its reach into new customer markets through the acquisition of TUG Technologies, a leading manufacturer of aviation ground support equipment. Jacobsen acquired Dixie Chopper, a maker of zero-turn radius mowers, which allows us to expand our product offerings in the municipal and commercial markets. Our TRU Simulation + Training business strengthened its training capabilities and broadened its reach among pilots with the acquisition of ProFlight, a leader in advanced pilot training services. With the purchase of ProFlight, TRU is positioned to meet the expected increased demand for pilot and aircraft maintenance training over the coming years. Since the acquisi- tion, TRU has announced plans for three additional training centers: one in Tampa, Florida to support our Citation Jet and King Air platforms; another in Wichita, Kansas; and the third, in Valencia, Spain, with a TRU-designed Bell 429 full-flight simulator planned as its initial training platform. NEW PRODUCTS AND PROGRAMS FOR OUR CUSTOMERS As we add new capabilities to our company, we’ve continued a relentless focus on our customers to anticipate their requirements, address their needs with leading-edge products and provide them with outstand- ing support throughout the entire product life cycle. Over the past year, we’ve had success in each of these areas. Textron Aviation began deliveries of the Cessna Citation X+, an exciting new aircraft that maintains the model’s status as the fastest civil aircraft in the world. Customers have also responded with great enthusiasm to the introduction of the new Citation Sovereign+ and Citation M2 aircraft. Deliveries for these aircraft started in late 2013, and, in June 2014, deliveries began in Europe following certification from the European Aviation Safety Agency. Our most spacious business jet, the Citation Latitude, entered its flight testing program and is on track for FAA certification and first deliveries in 2015. At Bell Helicopter, we made noteworthy progress during the year on our two major commercial programs. The Bell 525 Relentless—our largest commercial helicopter—is planning for its maiden flight in 2015. Interest among customers continues to build, with one customer signing a letter of intent to purchase 10 525 helicopters. As Bell moves forward with the Bell 505 Jet Ranger X, it has received a tremendous reception with nearly 300 letters of intent from customers in 39 countries. On the military side, the V-22 continued to prove its value and increase its mission capabilities. Bell successfully demonstrated the V-22’s forward-firing capability, hitting targets using a variety of forward-facing muni- tions, including rockets and missiles. The V-22 has now surpassed 250,000 flight hours since it was first deployed in 2007 with the U.S. Marine Corps and the Air Force Special Operations Command. Throughout 2014, we also saw our Textron Systems businesses win numerous contract awards, including a $34 million contract award from the U.S. Navy for our first Common Unmanned Surface Vehicle; a $44 million contract award from the U.S. Air Force for its Joint Service Electronic Combat Systems Tester, which tests electronic combat and avionics systems for today’s most advanced combat aircraft; and a $190 million foreign military sales contract for precision munitions with South Korea. Meanwhile, we began production on the Ship-to-Shore Connector program, the Navy’s next-generation amphibious landing craft, and our Aerosonde Small Unmanned Aircraft System reached a milestone by surpassing 40,000 flight hours powered by Lycoming Engines’ new multifuel engine. At our Industrial businesses, we continued to find creative ways to meet the needs of our customers—whether they are auto manufacturers, groundskeepers, electrical contractors or outdoor enthusiasts. Greenlee expanded its lineup, introducing products such as the DataScout 10G, a new multiprotocol network analyzer that represents the company’s entry into the Ethernet market. Jacobsen rolled out a completely refreshed TurfCat front rotary mower, while Textron Specialized Vehicles introduced the Bad Boy Buggies Recoil iS Crew, an all-electric hunting vehicle packed with passenger comfort innova- tions. The E-Z-GO brand celebrated its 60th anniversary, and our Textron Specialized Vehicles businesses now manufacture more than 70 different equipment models, ranging from golf cars to aviation ground-support equipment. In the automotive market, Kautex partnered with major automakers in a multiyear development project for a hydrogen pressure tank designed for fuel cells. The company also won a contract with Volkswagen to supply an expected 1.1 million fuel tanks annually for vehicles serving the European markets with an option for nearly 1 million fuel tanks to Volkswagen Brazil. INVESTING TO WIN WORLDWIDE By staying true to our long-term strategy of investing in great brands and new products, we achieved strong growth in 2014. Our businesses are focused on executing these strategies, moving quickly and decisively to meet customers’ needs. Our talented teams are focused on new opportunities, pioneering inventive ways to grow their markets. We’re looking forward to 2015 and beyond as we build on this strong foundation and create long-term value for our customers, our employees and our shareholders. SCOTT C. DONNELLY Chairman and Chief Executive Officer LEADERSHIP BOARD OF DIRECTORS Scott C. Donnelly (1) Chairman, President and CEO Textron Inc. Ivor J. Evans (2) (3) Chairman and CEO Meritor, Inc. Kathleen M. Bader (1) (3) (5) President and CEO (Retired) NatureWorks LLC Lawrence K. Fish (3) (4) Chairman and CEO (Retired) Citizens Financial Group, Inc. R. Kerry Clark (2) (4) Chairman and CEO (Retired) Cardinal Health, Inc. Paul E. Gagné (2) (4) Chairman Wajax Corporation James T. Conway (2) (3) General (Retired) U.S. Marine Corps Dain M. Hancock (2) (4) Executive Vice President (Retired) Lockheed Martin Corporation EXECUTIVE OFFICERS Scott C. Donnelly Chairman, President and CEO, Textron Inc. Frank T. Connor Executive Vice President and Chief Financial Officer, Textron Inc. Cheryl H. Johnson Executive Vice President, Human Resources, Textron Inc. E. Robert Lupone Executive Vice President, General Counsel and Secretary, Textron Inc. SEGMENT AND BUSINESS UNIT PRESIDENTS Scott A. Ernest President and CEO, Textron Aviation John L. Garrison President and CEO, Bell Helicopter J. Scott Hall President and CEO, Industrial Segment and Greenlee Kevin P. Holleran President and CEO, Textron Specialized Vehicles Ellen M. Lord President and CEO, Textron Systems Segment R. Danny Maldonado President and CEO, Textron Financial Corporation Vicente Perez President and CEO, Kautex James R. Takats President and CEO, TRU Simulation + Training Inc. David Withers President and CEO, Jacobsen Lord Powell of Bayswater KCMG (3) (4) Former Private Secretary and Advisor on Foreign Affairs and Defense to Prime Ministers Margaret Thatcher and John Major Numbers Indicate Committee Memberships: (1) Executive Committee: Chair, Scott C. Donnelly (2) Audit Committee: Chair, James L. Ziemer Lloyd G. Trotter (1) (4) Managing Partner GenNx 360 Capital Partners James L. Ziemer (1) (2) President and CEO (Retired) Harley-Davidson, Inc. (3) Nominating and Corporate Governance Committee: Chair, Kathleen M. Bader (4) Organization and Compensation Committee: Chair, Lloyd G. Trotter (5) Lead Director: Kathleen M. Bader CORPORATE OFFICERS Mark S. Bamford Vice President and Corporate Controller, Textron Inc. Julie G. Duffy Vice President and Deputy General Counsel – Litigation, Textron Inc. Diane K. Schwarz Vice President and Chief Information Officer, Textron Inc. Cathy A. Streker Vice President – Human Resources, Textron Inc. Patricia L. Elmer Vice President – Tax, Textron Inc. Adele J. Suddes Vice President – Communications, Textron Inc. Scott P. Hegstrom Vice President – Mergers & Acquisitions, Textron Inc. Douglas R. Wilburne Vice President – Investor Relations, Textron Inc. Mary F. Lovejoy Vice President and Treasurer, Textron Inc. Paul Mc Gartoll Vice President – Strategy and Business Development, Textron Inc. Elizabeth C. Perkins Vice President and Deputy General Counsel, Textron Inc. Robert O. Rowland Senior Vice President – Washington Operations, Textron Inc. FOOTNOTE TO SELECTED YEAR-OVER-YEAR FINANCIAL DATA 1 We use Manufacturing Cash Flow Before Pension Contributions as our measure of free cash flow. This measure is not a financial measure under generally accepted accounting principles (GAAP) and should be used in conjunction with GAAP cash measures provided in our Consolidated Statements of Cash Flows. Free cash flow is a measure generally used by investors, analysts and management to gauge a company’s ability to generate cash from operations in excess of that necessary to be reinvested to sustain and grow the business and fund its obligations. Our definition of Manufacturing Cash Flow Before Pension Contributions adjusts net cash from operating activities of continuing operations for the Manufacturing group for dividends received from TFC, capital contributions provided under the Support Agreement and debt agreements, capital expenditures, proceeds from the sale of property, plant and equipment and contributions to our pension plans. We believe that our calculation provides a relevant measure of liquidity and is a useful basis for assessing our ability to fund operations and obligations. This measure may not be comparable with similarly titled measures reported by other companies, as there is no definitive accounting standard on how the measure should be calculated. A reconciliation of net cash from operating activities of continuing operations for the Manufacturing group as presented in our Consolidated Statement of Cash Flows to Manufacturing Cash Flow Before Pension Contributions is provided below: (In Millions) Net cash provided by operating activities of continuing operations for the Manufacturing group—GAAP Less: Capital expenditures Dividends received from TFC Plus: Total pension contributions Proceeds from the sale of property, plant and equipment Capital contribution paid to TFC Manufacturing Cash Flow Before Pension Contributions—Non-GAAP 2014 $ 1,097 (429) – 76 9 – $ 753 2013 $ 658 (444) (175) 194 22 1 $ 256  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [ 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 For the fiscal year ended January 3, 2015 or OF 1934 For the transition period from to . Commission File Number 1-5480 Textron Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 05-0315468 (I.R.S. Employer Identification No.) 40 Westminster Street, Providence, RI (Address of principal executive offices) 02903 (Zip code) Registrant’s Telephone Number, Including Area Code: (401) 421-2800 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock — par value $0.125 Name of Each Exchange on Which Registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:57) No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No (cid:57) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:57) No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (cid:57) No____ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ (cid:57) ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ (cid:57) ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No (cid:57) The aggregate market value of the registrant’s Common Stock held by non-affiliates at June 28, 2014 was approximately $10.8 billion based on the New York Stock Exchange closing price for such shares on that date. The registrant has no non-voting common equity. At February 7, 2015, 276,834,630 shares of Common Stock were outstanding. Documents Incorporated by Reference Part III of this Report incorporates information from certain portions of the registrant’s Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on April 22, 2015. Textron Inc. Annual Report • 2014 1 Textron Inc. Index to Annual Report on Form 10-K For the Fiscal Year Ended January 3, 2015 PART I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Item 3. Item 4. PART II Item 5. Item 6. Item 7. Properties Legal Proceedings Mine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Item 9. Financial Statements and Supplementary Data Changes In and Disagreements With Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information PART III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions and Director Independence Item 14. Principal Accountant Fees and Services PART IV Item 15. Exhibits and Financial Statement Schedules SIGNATURES Page 3 10 15 15 15 15 16 18 19 36 37 76 76 76 76 76 77 77 77 77 82 2 Textron Inc. Annual Report • 2014 PART I Item 1. Business Textron Inc. is a multi-industry company that leverages its global network of aircraft, defense, industrial and finance businesses to provide customers with innovative products and services around the world. We have approximately 34,000 employees worldwide. Textron Inc. was founded in 1923 and reincorporated in Delaware on July 31, 1967. Unless otherwise indicated, references to “Textron Inc.,” the “Company,” “we,” “our” and “us” in this Annual Report on Form 10-K refer to Textron Inc. and its consolidated subsidiaries. On March 14, 2014, we completed the acquisition of Beech Holdings, LLC, which included Beechcraft Corporation and other subsidiaries (collectively “Beechcraft”). We combined Beechcraft with our legacy Cessna segment to form the Textron Aviation segment. We conduct our business through five operating segments: Textron Aviation, Bell, Textron Systems and Industrial, which represent our manufacturing businesses, and Finance, which represents our finance business. A description of the business of each of our segments is set forth below. Our business segments include operations that are unincorporated divisions of Textron Inc. and others that are separately incorporated subsidiaries. Financial information by business segment and geographic area appears in Note 15 to the Consolidated Financial Statements on pages 72 through 73 of this Annual Report on Form 10-K. The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 19 through 36 of this Annual Report on Form 10-K. Information included in this Annual Report on Form 10-K refers to our continuing businesses unless otherwise indicated. Textron Aviation Segment Textron Aviation is a leader in general aviation. Textron Aviation manufactures, sells and services Beechcraft and Cessna aircraft, and services the Hawker brand of business jets. The segment has two principal product lines: aircraft sales and aftermarket. Aircraft sales include business jets, turboprop aircraft, piston aircraft, and military trainer and defense aircraft. Aftermarket includes parts sales, and maintenance, inspection and repair services. Revenues in the Textron Aviation segment accounted for approximately 33%, 23% and 25% of our total revenues in 2014, 2013 and 2012, respectively. Revenues for Textron Aviation’s principal lines of business were as follows: (In millions) Aircraft sales Aftermarket Total revenues 2014 2013 $ 3,182 1,386 $ 4,568 $ 1,868 916 $ 2,784 2012 $ 2,318 793 $ 3,111 The family of jets currently produced by Textron Aviation includes the Mustang, Citation M2, Citation CJ3+, Citation CJ4, Citation XLS+, Citation Sovereign+ and the recently certified Citation X+, the fastest civilian jet in the world. In addition, Textron Aviation is developing the Citation Latitude, a midsize business jet expected to enter into service in 2015, as well as the larger Citation Longitude expected to enter into service in 2017. Textron Aviation’s turboprop aircraft include the best-selling business turboprop family in the world, the King Air, which offers the King Air C90GTx, with recently announced performance enhancements, the King Air 250, available with a new payload upgrade and the King Air 350. The world’s best-selling utility turboprop, the Cessna Caravan, is used in the United States primarily for overnight express package shipments and for personal transportation. International uses of Caravans include air taxi service, humanitarian flights, tourism and freight transport. Textron Aviation’s single-engine piston aircraft include the Baron, Bonanza, Skyhawk SP, Turbo Stationair and the high performance TTx. The Turbo Skylane JT-A, Textron Aviation’s first Jet-A fueled piston aircraft is expected to be certified and begin delivering in 2015. Textron Aviation also offers the T-6 trainer and AT-6 light attack military aircraft. During 2014, Textron Aviation received new orders from the U.S. Government, Mexico and New Zealand for T-6 aircraft. More than 25 countries now operate the T-6 aircraft as a part of their military training fleet. The Textron Aviation family of aircraft is supported by a global network of 21 service centers operated by Textron Aviation, two of which are co-located with Bell Helicopter, along with 401 authorized independent service centers located in 49 countries throughout the world. Textron Aviation-owned service centers provide customers with 24-hour service and maintenance. Textron Textron Inc. Annual Report • 2014 3 Aviation provides its customers with around-the-clock parts support and also offers ServiceDirect® for Citation, King Air and Hawker aircraft. ServiceDirect® delivers service capabilities directly to customer locations with a mobile service unit fleet in the United States, Canada and Europe. Textron Aviation markets its products worldwide through its own sales force, as well as through a network of authorized independent sales representatives. Textron Aviation has several competitors domestically and internationally in various market segments. Textron Aviation’s aircraft compete with other aircraft that vary in size, speed, range, capacity and handling characteristics on the basis of price, product quality and reliability, direct operating costs, product support and reputation. Bell Segment 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%, 37% and 35% of our total revenues in 2014, 2013 and 2012, respectively. Revenues by Bell’s principal lines of business were as follows: (In millions) Military: V-22 Program Other Military Commercial Total revenues 2014 2013 2012 $ 1,771 860 1,614 $ 4,245 $ 1,755 959 1,797 $ 4,511 $ 1,611 940 1,723 $ 4,274 Bell supplies advanced military helicopters and support to the U.S. Government and to military customers outside the United States. Bell’s primary U.S. Government programs are the V-22 tiltrotor aircraft and the H-1 helicopters. Bell is one of the leading suppliers of helicopters to the U.S. Government and, in association with The Boeing Company (Boeing), the only supplier of military tiltrotor aircraft. Tiltrotor aircraft are designed to provide the benefits of both helicopters and fixed-wing aircraft. Through its strategic alliance with Boeing, Bell produces and supports the V-22 tiltrotor aircraft for the U.S. Department of Defense (DoD). The U.S. Marine Corps H-1 helicopter program includes a utility model, the UH-1Y, and an advanced attack model, the AH-1Z, which have 84% parts commonality between them. Through its commercial business, Bell is a leading supplier of commercially certified helicopters and support to corporate, offshore petroleum exploration and development, utility, charter, police, fire, rescue, emergency medical helicopter operators and foreign governments. Bell produces a variety of commercial aircraft types, including light single- and twin-engine helicopters and medium twin-engine helicopters, along with other related products. The helicopters currently offered by Bell for commercial applications include the 206L-4, 407, 407GX, 412EP/EPI, 429 and Huey II. The new 505 Jet Ranger X, a short-light single helicopter, achieved its first flight in late 2014. In addition, Bell continues to develop the 525 Relentless, its first super medium commercial helicopter, and first flight is expected in 2015. For both its military programs and its commercial products, Bell provides post-sale support and service for an installed base of approximately 13,000 helicopters through a network of eight Bell-operated service centers, four supply centers and over 100 independent service centers located in 34 countries. Collectively, these service sites offer a complete range of logistics support, including parts, support equipment, technical data, training devices, pilot and maintenance training, component repair and overhaul, engine repair and overhaul, aircraft modifications, aircraft customizing, accessory manufacturing, contractor maintenance, field service and product support engineering. Bell competes against a number of competitors throughout the world for its helicopter business and its parts and support business. Competition is based primarily on price, product quality and reliability, product support, performance and reputation. 4 Textron Inc. Annual Report • 2014 Textron Systems Segment Textron Systems’ product lines consist of unmanned aircraft systems, marine and land systems, weapons and sensors, simulation, training and other defense and aviation mission support products and services. Textron Systems is a supplier to the defense, aerospace and general aviation markets, and represents approximately 12%, 14% and 14% of Textron’s revenues in 2014, 2013 and 2012, respectively. This segment sells its products to U.S. Government customers and 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. Revenues by Textron Systems’ product lines were as follows: (In millions) Unmanned Systems Weapons and Sensors Marine and Land Systems Simulation, Training and Other Total revenues $ 2014 797 264 158 405 $ 1,624 $ 2013 666 311 392 296 $ 1,665 $ 2012 694 285 443 315 $ 1,737 Unmanned Systems Unmanned Systems consists of the Unmanned Systems and Support Solutions businesses. The Unmanned Systems business has designed, manufactured and fielded combat-proven unmanned aircraft systems for more than 25 years, including the U.S. Army’s premier tactical unmanned aircraft system, the Shadow. This business’s unmanned aircraft and interoperable command and control technologies provide critical situational awareness and actionable intelligence for users worldwide. Our Support Solutions business provides logistical support for various unmanned systems as well as training and supply chain services to government and commercial customers worldwide. Weapons and Sensors The Weapons and Sensors business consists of state-of-the-art smart weapons; airborne and ground-based sensors and surveillance systems; and protection systems for the defense and aerospace industries. It primarily sells its products to international allies through foreign military sales. Marine and Land Systems The Marine and Land Systems business is a world leader in the design, production and support of armored vehicles, turrets and related subsystems as well as advanced marine craft. It produces a family of extremely mobile, highly protective vehicles for the U.S. Army and international allies, and is developing the U.S. Navy’s next generation air cushion vehicle. Simulation, Training and Other Simulation, Training and Other includes five businesses: TRU Simulation + Training, Lycoming, Electronic Systems, Advanced Information Solutions and Geospatial Solutions. TRU Simulation + Training designs, develops, manufactures, installs, and provides maintenance of advanced flight training courseware and devices, including full flight simulators, for both rotary- and fixed-wing aircraft for commercial airlines, aircraft original equipment manufacturers (OEMs), flight training centers and training organizations worldwide. Through its training centers, TRU Simulation + Training provides initial type-rating and recurrency training for pilots. Lycoming specializes in the engineering, manufacture, service and support of piston aircraft engines for the general aviation and remotely piloted aircraft markets. Electronic Systems provides high technology test equipment and electronic warfare test and training solutions. Advanced Information Solutions and Geospatial Solutions provide intelligence software solutions for U.S. and international defense, intelligence and law enforcement communities. Industrial Segment Our Industrial segment designs and manufactures a variety of products under three principal product lines. Industrial segment revenues were as follows: (In millions) Fuel Systems and Functional Components Specialized Vehicles and Equipment Tools and Test Equipment Total revenues 2014 2013 $ 1,975 868 495 $ 3,338 $ 1,853 713 446 $ 3,012 2012 $ 1,842 660 398 $ 2,900 Textron Inc. Annual Report • 2014 5 Fuel Systems and Functional Components Our Fuel Systems and Functional Components product line is operated by our Kautex business unit, which is headquartered in Bonn, Germany. Kautex is a leading developer and manufacturer of blow-molded plastic fuel systems for cars, light trucks, all- terrain vehicles, windshield and headlamp washer systems for automobiles and selective catalytic reduction systems used to reduce emissions from diesel engines. Kautex serves the global automobile market, with operating facilities near its major customers around the world. Kautex also produces cast iron engine camshafts and develops and produces plastic bottles and containers for food, household, laboratory and industrial uses. Revenues of Kautex accounted for approximately 14%, 15% and 15% of our total revenues in 2014, 2013 and 2012, respectively. Our automotive products have several major competitors worldwide, some of which are affiliated with the OEMs that comprise our targeted customer base. Competition typically is based on a number of factors including price, technology, environmental performance, product quality and reliability, prior experience and available manufacturing capacity. Specialized Vehicles and Equipment Our Specialized Vehicles and Equipment product line includes the products designed, manufactured and sold by our Textron Specialized Vehicles and Jacobsen businesses. Textron Specialized Vehicles, which includes E-Z-GO, Bad Boy Buggies and Cushman, and the recently-acquired TUG Technologies and Douglas Equipment businesses, designs, manufactures and sells golf cars, off-road utility vehicles, light transportation vehicles and aviation ground support equipment. Although Textron Specialized Vehicles is best known for its electric-vehicle technology, it also manufactures and sells models powered by internal combustion engines. Textron Specialized Vehicles’ diversified customer base includes golf courses and resorts, government agencies and municipalities, consumers, and commercial and industrial users such as factories, warehouses, airports, planned communities, hunting preserves and educational and corporate campuses. Sales are made through a combination of factory direct resources and a network of independent distributors and dealers worldwide. Textron Specialized Vehicles has two major competitors for golf cars and several other competitors for off-road and light transportation vehicles and for aviation ground support equipment. Competition is based primarily on price, product quality and reliability, product support and reputation. Jacobsen designs, manufactures and sells professional turf-maintenance equipment, as well as specialized turf-care vehicles. Brand names include Ransomes, Jacobsen, Cushman and Dixie Chopper, which was acquired in 2014. Jacobsen’s customers include golf courses, resort communities, sporting venues, municipalities and landscaping professionals. Products are sold primarily through a worldwide network of distributors and dealers, as well as factory direct. Jacobsen has two major competitors for professional turf-maintenance equipment and several other major competitors for specialized turf-care products. Competition is based primarily on price, product features, product quality and reliability and product support. Tools and Test Equipment The Tools and Test Equipment product line includes products sold by businesses that design and manufacture powered equipment, electrical test and measurement instruments, mechanical and hydraulic tools, cable connectors, fiber optic assemblies, underground and aerial transmission and distribution products and power utility products. These businesses also encompass the Greenlee, Greenlee Communications, Greenlee Utility, HD Electric, Klauke, Sherman & Reilly, Rothenberger and Endura brand names, and their products are used principally in the construction, maintenance, telecommunications, data communications, electrical, utility and plumbing industries. Their products are distributed through a global network of sales representatives and distributors and are also sold directly to home improvement retailers and OEMs. The businesses operate 13 plants across four countries with almost 50% of their combined revenue coming from outside the United States. These businesses face competition from numerous manufacturers based primarily on price, delivery lead time, product quality and reliability. Finance Segment Our Finance segment, or the Finance group, is a commercial finance business that consists of Textron Financial Corporation (TFC) and its consolidated subsidiaries. The Finance segment provides financing primarily to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters. The majority of new finance receivables are cross-border transactions for aircraft sold outside of the U.S. New originations in the U.S. are primarily for purchasers who had difficulty in accessing other sources of financing for the purchase of Textron-manufactured products. In 2014, 2013 and 2012, our Finance group paid our Manufacturing group $215 million, $248 million and $309 million, respectively, related to the sale of Textron-manufactured products to third parties that were financed by the Finance group. The commercial finance business traditionally is extremely competitive. Our Finance segment is subject to competition from various types of financing institutions, including banks, leasing companies, commercial finance companies and finance operations of equipment vendors. Competition within the commercial finance industry primarily is focused on price, term, structure and service. 6 Textron Inc. Annual Report • 2014 Our Finance segment’s largest business risk is the collectability of its finance receivable portfolio. See “Finance Portfolio Quality” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 28 for information about the Finance segment’s credit performance. Backlog Our backlog at the end of 2014 and 2013 is summarized below: (In millions) Bell Textron Systems Textron Aviation Total backlog January 3, 2015 $ 5,524 2,790 1,365 $ 9,679 December 28, 2013 $ 6,450 2,803 1,018 $ 10,271 Approximately 52% of our total backlog at January 3, 2015 represents orders that are not expected to be filled in 2015. At the end of 2014, approximately 66% of our total backlog was with the U.S. Government, which included only funded amounts as the U.S. Government is obligated only up to the amount of funding formally appropriated for a contract. Bell’s 2014 backlog included $2.0 billion related to a multi-year procurement contract with the U.S. Government for the purchase of V-22 tiltrotor aircraft. U.S. Government Contracts In 2014, approximately 28% of our consolidated revenues were generated by or resulted from contracts with the U.S. Government. This business is subject to competition, changes in procurement policies and regulations, the continuing availability of funding, which is dependent upon congressional appropriations, national and international priorities for defense spending, world events, and the size and timing of programs in which we may participate. Our contracts with the U.S. Government generally may be terminated by the U.S. Government for convenience or if we default in whole or in part by failing to perform under the terms of the applicable contract. If the U.S. Government terminates a contract for convenience, we normally will be entitled to payment for the cost of contract work performed before the effective date of termination, including, if applicable, reasonable profit on such work, as well as reasonable termination costs. If, however, the U.S. Government terminates a contract for default, generally: (a) we will be paid the contract price for completed supplies delivered and accepted and services rendered, an agreed-upon amount for manufacturing materials delivered and accepted and for the protection and preservation of property, and an amount for partially completed products accepted by the U.S. Government; (b) the U.S. Government may not be liable for our costs with respect to unaccepted items and may be entitled to repayment of advance payments and progress payments related to the terminated portions of the contract; (c) the U.S. Government may not be liable for assets we own and utilize to provide services under the “fee-for-service” contracts; and (d) we may be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source. Research and Development Information regarding our research and development expenditures is contained in Note 1 to the Consolidated Financial Statements on page 51 of this Annual Report on Form 10-K. Patents and Trademarks We own, or are licensed under, numerous patents throughout the world relating to products, services and methods of manufacturing. Patents developed while under contract with the U.S. Government may be subject to use by the U.S. Government. We also own or license active trademark registrations and pending trademark applications in the U.S. and in various foreign countries or regions, as well as trade names and service marks. While our intellectual property rights in the aggregate are important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on our business taken as a whole. Some of these trademarks, trade names and service marks are used in this Annual Report on Form 10-K and other reports, including: Aeronautical Accessories; AAI; acAlert; Ascent; Aerosonde; AH-1Z; Ambush; Arc Horizon; AVCOAT; Bad Boy Buggies; Baron; BattleHawk; Beechcraft; Beechcraft T-6: Bell; Bell Helicopter; Bonanza; Bravo; Cadillac Gage; Caravan; Caravan Amphibian; Caravan 675; Cessna; Cessna 350; Cessna 400; Cessna Corvalis TTX; Cessna Turbo Skylane JT-A; Cessna Turbo Skyhawk JT-A; Citation; CITATION ALPINE EDITION; Citation Encore+; Citation Latitude; Citation Longitude; Citation M2; Citation Sovereign; Citation X; Citation X+; Citation XLS+; CJ1+; CJ2+; CJ3; CJ3+. CJ4; Clairity; CLAW; Commando; Corvalis; Cushman; DataScout; Dixie Chopper; Eclipse; Excel; Extreme; Extreme Ti-METAL; E-Z-GO; Fury; GTS-1930 Saber, G3 Tugger; GatorEye; Gator Grips; GLOBAL MISSION SUPPORT; Grand Caravan; Greenlee; H-1; HDE; Hawker; Huey; Huey II; iCommand; IE2; Instinct; Integrated Command Suite; Jacobsen; Jet Ranger X; Kautex; King Air; King Air C90GTx; King Air Textron Inc. Annual Report • 2014 7 250; King Air 350; Kiowa Warrior; Klauke; LF; Lycoming; M1117 ASV; McCauley; Mechtronix; Millenworks; Mission Critical Support (MCS): MissionLink (IVHM); Mustang; Next Generation Carbon Canister; Next Generation Fuel System; NGCC; NGFS; Odyssey; On a Mission; OPINICUS; Overwatch; PDCue; Power Advantage; Pro-Fit; ProParts; Ransomes; REALCue; REALFeel; Recoil; Relentless; Rothenberger LLC; RT2; RXV; Scorpion; Sensor Fuzed Weapon; ServiceDirect; Shadow; Shadow Knight; Shadow Master; SkyBOOKS; Skycatcher; Skyhawk; Skyhawk SP; Skylane; SkyPLUS; Sovereign; Speed Punch; Spider; Stationair; ST 4X4; Super Cargomaster; Super Medium; SuperCobra; SYMTX; TDCue; Textron; Textron Aviation; Textron Defense Systems; Textron Financial Corporation; Textron Marine & Land Systems; Textron Systems; TRUESET; TRU Simulation + Training; TUG; Turbo Skylane; Turbo Stationair; UH-1Y; V-Watch Connect; VALOR; V-22 Osprey; V-280; 2FIVE; 206; 407; 407GT; 407GX; 412, 429, 505; 525 and 525 Relentless. These marks and their related trademark designs and logotypes (and variations of the foregoing) are trademarks, trade names or service marks of Textron Inc., its subsidiaries, affiliates or joint ventures. Environmental Considerations Our operations are subject to numerous laws and regulations designed to protect the environment. Compliance with these laws and expenditures for environmental control facilities has not had a material effect on our capital expenditures, earnings or competitive position. Additional information regarding environmental matters is contained in Note 13 to the Consolidated Financial Statements on page 71 of this Annual Report on Form 10-K. We do not believe that existing or pending climate change legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on our business or markets nor on our results of operations, capital expenditures or financial position. We will continue to monitor emerging developments in this area. Employees At January 3, 2015, we had approximately 34,000 employees. Executive Officers of the Registrant The following table sets forth certain information concerning our executive officers as of February 25, 2015. Name Scott C. Donnelly Frank T. Connor Cheryl H. Johnson E. Robert Lupone Age 53 55 54 55 Current Position with Textron Inc. Chairman, President and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President, Human Resources Executive Vice President, General Counsel, Secretary and Chief Compliance Officer Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009 and became Chief Executive Officer of Textron in December 2009, at which time the Chief Operating Officer position was eliminated. In July 2010, Mr. Donnelly was appointed Chairman of the Board of Directors effective September 1, 2010. Previously, Mr. Donnelly was the President and CEO of General Electric Company's Aviation business unit, a position he had held since July 2005. GE’s Aviation business unit is a $16 billion maker of commercial and military jet engines and components, as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world’s largest and most diversified industrial research organizations with facilities in the U.S., India, China and Germany and held various other management positions since joining General Electric in 1989. Mr. Connor joined Textron in August 2009 as Executive Vice President and Chief Financial Officer. Previously, Mr. Connor was head of Telecom Investment Banking at Goldman, Sachs & Co from 2003 to 2008. Prior to that position, he served as Chief Operating Officer of Telecom, Technology and Media Investment Banking at Goldman, Sachs from 1998 to 2003. Mr. Connor joined the Corporate Finance Department of Goldman, Sachs in 1986 and became a Vice President in 1990 and a Managing Director in 1996. Ms. Johnson was named Executive Vice President, Human Resources in July 2012. Ms. Johnson joined Textron in 1996 and has held various human resources leadership positions across Textron's businesses, including Senior Human Resources Business Partner for Greenlee and Vice President of Human Resources for E-Z-GO, a position she held from 2006 until joining Bell in 2009. At Bell, she most recently served as Director of Talent and Organizational Development. Prior to Textron, Ms. Johnson held roles in human resources, marketing and sales, and finance disciplines at several organizations, including IBM and Hamilton Sundstrand, a United Technologies Company. Mr. Lupone joined Textron in February 2012 as Executive Vice President, General Counsel, Secretary and Chief Compliance Officer. Previously, he was senior vice president and general counsel of Siemens Corporation (U.S.) since 1999 and general 8 Textron Inc. Annual Report • 2014 counsel of Siemens AG for the Americas since 2008. Prior to joining Siemens in 1992, Mr. Lupone was vice president and general counsel of Price Communications Corporation. Available Information We make available free of charge on our Internet Web site (www.textron.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Forward-Looking Information Certain statements in this Annual Report on Form 10-K and other oral and written statements made by us from time to time are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may describe strategies, goals, outlook or other non-historical matters, or project revenues, income, returns or other financial measures, often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “guidance,” “project,” “target,” “potential,” “will,” “should,” “could,” “likely” or “may” and similar expressions intended to identify forward- looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. In addition to those factors described herein under “RISK FACTORS,” among the factors that could cause actual results to differ materially from past and projected future results are the following: Interruptions in the U.S. Government’s ability to fund its activities and/or pay its obligations; (cid:120) (cid:120) Changing priorities or reductions in the U.S. Government defense budget, including those related to military operations in foreign countries; (cid:120) Our ability to perform as anticipated and to control costs under contracts with the U.S. Government; (cid:120) The U.S. Government’s ability to unilaterally modify or terminate its contracts with us for the U.S. Government’s convenience or for our failure to perform, to change applicable procurement and accounting policies, or, under certain circumstances, to withhold payment or suspend or debar us as a contractor eligible to receive future contract awards; (cid:120) Changes in foreign military funding priorities or budget constraints and determinations, or changes in government regulations or policies on the export and import of military and commercial products; (cid:120) Volatility in the global economy or changes in worldwide political conditions that adversely impact demand for our products; (cid:120) Volatility in interest rates or foreign exchange rates; (cid:120) Risks related to our international business, including establishing and maintaining facilities in locations around the world and relying on joint venture partners, subcontractors, suppliers, representatives, consultants and other business partners in connection with international business, including in emerging market countries; (cid:120) Our Finance segment’s ability to maintain portfolio credit quality or to realize full value of receivables; (cid:120) Performance issues with key suppliers or subcontractors; (cid:120) Legislative or regulatory actions, both domestic and foreign, impacting our operations or demand for our products; (cid:120) Our ability to control costs and successfully implement various cost-reduction activities; (cid:120) The efficacy of research and development investments to develop new products or unanticipated expenses in connection with the launching of significant new products or programs; (cid:120) The timing of our new product launches or certifications of our new aircraft products; (cid:120) Our ability to keep pace with our competitors in the introduction of new products and upgrades with features and technologies desired by our customers; (cid:120) Pension plan assumptions and future contributions; (cid:120) Continued demand softness or volatility in the markets in which we do business; (cid:120) Difficulty or unanticipated expenses in connection with integrating acquired businesses; and (cid:120) The risk that anticipated synergies and opportunities as a result of acquisitions will not be realized or the risk that acquisitions do not perform as planned, including, for example, the risk that acquired businesses will not achieve revenue and profit projections. Textron Inc. Annual Report • 2014 9 Item 1A. Risk Factors Our business, financial condition and results of operations are subject to various risks, including those discussed below, which may affect the value of our securities. The risks discussed below are those that we believe currently are the most significant to our business. We have customer concentration with the U.S. Government; reduction in U.S. Government defense spending may adversely affect our results of operations and financial condition. During 2014, we derived approximately 28% of our revenues from sales to a variety of U.S. Government entities. Our revenues from the U.S. Government largely result from contracts awarded to us under various U.S. Government defense-related programs. The funding of these programs is subject to congressional appropriation decisions and the U.S. Government budget process which includes enacting relevant legislation, such as appropriations bills and accords on the debt ceiling. Although multiple-year contracts may be planned in connection with major procurements, Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs often are only partially funded initially, and additional funds are committed only as Congress makes further appropriations. If we incur costs in excess of funds committed on a contract, we are at risk for non-reimbursement of those costs until additional funds are appropriated. The reduction, termination or delay in the timing of funding for U.S. Government programs for which we currently provide or propose to provide products or services may result in a loss of anticipated future revenues that could materially and adversely impact our results of operations and financial condition. Significant changes in national and international priorities for defense spending could impact the funding, or the timing of funding, of our programs, which could negatively impact our results of operations and financial condition. Under the Budget Control Act of 2011, the U.S. Government committed to significantly reduce the federal deficit over ten years. As a result, long-term funding for various programs in which we participate, as well as future purchasing decisions by our U.S. Government customers, could be reduced, delayed or cancelled. In addition, these cuts could adversely affect the viability of the suppliers and subcontractors under our programs. There are many variables in how these budget cuts could be implemented that make it difficult to determine specific impacts; however, we expect that sequestration, as currently provided for under the Budget Control Act, would result in lower revenues, profits and cash flows for our company. Such circumstances may also result in an impairment of our goodwill and intangible assets. Because our U.S. Government contracts generally require us to continue to perform even if the U.S. Government is unable to make timely payments; if, for example, the debt ceiling is not raised, and, as a result, our customer does not pay us on a timely basis, we would need to finance our continued performance of the impacted contracts from our other resources. An extended delay in the timely payment by the U.S. Government could result in a material adverse effect on our cash flows, results of operations and financial condition. U.S. Government contracts may be terminated at any time and may contain other unfavorable provisions. The U.S. Government typically can terminate or modify any of its contracts with us either for its convenience or if we default by failing to perform under the terms of the applicable contract. In the event of termination for the U.S. Government’s convenience, contractors are generally protected by provisions covering reimbursement for costs incurred on the contracts and profit on those costs but not the anticipated profit that would have been earned had the contract been completed. A termination arising out of our default for failure to perform could expose us to liability, including but not limited to, liability for re-procurement costs in excess of the total original contract amount, net of the value of work performed and accepted by the customer under the contract. Such an event could also have an adverse effect on our ability to compete for future contracts and orders. If any of our contracts are terminated by the U.S. Government whether for convenience or default, our backlog and anticipated revenues would be reduced by the expected value of the remaining work under such contracts. We also enter into “fee for service” contracts with the U.S. Government where we retain ownership of, and consequently the risk of loss on, aircraft and equipment supplied to perform under these contracts. Termination of these contracts could materially and adversely impact our results of operations. On contracts for which we are teamed with others and are not the prime contractor, the U.S. Government could terminate a prime contract under which we are a subcontractor, irrespective of the quality of our products and services as a subcontractor. In addition, in the event that the U.S. Government is unable to make timely payments, failure to continue contract performance places the contractor at risk of termination for default. Any such event could result in a material adverse effect on our cash flows, results of operations and financial condition. As a U.S. Government contractor, we are subject to procurement rules and regulations. We must comply with and are affected by laws and regulations relating to the formation, administration and performance of U.S. Government contracts. These laws and regulations, among other things, require certification and disclosure of all cost and pricing data in connection with contract negotiation, define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. Government contracts, and restrict the use and dissemination of classified information and the exportation of certain products and technical data. Our U.S. Government contracts contain provisions that allow the U.S. Government to unilaterally suspend or debar us from receiving new contracts for a period of time, reduce the value of existing contracts, issue modifications to a contract, and control and potentially prohibit the export of our products, services and 10 Textron Inc. Annual Report • 2014 associated materials. A number of our U.S. Government contracts contain provisions that require us to make disclosure to the Inspector General of the agency that is our customer if we have credible evidence that we have violated U.S. criminal laws involving fraud, conflict of interest, or bribery; the U.S. civil False Claims Act; or received a significant overpayment under a U.S. Government contract. Failure to properly and timely make disclosures under these provisions may result in a termination for default or cause, suspension and/or debarment, and potential fines. As a U.S. Government contractor, our businesses and systems are subject to audit and review by the Defense Contract Audit Agency (DCAA) and the Defense Contract Management Agency (DCMA). We operate in a highly regulated environment and are routinely audited and reviewed by the U.S. Government and its agencies such as DCAA and DCMA. These agencies review our performance under contracts, our cost structure and our compliance with laws and regulations applicable to U.S. Government contractors. The systems that are subject to review include, but are not limited to, our accounting, estimating, material management and accounting, earned value management, purchasing and government property systems. If an audit uncovers improper or illegal activities we may be subject to civil and criminal penalties and administrative sanctions that may include the termination of our contracts, forfeiture of profits, suspension of payments, fines, and, under certain circumstances, suspension or debarment from future contracts for a period of time. Whether or not illegal activities are alleged, the U.S. Government also has the ability to decrease or withhold certain payments when it deems systems subject to its review to be inadequate. These laws and regulations affect how we conduct business with our government customers and, in some instances, impose added costs on our business. Cost overruns on U.S. Government contracts could subject us to losses or adversely affect our future business. Under fixed-price contracts, as a general rule, we receive a fixed price irrespective of the actual costs we incur, and, consequently, any costs in excess of the fixed price are absorbed by us. Changes in underlying assumptions, circumstances or estimates used in developing the pricing for such contracts may adversely affect our results of operations. Additionally, U.S. Government procurement policies increasingly favor fixed-price incentive-based fee arrangements rather than traditional fixed-price contracts; these fee arrangements could negatively impact our profitability. Other current U.S. Government policies could negatively impact our working capital and cash flow. For example, the government has expressed a preference for requiring progress payments rather than performance based payments on new fixed-price contracts, which if implemented, delays our ability to recover a significant amount of costs incurred on a contract and thus affects the timing of our cash flows. Under time and materials contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses. Under cost-reimbursement contracts that are subject to a contract-ceiling amount, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance based, however, if our costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, we may not be able to obtain reimbursement for all such costs. Under each type of contract, if we are unable to control costs incurred in performing under the contract, our cash flows, results of operations and financial condition could be adversely affected. Cost overruns also may adversely affect our ability to sustain existing programs and obtain future contract awards. Demand for our aircraft products is cyclical and could adversely affect our financial results. Demand for business jets, turbo props and commercial helicopters has been cyclical and difficult to forecast. Therefore, future demand for these products could be significantly and unexpectedly less than anticipated and/or less than previous period deliveries. Similarly, there is uncertainty as to when or whether our existing commercial backlog for aircraft products will convert to revenues as the conversion depends on production capacity, customer needs and credit availability. Changes in economic conditions may cause customers to request that firm orders be rescheduled or cancelled. Reduced demand for our aircraft products or delays or cancellations of orders could result in a material adverse effect on our cash flows, results of operations and financial condition. We may make acquisitions that increase the risks of our business. We may enter into acquisitions in an effort to expand our business and enhance shareholder value. Acquisitions involve risks and uncertainties that could result in our not achieving expected benefits. Such risks include difficulties in integrating newly acquired businesses and operations in an efficient and cost-effective manner; challenges in achieving expected strategic objectives, cost savings and other benefits; the risk that the acquired businesses’ markets do not evolve as anticipated and that the acquired businesses’ products and technologies do not prove to be those needed to be successful in those markets; the risk that our due diligence reviews of the acquired business do not identify or adequately assess all of the material issues which impact valuation of the business or that may result in costs or liabilities in excess of what we anticipated; the risk that we pay a purchase price that exceeds what the future results of operations would have merited; the risk that the acquired business may have significant internal control deficiencies or exposure to regulatory sanctions; and the potential loss of key customers, suppliers and employees of the acquired businesses. In addition, unanticipated delays or difficulties in effecting acquisitions may prevent the consummation of the acquisition or divert the attention of our management and resources from our existing operations. If our Finance segment is unable to maintain portfolio credit quality, our financial performance could be adversely affected. A key determinant of the financial performance of our Finance segment is the quality of loans, leases and other assets in its portfolio. Portfolio quality may be adversely affected by several factors, including finance receivable underwriting procedures, Textron Inc. Annual Report • 2014 11 collateral value, geographic or industry concentrations, and the effect of general economic conditions. In addition, a majority of the new originations in our finance receivable portfolio are cross-border transactions for aircraft sold outside of the U.S. Cross-border transactions present additional challenges and risks in realizing upon collateral in the event of borrower default, which may result in difficulty or delay in collecting on the related finance receivables. If our Finance segment has difficulty successfully collecting its finance receivable portfolio, our cash flow, results of operations and financial condition could be adversely affected. We may need to obtain financing in the future; such financing may not be available to us on satisfactory terms, if at all. We may periodically need to obtain financing in order to meet our debt obligations as they come due, to support our operations and/or to make acquisitions. Our access to the debt capital markets and the cost of borrowings are affected by a number of factors including market conditions and the strength of our credit ratings. If we cannot obtain adequate sources of credit on favorable terms, or at all, our business, operating results, and financial condition could be adversely affected. Failure to perform by our subcontractors or suppliers could adversely affect our performance. We rely on other companies to provide raw materials, major components and subsystems for our products. Subcontractors also perform services that we provide to our customers in certain circumstances. We depend on these suppliers and subcontractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or subcontractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components or subsystems which meet required specifications and perform to our and our customers’ expectations. Our suppliers may be less likely than us to be able to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two subcontractors or suppliers for a particular raw material, product or service. In particular, in the aircraft industry, most vendor parts are certified by the regulatory agencies as part of the overall Type Certificate for the aircraft being produced by the manufacturer. If a vendor does not or cannot supply its parts, then the manufacturer’s production line may be stopped until the manufacturer can design, manufacture and certify a similar part itself or identify and certify another similar vendor’s part, resulting in significant delays in the completion of aircraft. Such events may adversely affect our financial results, damage our reputation and relationships with our customers, and result in regulatory actions and/or litigation. Our business could be negatively impacted by information technology disruptions and security threats. Our information technology (IT) and related systems are critical to the smooth operation of our business and essential to our ability to perform day to day operations. From time to time, we update and/or replace IT systems used by our businesses. The implementation of new systems can present temporary disruptions of business activities as existing processes are transitioned to the new systems, resulting in productivity issues, including delays in production, shipments or other business operations. In addition, we outsource certain support functions, including certain global IT infrastructure services, to third-party service providers. Any disruption of such outsourced processes or functions also could have a material adverse impact on our operations. In addition, as a U.S. defense contractor, we face certain security threats, including threats to our IT infrastructure, unlawful attempts to gain access to our proprietary or classified information and threats to the physical security of our facilities and employees, as do our customers, suppliers, subcontractors and joint venture partners. Cybersecurity threats, such as malicious software, attempts to gain unauthorized access to our confidential, classified or otherwise proprietary information or that of our employees or customers, as well as other security breaches, are persistent, continue to evolve and require highly skilled IT resources. While we have experienced cybersecurity attacks, we have not suffered any material losses relating to such attacks, and we believe our threat detection and mitigation processes and procedures are robust. Due to the evolving nature of these security threats, the possibility of future material incidents cannot be completely mitigated. An IT system failure, issues related to implementation of new IT systems or breach of data security, whether of our systems or the systems of our service providers or other third parties who may have access to our data for business purposes, could disrupt our operations, cause the loss of business information or compromise confidential information. Such an incident also could require significant management attention and resources and increased costs, and could adversely affect our competitiveness and our results of operations. Developing new products and technologies entails significant risks and uncertainties. To continue to grow our revenues and segment profit, we must successfully develop new products and technologies or modify our existing products and technologies for our current and future markets. Our future performance depends, in part, on our ability to identify emerging technological trends and customer requirements and to develop and maintain competitive products and services. Delays or cost overruns in the development and acceptance of new products, or certification of new aircraft and other products, could affect our results of operations. These delays could be caused by unanticipated technological hurdles, production changes to meet customer demands, unanticipated difficulties in obtaining required regulatory certifications of new aircraft or other products, coordination with joint venture partners or failure on the part of our suppliers to deliver components as agreed. We also could be adversely affected if our research and development investments are less successful than expected or if we do not adequately 12 Textron Inc. Annual Report • 2014 protect the intellectual property developed through these efforts. Likewise, new products and technologies could generate unanticipated safety or other concerns resulting in expanded product liability risks, potential product recalls and other regulatory issues that could have an adverse impact on us. Furthermore, because of the lengthy research and development cycle involved in bringing certain of our products to market, we cannot predict the economic conditions that will exist when any new product is complete. A reduction in capital spending in the aerospace or defense industries could have a significant effect on the demand for new products and technologies under development, which could have an adverse effect on our financial condition and results of operations. In addition, the market for our product offerings may not develop or continue to expand as we currently anticipate. Furthermore, we cannot be sure that our competitors will not develop competing technologies which gain superior market acceptance compared to our products. A significant failure in our new product development efforts or the failure of our products or services to achieve market acceptance relative to our competitors’ products or services could have an adverse effect on our financial condition and results of operations. We are subject to the risks of doing business in foreign countries. Conducting business internationally, including U.S. exports, exposes us to additional risks than if we conducted our business solely within the U.S. We maintain manufacturing facilities, service centers, supply centers and other facilities worldwide, including in various emerging market countries. We also have entered into, and expect to continue to enter into, joint venture arrangements in emerging market countries, some of which may require capital investment, guaranties or other commitments. We expect that our international business and our investment in emerging market countries will continue to increase. Risks related to international operations include import, export and other trade restrictions; changing U.S. and foreign procurement policies and practices; restrictions on technology transfer; difficulties in protecting intellectual property; increasing complexity of employment and environmental, health and safety regulations; foreign investment laws; exchange controls; repatriation of earnings or cash settlement challenges, competition from foreign and multinational firms with home country advantages; economic and government instability, acts of terrorism and related safety concerns. The impact of any one or more of these or other factors could adversely affect our business, financial condition or operating results. Additionally, some international government customers require contractors to agree to specific in-country purchases, manufacturing agreements or financial support arrangements, known as offsets, as a condition for a contract award. The contracts generally extend over several years and may include penalties if we fail to perform in accordance with the offset requirements which are typically subjective. We also are exposed to risks associated with using foreign representatives and consultants for international sales and operations and teaming with international subcontractors and suppliers in connection with international programs. In many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by laws and regulations applicable to us, such as the Foreign Corrupt Practices Act. Although we maintain policies and procedures designed to facilitate compliance with these laws, a violation of such laws by any of our international representatives, consultants, joint ventures, business partners, subcontractors or suppliers, even if prohibited by our policies, could have an adverse effect on our business and reputation. We are subject to increasing compliance risks that could adversely affect our operating results. As a global business, we are subject to laws and regulations in the U.S. and other countries in which we operate. Our increased focus on international sales and global operations requires importing and exporting goods and technology, some of which have military applications subjecting them to more stringent import-export controls across international borders on a regular basis. For example, we sometimes initially must obtain licenses and authorizations from various U.S. Government agencies before we are permitted to sell certain of our aerospace and defense products outside the U.S. Both U.S. and foreign laws and regulations applicable to us have been increasing in scope and complexity. For example, both U.S. and foreign governments and government agencies regulate the aviation industry, and they may impose new regulations with additional aircraft security or other requirements or restrictions, including, for example, restrictions and/or fees related to carbon emissions levels. Changes in environmental laws and regulations, including those enacted in response to climate change concerns and other actions known as “green initiatives,” could lead to the necessity for new or additional investment in product designs or manufacturing processes and could increase environmental compliance expenditures, including costs to defend regulatory reviews. New or changing laws and regulations or related interpretation and policies could increase our costs of doing business, affect how we conduct our operations, adversely impact demand for our products, and/or limit our ability to sell our products and services. Compliance with laws and regulations of increasing scope and complexity is even more challenging in our current business environment in which reducing our operating costs is often necessary to remain competitive. In addition, a violation of U.S. and/or foreign laws by one of our employees or business partners could subject us or our employees to civil or criminal penalties, including material monetary fines, or other adverse actions, such as denial of import or export privileges and/or debarment as a government contractor which could damage our reputation and have an adverse effect on our business. We are subject to legal proceedings and other claims. 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 Textron Inc. Annual Report • 2014 13 regulations; production partners; product liability; patent and trademark infringement; employment disputes; and environmental, safety and health matters. Due to the nature of our manufacturing business, we may be subject to liability claims arising from accidents involving our products, including claims for serious personal injuries or death caused by weather or by pilot, driver or user error. In the case of litigation matters for which reserves have not been established because the loss is not deemed probable, it is reasonably possible that such claims could be decided against us and could require us to pay damages or make other expenditures in amounts that are not presently estimable. In addition, we cannot be certain that our reserves are adequate and that our insurance coverage will be sufficient to cover one or more substantial claims. Furthermore, we may not be able to obtain insurance coverage at acceptable levels and costs in the future. Litigation is inherently unpredictable, and we could incur judgments, receive adverse arbitration awards or enter into settlements for current or future claims that could adversely affect our financial position or our results of operations in any particular period. Intellectual property infringement claims of others and the inability to protect our intellectual property rights could harm our business and our customers. Intellectual property infringement claims may be asserted by third parties against us or our customers. Any related indemnification payments or legal costs we may be obliged to pay on behalf of our businesses, our customers or other third parties could be costly. In addition, we own the rights to many patents, trademarks, brand names, trade names and trade secrets that are important to our business. The inability to enforce these intellectual property rights may have an adverse effect on our results of operations. Additionally, our intellectual property could be at risk due to various cybersecurity threats. Certain of our products are subject to laws regulating consumer products and could be subject to repurchase or recall as a result of safety issues. As a distributor of consumer products in the U.S., certain of our products also are subject to the Consumer Product Safety Act, which empowers the U.S. Consumer Product Safety Commission (CPSC) to exclude from the market products that are found to be unsafe or hazardous. Under certain circumstances, the CPSC could require us to repair, replace or refund the purchase price of one or more of our products, or potentially even discontinue entire product lines, or we may voluntarily do so, but within strictures recommended by the CPSC. The CPSC also can impose fines or penalties on a manufacturer for non-compliance with its requirements. Furthermore, failure to timely notify the CPSC of a potential safety hazard can result in significant fines being assessed against us. Any repurchases or recalls of our products or an imposition of fines or penalties could be costly to us and could damage the reputation or the value of our brands. Additionally, laws regulating certain consumer products exist in some states, as well as in other countries in which we sell our products, and more restrictive laws and regulations may be adopted in the future. The increasing costs of certain employee and retiree benefits could adversely affect our results. Our earnings and cash flow may be adversely impacted by the amount of income or expense we expend or record for employee benefit plans. This is particularly true for our defined benefit pension plans, where required contributions to those plans and related expenses are driven by, among other things, our assumptions of the expected long-term rate of return on plan assets, the discount rate used for future payment obligations and the rates of future cost growth. Additionally, as part of our annual evaluation of these plans, significant changes in our assumptions, due to changes in economic, legislative and/or demographic experience or circumstances, or changes in our actual investment returns could negatively impact the funded status of our plans requiring us to substantially increase our pension liability with a resulting decrease in shareholders’ equity. Also, changes in pension legislation and regulations could increase the cost associated with our defined benefit pension plans. In addition, medical costs are rising at a rate faster than the general inflation rate. Continued medical cost inflation in excess of the general inflation rate would increase the risk that we will not be able to mitigate the rising costs of medical benefits. Moreover, we expect that some of the requirements of the new comprehensive healthcare law will increase our future costs. Increases to the costs of pension and medical benefits could have an adverse effect on our results of operations. Our business could be adversely affected by strikes or work stoppages and other labor issues. Approximately 7,100, or 28%, of our U.S. employees are unionized, and many of our non-U.S. employees are represented by organized councils. As a result, we may experience work stoppages, which could negatively impact our ability to manufacture our products on a timely basis, resulting in strain on our relationships with our customers and a loss of revenues. The presence of unions also may limit our flexibility in responding to competitive pressures in the marketplace. In addition, the workforces of many of our suppliers and customers are represented by labor unions. Work stoppages or strikes at the plants of our key suppliers could disrupt our manufacturing processes; similar actions at the plants of our customers could result in delayed or canceled orders for our products. Any of these events could adversely affect our results of operations. Currency, raw material price and interest rate fluctuations may adversely affect our results. We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates, raw material prices and interest rates. Currency variations also contribute to variations in sales of products and services in impacted 14 Textron Inc. Annual Report • 2014 jurisdictions. Accordingly, fluctuations in foreign currency rates could adversely affect our profitability in future periods. We monitor and manage these exposures as an integral part of our overall risk management program. In some cases, we purchase derivatives or enter into contracts to insulate our results of operations from these fluctuations. Nevertheless, changes in currency exchange rates, raw material prices and interest rates can have substantial adverse effects on our results of operations. We may be unable to effectively mitigate pricing pressures. In some markets, particularly where we deliver component products and services to OEMs, we face ongoing customer demands for price reductions, which sometimes are contractually obligated. However, if we are unable to effectively mitigate future pricing pressures through technological advances or by lowering our cost base through improved operating and supply chain efficiencies, our results of operations could be adversely affected. Unanticipated changes in our tax rates or exposure to additional income tax liabilities could affect our profitability. We are subject to income taxes in both the U.S. and various non-U.S. jurisdictions, and our domestic and international tax liabilities are subject to the allocation of income among these different jurisdictions. Our effective tax rate could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes to unrecognized tax benefits or changes in tax laws, which could affect our profitability. In particular, the carrying value of deferred tax assets is dependent on our ability to generate future taxable income, as well as changes to applicable statutory tax rates. In addition, the amount of income taxes we pay is subject to audits in various jurisdictions, and a material assessment by a tax authority could affect our profitability. Item 1B. Unresolved Staff Comments None. Item 2. Properties On January 3, 2015, we operated a total of 56 plants located throughout the U.S. and 54 plants outside the U.S. We own 59 plants and lease the remainder for a total manufacturing space of approximately 23.4 million square feet. We consider the productive capacity of the plants operated by each of our business segments to be adequate. We also own or lease offices, warehouses, service centers and other space at various locations. In general, our facilities are in good condition, are considered to be adequate for the uses to which they are being put and are substantially in regular use. Item 3. Legal Proceedings On October 7, 2014, the Federal Aviation Administration of the U.S. Department of Transportation (DOT) issued a Notice of Proposed Civil Penalty to McCauley Propeller Systems, a Division of Cessna Aircraft Company, for alleged violations of DOT’s hazardous materials shipment regulations in connection with the shipment of resin product by air from McCauley’s Columbus, GA facility. The DOT has proposed a civil penalty of $238,000, and Cessna Aircraft Company is currently negotiating the disposition of the matter. We also are subject to actual and threatened 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, health and safety 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. Item 4. Mine Safety Disclosures Not applicable. Textron Inc. Annual Report • 2014 15 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The principal market on which our common stock is traded is the New York Stock Exchange under the symbol “TXT.” At January 3, 2015, there were approximately 10,700 record holders of Textron common stock. The high and low sales prices per share of our common stock as reported on the New York Stock Exchange and the dividends paid per share are provided in the following table: First quarter Second quarter Third quarter Fourth quarter High $ 40.18 40.93 39.03 44.23 2014 Low $ 34.28 36.96 35.54 32.28 Dividends per Share $ 0.02 0.02 0.02 0.02 High $ 31.30 30.22 29.81 37.43 2013 Low $ 23.94 24.87 25.36 26.17 Dividends per Share 0.02 $ 0.02 0.02 0.02 Issuer Repurchases of Equity Securities The following provides information about our fourth quarter 2014 repurchases of equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended: Period (shares in thousands) September 28, 2014 – November 1, 2014 November 2, 2014 – November 29, 2014 November 30, 2014 – January 3, 2015 Total Total Number of Shares Purchased (1) Average Price Paid per Share (excluding commissions) 35.90 $ — 39.66 38.11 $ 225 — 320 545 Total Number of Shares Purchased as part of Publicly Announced Plan (1) 225 — 320 545 Maximum Number of Shares that may yet be Purchased under the Plan 16,399 — 16,079 (1) These shares were purchased pursuant to a plan authorizing the repurchase of up to 25 million shares of Textron common stock that had been announced on January 23, 2013. This plan has no expiration date. In February 2014, we entered into an Accelerated Share Repurchase agreement (ASR) with a counterparty and repurchased 4.3 million shares of our outstanding common stock from the counterparty for an initial estimated purchase price of $150 million. Final settlement of the ASR occurred in December 2014 and resulted in a final average price of $38.90 per share. 16 Textron Inc. Annual Report • 2014 Stock Performance Graph The following graph compares the total return on a cumulative basis at the end of each year of $100 invested in our common stock on December 31, 2009 with the Standard & Poor’s (S&P) 500 Stock Index, the S&P 500 Aerospace & Defense (A&D) Index and the S&P 500 Industrials Index, all of which include Textron. The values calculated assume dividend reinvestment. In 2014, we changed from the S&P Industrial Conglomerates Index to the S&P 500 Industrials Index, which we believe is a better comparator for the performance of our business. We have provided the S&P Industrial Conglomerates Index in the graph below for comparison purposes only. Textron S&P 500 S&P 500 A&D S&P 500 Industrials S&P 500 Industrial Conglomerates $250 $200 $150 $100 Textron Inc. S&P 500 S&P 500 A&D S&P 500 Industrials S&P 500 Industrial Conglomerates 2012 2010 2011 2009 2014 $ 100.00 $ 126.17 $ 99.08 $ 133.26 $ 198.15 $ 227.77 205.10 239.90 206.98 203.64 180.44 215.08 184.31 201.91 115.06 115.11 115.73 118.70 117.49 121.19 122.01 119.53 100.00 100.00 100.00 100.00 136.30 138.84 140.01 143.14 2013 Textron Inc. Annual Report • 2014 17 Item 6. Selected Financial Data (Dollars in millions, except per share amounts) Revenues Textron Aviation Bell Textron Systems Industrial Finance Total revenues Segment profit Textron Aviation (a) Bell Textron Systems Industrial Finance (b) Total segment profit Corporate expenses and other, net Interest expense, net for Manufacturing group Acquisition and restructuring costs (c) Special charges (d) Income tax (expense) benefit Income from continuing operations Per share of common stock Income from continuing operations — basic Income from continuing operations — diluted Dividends declared Book value at year-end Common stock price: High Low Year-end Common shares outstanding (In thousands) Basic average Diluted average Year-end Financial position Total assets Manufacturing group debt Finance group debt Shareholders’ equity Manufacturing group debt-to-capital (net of cash) Manufacturing group debt-to-capital Investment data Capital expenditures Depreciation 2014 2013 2012 2011 2010 $ 4,568 4,245 1,624 3,338 103 $ 13,878 $ 2,784 4,511 1,665 3,012 132 $ 12,104 $ 3,111 4,274 1,737 2,900 215 $ 12,237 $ 2,990 3,525 1,872 2,785 103 $ 11,275 $ 2,563 3,241 1,979 2,524 218 $ 10,525 $ $ 234 529 150 280 21 1,214 (161) (148) (52) — (248) 605 $ $ (48) $ 573 147 242 49 963 (166) (123) — — (176) 498 $ 82 639 132 215 64 1,132 (148) (143) — — (260) 581 $ $ 60 521 141 202 (333) 591 (114) (140) — — (95) 242 $ $ (29) 427 230 162 (237) 553 (137) (140) — (190) 6 92 2.17 $ 2.15 $ $ 0.08 $ 15.45 $ 44.23 $ 32.28 $ 42.17 1.78 $ 1.75 $ $ 0.08 $ 15.54 $ 37.43 $ 23.94 $ 36.61 2.07 $ 1.97 $ $ 0.08 $ 11.03 $ 29.18 $ 18.37 $ 24.12 $ 0.87 $ 0.79 $ 0.08 9.84 $ $ 28.87 $ 14.66 $ 18.49 0.33 $ 0.30 $ $ 0.08 $ 10.78 $ 25.30 $ 15.88 $ 23.64 279,409 281,790 276,582 279,299 284,428 282,059 280,182 294,663 271,263 277,684 307,255 278,873 274,452 302,555 275,739 $ 14,605 $ 2,811 $ 1,063 $ 4,272 $ 12,944 $ 1,931 $ 1,256 $ 4,384 $ 13,033 $ 2,301 $ 1,686 $ 2,991 $ 13,615 $ 2,459 $ 1,974 $ 2,745 $ 15,282 $ 2,302 $ 3,660 $ 2,972 33% 40% 15% 31% 24% 44% 37% 47% 32% 44% $ $ 429 389 $ $ 444 349 $ $ 480 336 $ $ 423 343 $ $ 270 334 (a) In 2014, segment profit includes amortization of $63 million related to fair value step-up adjustments of Beechcraft acquired inventories sold during the period. (b) For 2011, segment profit includes a $186 million initial mark-to-market adjustment for finance receivables in the Golf Mortgage portfolio that were transferred to the held for sale classification. (c) Acquisition and restructuring costs are related to the acquisition of Beech Holdings, LLC, the parent of Beechcraft Corporation, which was completed on March 14, 2014. (d) Special charges include restructuring charges of $99 million, primarily related to severance and asset impairment charges, and a $91 million non-cash pre-tax charge to reclassify a foreign exchange loss from equity as a result of substantially liquidating a Finance segment entity. 18 Textron Inc. Annual Report • 2014 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Overview and Consolidated Results of Operations Our revenues increased 15% in 2014 reflecting the success of our strategy of investing in new products and complementary acquisitions. Several highlights of the year include the following: (cid:120) Invested $694 million in research and development activities demonstrating our continued commitment to expand our current product lines across our businesses. Invested $1.6 billion in strategic acquisitions along with $429 million in capital expenditures. (cid:120) (cid:120) Delivered strong cash flow performance as manufacturing operating cash flows from continuing operations increased 67% to $1.1 billion. (cid:120) Grew segment profit by 26% to $1.2 billion. (cid:120) Raised diluted earnings per share from continuing operations by 23%. On March 14, 2014, we completed the acquisition of Beech Holdings, LLC, which included Beechcraft Corporation and other subsidiaries, (collectively “Beechcraft”); this business and the legacy Cessna segment were combined to form a new segment named Textron Aviation. We also made seven acquisitions in the Industrial and Textron Systems segments, which complemented our products and services. The results of these acquisitions are included in Textron’s consolidated financial statements only for the period subsequent to the completion of each acquisition and do not reflect a full year of operations. An analysis of our consolidated operating results is set forth below. A more detailed analysis of our segments’ operating results is provided in the Segment Analysis section on pages 21 to 28. Revenues (Dollars in millions) Revenues % change compared with prior period 2014 $ 13,878 2013 $ 12,104 2012 $ 12,237 15% (1)% Revenues increased $1.8 billion, 15%, in 2014, compared with 2013, as increases in the Textron Aviation and Industrial segments were partially offset by lower revenues in the Bell, Textron Systems and Finance segments. The net revenue increase included the following factors: (cid:120) Higher Textron Aviation revenues of $1.8 billion, primarily due to a $1.5 billion impact from the Beechcraft acquisition and a $263 million increase in volume, largely related to Citation jets. (cid:120) Higher Industrial segment revenues of $326 million, primarily due to $181 million in higher volume, largely in the Fuel Systems and Functional Components product line, and a $142 million impact from acquisitions. (cid:120) Lower Bell revenues of $266 million, largely due to a $183 million decrease in commercial revenues reflecting lower sales activity across the commercial helicopter market, and $99 million in lower other military volume, largely related to the H-1 program reflecting lower aircraft deliveries and production support. (cid:120) Lower Textron Systems revenues of $41 million, primarily due to lower volume of $233 million in the Marine and Land Systems product line, reflecting lower vehicle deliveries, partially offset by higher volume of $130 million in the Unmanned Systems product line and a $62 million impact from acquisitions. (cid:120) Lower Finance revenues of $29 million, primarily attributable to gains on the disposition of finance receivables held for sale during 2013. Revenues decreased $133 million, 1%, in 2013, compared with 2012, as decreases in the Textron Aviation, Finance and Textron Systems segments were partially offset by higher revenues in the Bell and Industrial segments. The net revenue decrease included the following factors: (cid:120) Lower Textron Aviation revenues of $327 million, primarily due to lower Citation jet volume of $384 million and CitationAir volume of $114 million, partially offset by higher aftermarket volume of $65 million and higher pre-owned aircraft volume of $53 million. Textron Inc. Annual Report • 2014 19 (cid:120) Lower Finance revenues of $83 million, primarily attributable to an unfavorable impact of $46 million from lower average finance receivables and a decrease of $25 million in revenues related to the resolution of a Timeshare account in 2012. (cid:120) Lower Textron Systems revenues of $72 million, largely due to lower volume of $51 million in the Marine and Land Systems product line and lower volume of $28 million in the Unmanned Systems product line. (cid:120) Higher Bell revenues of $237 million, largely due to higher volume of $163 million in our military programs, primarily reflecting higher V-22 deliveries and aftermarket volume, and $74 million of higher commercial revenues, largely due to higher aircraft volume. (cid:120) Higher Industrial segment revenues of $112 million, primarily due to higher volume of $58 million and the impact from acquisitions of $46 million. Cost of Sales and Selling and Administrative Expense (Dollars in millions) Operating expenses Cost of sales % change compared with prior period Gross margin as a percentage of Manufacturing revenues Selling and administrative expenses % change compared with prior period 2014 2013 $ 12,782 $ 11,257 10,131 11,421 13% 17.1% 1,361 21% 1% 15.4% 1,126 (3)% 2012 $ 11,184 10,019 16.7% 1,165 Manufacturing cost of sales and selling and administrative expenses together comprise our operating expenses. Cost of sales increased $1.3 billion, 13%, in 2014, compared with 2013, largely due to the impact of acquired businesses, primarily Beechcraft. In 2014, gross margin as a percentage of manufacturing revenues increased 170 basis points largely due to improved leverage resulting from higher revenues primarily at Textron Aviation. Selling and administrative expense increased $235 million, 21%, in 2014, compared with 2013, largely related to businesses acquired in the past year and compensation expense. These increases were partially offset by $28 million in severance costs incurred in 2013 in connection with a voluntary separation program at Textron Aviation. Manufacturing cost of sales increased $112 million, 1%, in 2013, compared with 2012, primarily due to higher volume at Bell and the impact from businesses acquired in 2013, partially offset by lower sales at Textron Aviation and Textron Systems. In 2013, gross margin as a percentage of manufacturing revenues decreased 130 basis points primarily due to unfavorable performance at Bell, largely due to manufacturing inefficiencies associated with labor disruptions resulting from negotiations with bargained employees and with the implementation of a new enterprise resource planning system in the first quarter of 2013, as well as lower Citation jet and CitiationAir volume at Textron Aviation. Selling and administrative expenses decreased $39 million, 3%, in 2013 compared with 2012, largely due to a reduction in administrative expenses of $26 million and lower provision for loan losses of $20 million at the Finance segment, both primarily associated with the non-captive business. Selling and administrative expense was also impacted by $28 million in severance costs incurred in 2013 at Textron Aviation, which were largely offset by a $27 million charge from an unfavorable arbitration award in 2012 at Textron Aviation. Acquisition and Restructuring Costs 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. During 2014, we recorded charges of $41 million related to these restructuring activities that were included in the Acquisition and restructuring costs line on the Consolidated Statements of Operations. In addition, we incurred transaction costs of $11 million in 2014 related to the acquisition that were also included in the Acquisition and restructuring costs line. We expect to incur additional restructuring costs in 2015, but do not expect these costs to be material. 20 Textron Inc. Annual Report • 2014 Interest Expense (Dollars in millions) Interest expense % change compared with prior period $ 2014 191 $ 10% 2013 173 (18)% $ 2012 212 Interest expense on the Consolidated Statement of Operations includes interest for both the Manufacturing and Finance borrowing groups with interest related to intercompany borrowings eliminated. Consolidated interest expense increased $18 million, 10%, in 2014, compared with 2013, primarily due to a $31 million impact related to financing the Beechcraft acquisition, partially offset by $9 million of lower interest expense due to the maturity of our convertible notes in the second quarter of 2013. In 2013, consolidated interest expense decreased $39 million, 18%, compared with 2012, primarily due to lower average debt outstanding. Income Tax Expense Our effective tax rate was 29.1% in 2014, 26.1% in 2013 and 30.9% in 2012. This rate generally differs from the U.S. federal statutory tax rate of 35% due to certain earnings from operations in lower-tax jurisdictions throughout the world, as well as the research credit. The jurisdictions with favorable tax rates that have the most significant effective tax rate impact in the periods presented include Canada, Germany, Belgium and China. We have not provided for U.S. taxes for those earnings because we plan to reinvest all of those earnings indefinitely outside of the U.S. In 2013, our effective tax rate was reduced by approximately 4.0% due to the tax benefit recognized upon the retroactive reinstatement and extension of the Federal Research and Development Tax Credit for the period from January 1, 2012 to December 31, 2013. In 2014, this credit was extended through the end of 2014, resulting in a 1.5% reduction in our effective tax rate. For a full reconciliation of our effective tax rate to the U.S. federal statutory tax rate of 35% see Note 12 to the Consolidated Financial Statements. Segment Analysis We operate in, and report financial information for, the following five business segments: Textron Aviation, which consists of the legacy Cessna segment combined with the recently-acquired Beechcraft business, Bell, Textron Systems, Industrial and Finance. 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 income and expense. In our discussion of comparative results for the Manufacturing group, changes in revenues and segment profit typically are expressed for our commercial business in terms of volume, pricing, foreign exchange and acquisitions. Additionally, changes in segment profit may be expressed in terms of mix, inflation and cost performance. Volume changes in revenues represent increases/decreases in the number of units delivered or services provided. Pricing represents changes in unit pricing. Foreign exchange is the change resulting from translating foreign-denominated amounts into U.S. dollars at exchange rates that are different from the prior period. Acquisitions refers to the revenues generated from businesses that were acquired within the previous 12 months. For segment profit, mix represents a change due to the composition of products and/or services sold at different profit margins. Inflation represents higher material, wages, benefits, pension or other costs. Performance reflects an increase or decrease in research and development, depreciation, selling and administrative costs, warranty, product liability, quality/scrap, labor efficiency, overhead, product line profitability, start-up, ramp up and cost-reduction initiatives or other manufacturing inputs. Approximately 28% of our 2014 revenues were derived from contracts with the U.S. Government. For our segments that have significant contracts with the U.S. Government, we typically express changes in segment profit related to the government business in terms of volume, changes in program performance or changes in contract mix. Changes in volume that are discussed in net sales typically drive corresponding changes in our segment profit based on the profit rate for a particular contract. Changes in program performance typically relate to profit recognition associated with revisions to total estimated costs at completion that reflect improved or deteriorated operating performance or award fee rates. Changes in contract mix refers to changes in operating margin due to a change in the relative volume of contracts with higher or lower fee rates such that the overall average margin rate for the segment changes. Textron Inc. Annual Report • 2014 21 Textron Aviation (Dollars in millions) Revenues Operating expenses Segment profit (loss) Profit margin Backlog $ 2013 $ 2014 2,784 $ 4,568 2,832 4,334 (48) 234 5.1% (1.7)% $ 1,365 $ 1,018 $ 2.6% 1,062 % Change 2012 3,111 3,029 82 2014 64% 53% — 2013 (11)% (7)% — Textron Aviation Revenues and Operating Expenses Factors contributing to the 2014 year-over-year revenue change are provided below: (In millions) Acquisitions Volume Pricing Total change 34% (4)% 2014 versus 2013 $ 1,480 263 41 $ 1,784 Textron Aviation’s revenues increased by $1.8 billion, 64%, in 2014, compared with 2013, primarily due to the impact of the Beechcraft acquisition of $1.5 billion and higher volume of $263 million. The increase in volume was primarily the result of higher Citation jet volume of $344 million, partially offset by lower CitationAir volume of $78 million related to exiting our fractional share business. We delivered 159 Citation jets and 113 King Air turboprops in 2014, compared with 139 Citation jets in 2013. During 2014, the portion of the segment’s revenues derived from aftermarket sales and services represented 30% of its total revenues, compared with 33% in 2013. Textron Aviation’s operating expenses increased by $1.5 billion, 53%, in 2014, compared with 2013, primarily due to the incremental operating costs related to the Beechcraft acquisition, and higher net volume as described above. Textron Aviation’s operating expenses exclude acquisition and restructuring costs incurred across the segment as a result of the Beechcraft integration, which are reported separately and are discussed in the Acquisition and Restructuring Costs section above. Factors contributing to the 2013 year-over-year revenue change are provided below: (In millions) Volume Acquisitions Other Total change $ 2013 versus 2012 (373) 33 13 (327) $ In 2013, Textron Aviation’s revenues decreased $327 million, 11%, compared with 2012, primarily due to lower Citation jet volume of $384 million and lower CitationAir volume of $114 million, largely related to the wind-down of our fractional share business. These decreases were partially offset by higher aftermarket volume of $65 million, largely due to increased service demand, and higher pre-owned aircraft volume of $53 million. We delivered 139 Citation jets in 2013, compared with 181 jets in 2012. During 2013, the portion of Textron Aviation’s revenues derived from aftermarket sales and services increased to 33%, compared with 25% in 2012, due to higher aftermarket volume and the impact of lower Citation jet revenues. Textron Aviation’s operating expenses decreased $197 million, 7%, in 2013, compared with 2012, primarily due to lower volume as discussed above. The volume-related decrease in operating expenses was partially offset by $37 million of operating costs incurred by service centers acquired at the beginning of 2013 and $33 million of inflation, largely due to higher pension expense of $17 million. Operating expenses in 2013 were also impacted by $28 million in severance costs incurred during the first half of the year in connection with a voluntary separation program offered to qualifying salaried employees and a reduction of certain direct production positions due to an adjustment of our production schedule. Operating expenses in 2012 included a $27 million charge from an unfavorable arbitration award. 22 Textron Inc. Annual Report • 2014 Textron Aviation Segment Profit (Loss) Factors contributing to 2014 year-over-year segment profit (loss) change are provided below: (In millions) Performance and other Volume Pricing and inflation 2013 Voluntary Separation Program Total change 2014 versus 2013 $ 117 89 48 28 282 $ Textron Aviation segment profit increased $282 million in 2014, compared with 2013, primarily due to an increase in Performance and other, higher volume as described above, favorable pricing and inflation and $28 million in severance costs incurred in 2013. During the second quarter of 2014, the cost structures of Beechcraft and Cessna were significantly integrated, and as a result, Performance and other reflects the net profit impact of Beechcraft, including the benefit of the integrated cost structure. Performance and other also includes amortization of $63 million in 2014, related to fair value step-up adjustments of acquired inventories sold during the periods. Factors contributing to 2013 year-over-year segment profit (loss) change are provided below: (In millions) Volume Inflation, net of pricing Other Total change $ 2013 versus 2012 (99) (21) (10) (130) $ Textron Aviation’s segment profit decreased $130 million in 2013, compared with 2012, primarily due to a $99 million impact from lower volume as described above and $21 million in inflation, net of pricing, largely due to higher pension expense of $17 million. Segment profit was also impacted by $28 million in severance costs incurred in 2013, largely offset by a $27 million charge from an unfavorable arbitration award incurred in 2012. Textron Aviation Backlog Textron Aviation’s backlog increased $347 million, 34%, in 2014 and decreased $44 million, 4%, in 2013. The increase in 2014 included the Beechcraft acquisition. Bell (Dollars in millions) Revenues: V-22 program Other military Commercial Total revenues Operating expenses Segment profit Profit margin Backlog 2014 2013 2012 2014 2013 % Change $ 1,771 860 1,614 4,245 3,716 529 12.5% $ 5,524 $ 1,755 959 1,797 4,511 3,938 573 12.7% $ 6,450 $ 1,611 940 1,723 4,274 3,635 639 15.0% $ 7,469 1% (10)% (10)% (6)% (6)% (8)% 9% 2% 4% 6% 8% (10)% (14)% (14)% Bell’s major U.S. Government programs at this time are the V-22 tiltrotor aircraft and the H-1 helicopter platforms, which are both in the production stage and represent a significant portion of Bell’s revenues from the U.S. Government. Textron Inc. Annual Report • 2014 23 Bell Revenues and Operating Expenses Factors contributing to the 2014 year-over-year revenue change are provided below: (In millions) Volume and mix Other Total change $ 2014 versus 2013 (300) 34 (266) $ Bell’s revenues decreased $266 million, 6%, in 2014, compared with 2013, primarily due to the following factors: (cid:120) (cid:120) (cid:120) $183 million decrease in commercial revenues, largely related to lower volume reflecting lower sales activity across the commercial helicopter market. Bell delivered 178 commercial aircraft in 2014, compared with 213 commercial aircraft in 2013. $99 million decrease in other military volume, primarily related to the H-1 program, largely reflecting lower aircraft deliveries and production support. Lower volume was partially offset by $41 million recorded in the second quarter of 2014, related to the settlement of the SDD phase of the ARH program, which was terminated in October 2008. Bell delivered 24 H-1 aircraft in 2014, compared with 25 aircraft in 2013. $16 million increase in V-22 program revenues, reflecting higher product support volume of $115 million. This increase was largely offset by lower aircraft deliveries, as we delivered 37 V-22 aircraft in 2014 compared to 41 V-22 aircraft in 2013. Bell’s operating expenses decreased $222 million, 6% in 2014, compared with 2013, primarily due to the lower net volume as discussed above. In addition, Bell experienced favorable profit adjustments on its long-term contracts, primarily driven by cost reduction activities in 2014 as well as unfavorable performance in 2013 as discussed below. Factors contributing to the 2013 year-over-year revenue change are provided below: (In millions) Volume Other Total change $ 2013 versus 2012 193 44 237 $ Bell’s revenues increased $237 million, 6% in 2013, compared with 2012, due to the following factors: (cid:120) (cid:120) (cid:120) $144 million increase in V-22 program volume largely due to higher aircraft deliveries, as we delivered 41 V-22 aircraft in 2013, compared with 39 aircraft in 2012. In addition, military aftermarket volume was higher by $35 million, reflecting increased support of fielded aircraft. $74 million increase in commercial revenues, largely due to higher aircraft volume, as we delivered 213 aircraft in 2013, compared to 188 aircraft in 2012. This increase was partially offset by lower commercial aftermarket revenues of $50 million, largely due to lower volume, which in part, resulted from the conversion to a new enterprise resource planning system in the first quarter of 2013. $19 million increase in other military volume, reflecting higher H-1 deliveries. We delivered 25 H-1 aircraft in 2013, compared with 24 H-1 aircraft in 2012. Bell’s operating expenses increased $303 million, 8%, in 2013, respectively, compared with 2012, largely due to higher volume as described above and $68 million in unfavorable performance, which included $27 million in lower favorable profit adjustments on its long-term contracts. The unfavorable performance was largely due to manufacturing inefficiencies associated with labor disruptions resulting from negotiations with bargained employees and with the implementation of a new enterprise resource planning system in the first quarter of 2013. On October 13, 2013, Bell reached a new five-year collective bargaining agreement with the United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) and UAW Local 218 which represents these employees. 24 Textron Inc. Annual Report • 2014 Bell Segment Profit Factors contributing to 2014 year-over-year segment profit change are provided below: (In millions) Volume and Mix Performance Other Total change $ 2014 versus 2013 (72) 23 5 $ (44) Bell’s segment profit decreased $44 million, 8%, in 2014, compared with 2013. The impact of volume and mix was largely driven by lower commercial volume and an unfavorable mix of commercial aircraft deliveries, partially offset by a $16 million favorable program profit adjustment related to the ARH program described above. Favorable performance primarily reflected our cost reduction activities in 2014 as well as unfavorable performance in 2013 as described above. Factors contributing to 2013 year-over-year segment profit change are provided below: (In millions) Performance Volume and mix Other Total change $ 2013 versus 2012 (68) (10) 12 (66) $ Bell’s segment profit decreased $66 million, 10%, in 2013, respectively, compared with 2012, primarily due to unfavorable performance as described above. Segment profit was also impacted by an unfavorable mix of commercial aircraft deliveries. Bell Backlog Backlog decreased $926 million, 14%, at Bell during 2014, primarily due to V-22 aircraft deliveries, in excess of orders. In 2013, Bell’s backlog decreased $1.0 billion, 14%, primarily due to deliveries on the V-22 and H-1 programs that exceeded orders. Textron Systems (Dollars in millions) Revenues Operating expenses Segment profit Profit margin Backlog 2014 $ 1,624 1,474 150 9.2% $ 2,790 2013 $ 1,665 1,518 147 8.8% 2012 $ 1,737 1,605 132 7.6% $ 2,803 $ 2,919 % Change 2014 2013 (2)% (3)% 2% (4)% (5)% 11% — (4)% Textron Systems Revenues and Operating Expenses Factors contributing to the 2014 year-over-year revenue change are provided below: (In millions) Volume Acquisitions Other Total change $ 2014 versus 2013 (106) 62 3 (41) $ Revenues at Textron Systems decreased $41 million, 2%, in 2014, compared with 2013, primarily due to lower volume in the Marine and Land Systems product line of $233 million, reflecting fewer vehicle deliveries, partially offset by higher volume in the Unmanned Systems product line of $130 million and a $62 million impact largely related to the acquisition of two flight simulation and training businesses in December 2013. Textron Inc. Annual Report • 2014 25 Textron Systems’ operating expenses decreased $44 million, 3%, in 2014, compared with 2013, primarily due to lower volume as described above, as well as the impact of a $15 million charge recorded in 2013 related to the fee-for-service program described below. Operating expenses also included the impact of costs related to acquisitions. Factors contributing to the 2013 year-over-year revenue change are provided below: (In millions) Volume Other Total change $ 2013 versus 2012 (76) 4 (72) $ Revenues at Textron Systems decreased $72 million, 4%, in 2013, compared with 2012, primarily due to lower volume in the Marine and Land product line of $51 million and in the Unmanned Systems product line of $28 million. Textron Systems’ operating expenses decreased $87 million, 5%, in 2013, compared with 2012, primarily due to improved performance reflecting the favorable impact of lower profit adjustments, including $22 million in lower fee-for-service program charges discussed below, along with cost reduction initiatives across most product lines. Operating expenses were also impacted by lower volume as described above. In 2013 and 2012, we recorded $15 million and $37 million, respectively, in unfavorable program profit adjustments related to start-up and engine performance issues for Unmanned System’s fee-for-service program. As a result of the engine performance issues, during the third quarter of 2013 we transitioned the manufacture of the engines to our Lycoming business, which has resulted in improved performance. Textron Systems Segment Profit Factors contributing to 2014 year-over-year segment profit change are provided below: (In millions) Performance Volume Other Total change $ 2014 versus 2013 22 (12) (7) 3 $ Segment profit at Textron Systems increased $3 million, 2%, in 2014, compared with 2013, primarily driven by $22 million of improved performance, partially offset by $12 million from lower volume as described above. Performance primarily reflects the impact of unfavorable profit adjustments in 2013, including a $15 million charge related to the fee-for-service program described above. Factors contributing to 2013 year-over-year segment profit change are provided below: (In millions) Performance Volume and mix Other Total change $ 2013 versus 2012 58 (33) (10) 15 $ Segment profit at Textron Systems increased $15 million, 11% in 2013 compared with 2012, largely due to improved performance reflecting the favorable impact of lower profit adjustments, including $22 million in lower fee-for-service program charges, along with cost reduction initiatives across most product lines. This improved performance was partially offset by lower volume as described above. 26 Textron Inc. Annual Report • 2014 Industrial (Dollars in millions) Revenues: Fuel Systems and Functional Components Other Industrial Total revenues Operating expenses Segment profit Profit margin 2014 2013 2012 2014 2013 % Change $ 1,975 1,363 3,338 3,058 280 8.4% $ 1,853 1,159 3,012 2,770 242 8.0% $ 1,842 1,058 2,900 2,685 215 7.4% 7% 18% 11% 10% 16% 1% 10% 4% 3% 13% Industrial Revenues and Operating Expenses Factors contributing to the 2014 year-over-year revenue change are provided below: (In millions) Volume Acquisitions Other Total change $ 2014 versus 2013 181 142 3 326 $ Industrial segment revenues increased $326 million, 11%, in 2014, compared with 2013, primarily due to higher volume of $181 million and the impact from acquisitions of $142 million, primarily within our Specialized Vehicles and Equipment product line. Higher volume resulted from a $142 million increase in the Fuel Systems and Functional Components product line, principally reflecting automotive industry demand in North America and Europe, and a $39 million increase in the Other Industrial product lines. Operating expenses for the Industrial segment increased $288 million, 10%, in 2014, compared with 2013, largely due to the impact from higher volume as described above and additional operating expenses from recently acquired businesses. Factors contributing to the 2013 year-over-year revenue change are provided below: (In millions) Volume Acquisitions Other Total change $ 2013 versus 2012 58 46 8 112 $ Industrial segment revenues increased $112 million, 4%, in 2013, compared with 2012, largely due to higher volume of $58 million and the impact from acquisitions of $46 million within our Tools and Test Equipment product line. Higher volume resulted from a $32 million increase in the Other Industrial product lines, mostly due to higher market demand in the Specialized Vehicles and Equipment product line, and a $26 million increase in the Fuel Systems and Functional Components line, reflecting higher automotive industry demand in North America. Operating expenses for the Industrial segment increased $85 million, 3%, in 2013, compared with 2012, largely due to higher volume and a $43 million impact from acquisitions. Operating expenses were also impacted by improved performance of $27 million associated with the Fuel Systems and Functional Components product line, which was partially offset by $16 million of inflation in this product line, reflecting higher compensation and material costs. Industrial Segment Profit Factors contributing to 2014 year-over-year segment profit change are provided below: (In millions) Volume and mix Performance Other Total change $ 2014 versus 2013 20 15 3 38 $ Textron Inc. Annual Report • 2014 27 Segment profit for the Industrial segment increased $38 million, 16%, in 2014, compared with 2013, largely due to the impact from higher volume as described above. Profit was also impacted by improved performance of $15 million, primarily driven by the Fuel Systems and Functional Components product line. Factors contributing to 2013 year-over-year segment profit change are provided below: (In millions) Performance Volume Inflation, net of pricing Other Total change $ 2013 versus 2012 39 9 (22) 1 27 $ Segment profit for the Industrial segment increased $27 million, 13%, in 2013, compared with 2012, primarily due to improved performance of which $27 million was associated with the Fuel Systems and Functional Components product line. The $22 million unfavorable impact from inflation, net of pricing, was primarily in the Fuel Systems and Functional Components product line, reflecting higher compensation and material costs. Finance (In millions) Revenues Segment profit $ 2014 103 21 $ 2013 132 49 $ 2012 215 64 Finance Revenues Finance segment revenues decreased $29 million in 2014, compared with 2013, primarily attributable to a $31 million impact from gains on the disposition of finance receivables held for sale during 2013. These gains resulted from the payoff of loans in amounts, and sale of loans at prices, in excess of the values established in previous periods. Finance segment revenues decreased $83 million in 2013, compared with 2012, primarily attributable to an unfavorable impact of $46 million, attributable to lower average finance receivables of $834 million. Revenues during 2013 were also lower by $25 million due to the resolution of a Timeshare account that returned to accrual status in 2012. Finance Segment Profit Finance segment profit decreased $28 million in 2014, compared with 2013, primarily due to a change in provision for loan losses of $29 million, largely reflecting reserve reversals in 2013 primarily related to the non-captive business, and the impact from gains on finance receivables held for sale described above. These decreases in segment profit were partially offset by lower administrative expense of $19 million in 2014, primarily associated with the exit of the non-captive business. Finance segment profit decreased $15 million in 2013, compared with 2012, primarily resulting from the resolution of a Timeshare account in 2012 as described above, as well as an unfavorable impact of $25 million in net interest margin from lower average finance receivables. These decreases were partially offset by lower administrative expenses of $26 million and lower provision for loan losses of $20 million, largely related to the downsizing of the non-captive business. Finance Portfolio Quality The following table reflects information about the Finance segment’s credit performance related to finance receivables. (Dollars in millions) Finance receivables Nonaccrual finance receivables Ratio of nonaccrual finance receivables to finance receivables 60+ days contractual delinquency 60+ days contractual delinquency as a percentage of finance receivables January 3, 2015 $ 1,254 81 6.46% $ 57 December 28, 2013 $ 1,483 105 7.08% $ 80 4.55% 5.39% 28 Textron Inc. Annual Report • 2014 Liquidity and Capital Resources 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 Textron Aviation, Bell, Textron Systems and Industrial segments. The Finance group, which also is the Finance segment, consists of Textron Financial Corporation 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. Key information that is utilized in assessing our liquidity is summarized below: (Dollars in millions) Manufacturing group Cash and equivalents Debt Shareholders’ equity Capital (debt plus shareholders’ equity) Net debt (net of cash and equivalents) to capital Debt to capital Finance group Cash and equivalents Debt January 3, 2015 December 28, 2013 $ 731 2,811 4,272 7,083 33% 40% $ 1,163 1,931 4,384 6,315 15% 31% $ $ 91 1,063 48 1,256 We believe that our calculations of debt to capital and net debt to capital are useful measures as they provide a summary indication of the level of debt financing (i.e., leverage) that is in place to support our capital structure, as well as to provide an indication of the capacity to add further leverage. We believe that we will have sufficient cash to meet our future needs, based on our existing cash balances, the cash we expect to generate from our manufacturing operations and other available funding alternatives, as appropriate. Textron has a senior unsecured revolving credit facility that expires in October 2018 for an aggregate principal amount of $1.0 billion, of which up to $100 million is available for the issuance of letters of credit. At January 3, 2015, there were no amounts borrowed against the facility, and there were $35 million of letters of credits issued against it. We maintain an effective shelf registration statement filed with the Securities and Exchange Commission that authorizes us to issue an unlimited amount of public debt and other securities. Under this shelf registration statement, in January 2014, we issued $250 million of 3.65% notes due 2021 and $350 million of 4.30% notes due 2024. We also entered into a five-year term loan agreement with a syndicate of banks in the principal amount of $500 million. 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 notes issued, to finance a portion of the acquisition. The balance of the Beechcraft acquisition purchase price was paid from cash on hand. During the third quarter of 2014, we repaid $200 million of the five-year term loan. Also under the shelf registration statement, in November 2014, we issued $350 million of 3.875% notes due 2025. Subsequently, prior to year-end, we prepaid $350 million of 6.2% notes which were due in March 2015. Manufacturing Group Cash Flows Cash flows from continuing operations for the Manufacturing group as presented in our Consolidated Statement of Cash Flows are summarized below: (In millions) Operating activities Investing activities Financing activities 2014 $ 1,097 (2,065) 552 $ 2013 658 (624) (240) $ 2012 958 (476) 29 Cash flows from operating activities increased $439 million during 2014, compared with 2013, largely due to a favorable change in working capital, higher income from continuing operations of $120 million and lower contributions of $118 million to our pension plans, partially offset by $175 million of dividends received from the Finance group in 2013. Working capital was Textron Inc. Annual Report • 2014 29 favorably impacted by an increase of $226 million in customer deposits, primarily at Textron Aviation, and a $174 million increase in cash from accounts receivable, largely at Bell, partially offset by an increase in net tax payments of $43 million. Net tax payments were $266 million and $223 million in 2014 and 2013, respectively. We generated $658 million in cash from operating activities in 2013 on $914 million in Manufacturing group segment profit and $470 million of income from continuing operations. The $300 million decrease in cash flows from operating activities from 2012 was largely due to a $429 million impact related to working capital requirements and $64 million in lower income from continuing operations, which were partially offset by $211 million in lower contributions to our pension plans in 2013. The most significant change within working capital was a $230 million unfavorable impact resulting from net tax payments of $223 million in 2013, compared to net tax refunds of $7 million in 2012. In addition, we had $165 million in cash inflows related to changes in inventory levels, largely at Textron Aviation, which was more than offset by $264 million of cash outflows from changes in accounts receivable and accounts payable. The change in inventory levels at Textron Aviation was primarily related to lower pre- owned inventory, partially offset by higher inventory in support of new sales. Pension contributions were $76 million, $194 million and $405 million in 2014, 2013 and 2012, respectively. In 2014, cash flows from investing activities included a $1.6 billion aggregate cash payment for Beechcraft and seven other acquisitions within our Industrial and Textron Systems segments. Cash flows from investing activities in 2013 included $196 million of cash used for acquisitions of businesses within our Industrial and Textron Systems segments and two service centers in our Textron Aviation segment. Cash flows from investing activities also included capital expenditures of $429 million, $444 million and $480 million in 2014, 2013 and 2012, respectively. Cash flows from financing activities in 2014 included proceeds from long-term debt of $1.4 billion, most of which was used to finance a portion of the Beechcraft acquisition, partially offset by the repayment of $559 million of outstanding debt. In 2013, cash flows used in financing activities primarily consisted of the repayment of $528 million of outstanding debt, including the settlement of our convertible notes, which was partially offset by proceeds from long-term debt of $150 million. In 2012, we generated cash from financing activities, largely due to the receipt of $490 million from the Finance group in payment of its intergroup borrowing, partially offset by $272 million in share repurchases and $189 million in payments on our outstanding debt. Dividends Dividend payments to shareholders totaled $28 million, $22 million and $17 million in 2014, 2013 and 2012, respectively. Share Repurchases During 2014, under a 2013 share repurchase authorization, we repurchased an aggregate of 8.9 million shares of our outstanding common stock for $340 million. In 2012, under a 2007 share repurchase authorization, we repurchased 11.1 million shares of our outstanding common stock for $272 million. Capital Contributions Paid To and Dividends Received From the Finance Group Under a Support Agreement between Textron and TFC, Textron is required to maintain a controlling interest in TFC. The agreement also requires Textron to ensure that TFC maintains fixed charge coverage of no less than 125% and consolidated shareholder’s equity of no less than $200 million. Cash contributions paid to TFC to maintain compliance with the Support Agreement and dividends paid by TFC to Textron Inc. are detailed below: (In millions) Dividends paid by TFC to Textron Capital contributions paid to TFC under Support Agreement $ 2014 — — $ 2013 175 — $ 2012 345 (240) Due to the nature of these contributions, we classify these contributions within cash flows used by operating activities for the Manufacturing group in the Consolidated Statements of Cash Flows. Capital contributions to support Finance group growth in the ongoing captive finance business are classified as cash flows from financing activities. The Finance group’s net income is excluded from the Manufacturing group’s cash flows, while dividends from the Finance group are included within cash flows from operating activities for the Manufacturing group as they represent a return on investment. 30 Textron Inc. Annual Report • 2014 Finance Group Cash Flows The cash flows from continuing operations for the Finance group are summarized below: (In millions) Operating activities Investing activities Financing activities $ 2014 5 255 (217) $ 2013 66 624 (677) $ 2012 5 934 (918) In 2014 and 2013, the Finance group’s cash flows from operating activities were primarily impacted by changes in net taxes paid/received. Net tax (payments)/receipts were $(23) million, $49 million and $(43) million in 2014, 2013 and 2012, respectively. Cash flows from investing activities primarily included finance receivables repaid and proceeds from sales of receivables and other finance assets totaling $499 million, $853 million and $1.3 billion in 2014, 2013 and 2012, respectively, partially offset by financial receivable originations of $215 million, $271 million and $331 million, respectively. Cash used in financing activities included payments on long-term and nonrecourse debt of $345 million, $743 million and $426 million in 2014, 2013 and 2012, respectively, which were partially offset by proceeds from long-term debt of $128 million, $298 million and $106 million, respectively. In 2013 and 2012, dividend payments to the Manufacturing group, net of capital contributions received, totaled $174 million and $105 million, respectively. In 2012, the Finance group also made cash payments of $493 million to the Manufacturing group related to intergroup borrowings. Consolidated Cash Flows The consolidated cash flows from continuing operations, after elimination of activity between the borrowing groups, are summarized below: (In millions) Operating activities Investing activities Financing activities $ 2014 1,211 (1,919) 335 $ 2013 813 (264) (742) $ 2012 935 378 (781) Cash flows from operating activities increased $398 million during 2014, compared with 2013, largely due to a favorable change in working capital, lower contributions of $118 million to our pension plans and higher income from continuing operations of $107 million. Working capital was favorably impacted by an increase of $226 million in customer deposits, primarily at Textron Aviation, and a $174 million increase in cash from accounts receivable, largely at Bell, partially offset by an increase in net tax payments of $115 million and lower net cash receipts from captive finance receivables of $87 million. Net tax payments were $289 million and $174 million in 2014 and 2013, respectively. During 2013, cash flows from operating activities decreased $122 million, compared with 2012, largely due to a $133 million impact related to working capital requirements and lower earnings, which were partially offset by a $206 million impact of lower contributions to our pension plans in 2013. Significant changes within working capital included a $138 million unfavorable impact resulting from net taxes paid between the periods as net tax payments were $174 million and $36 million in 2013 and 2012, respectively, and $264 million of cash outflows related to changes in accounts receivable and accounts payable. These cash outflows were partially offset by $198 million of cash inflows related to changes in inventory levels, largely at Textron Aviation, and a $141 million impact from lower captive finance receivables. In 2014, cash flows from investing activities included a $1.6 billion aggregate cash payment for Beechcraft and seven other acquisitions within our Industrial and Textron Systems segments. Cash flows from investing activities in 2013 included $196 million of cash used for acquisitions of businesses within our Industrial and Textron Systems segments and two service centers in our Textron Aviation segment. Cash flows from investing activities also included capital expenditures of $429 million, $444 million and $480 million in 2014, 2013 and 2012, respectively. Collections on finance receivables and proceeds from sales of finance receivables and other finance assets totaled $134 million, $368 million, and $848 million in 2014, 2013 and 2012. Cash flows from financing activities in 2014 included proceeds of $1.6 billion from long-term debt, most of which was used to finance a portion of the Beechcraft acquisition, partially offset by the repayment of $904 million of outstanding debt. In 2013 and 2012, financing activities primarily consisted of the repayment of outstanding long-term debt of $1.3 billion and $617 million, respectively, partially offset by proceeds from the issuance of long-term debt of $448 million and $106 million, respectively. Cash used in financing activities also included $340 million and $272 million of share repurchases in 2014 and 2012, respectively. Textron Inc. Annual Report • 2014 31 Captive Financing and Other Intercompany Transactions The Finance group finances retail purchases and leases for new and pre-owned aircraft and equipment manufactured by our Manufacturing group, otherwise known as captive financing. In the Consolidated Statements of Cash Flows, cash received from customers or from the sale of receivables is reflected as operating activities when received from third parties. However, in the cash flow information provided for the separate borrowing groups, cash flows related to captive financing activities are reflected based on the operations of each group. For example, when product is sold by our Manufacturing group to a customer and is financed by the Finance group, the origination of the finance receivable is recorded within investing activities as a cash outflow in the Finance group’s statement of cash flows. Meanwhile, in the Manufacturing group’s statement of cash flows, the cash received from the Finance group on the customer’s behalf is recorded within operating cash flows as a cash inflow. Although cash is transferred between the two borrowing groups, there is no cash transaction reported in the consolidated cash flows at the time of the original financing. These captive financing activities, along with all significant intercompany transactions, are reclassified or eliminated from the Consolidated Statements of Cash Flows. Reclassification and elimination adjustments included in the Consolidated Statement of Cash Flows are summarized below: (In millions) Reclassifications from investing activities: Finance receivable originations for Manufacturing group inventory sales Cash received from customers and the sale of receivables Other Total reclassifications from investing activities Reclassifications from financing activities: Capital contributions paid by Manufacturing group to Finance group Dividends received by Manufacturing group from Finance group Other Total reclassifications from financing activities Total reclassifications and adjustments to cash flow from operating activities Contractual Obligations 2014 2013 2012 $ $ (215) 365 (41) 109 — — — — 109 $ $ (248) 485 27 264 1 (175) (1) (175) 89 $ $ (309) 405 (16) 80 240 (345) (3) (108) (28) Manufacturing Group The following table summarizes the known contractual obligations, as defined by reporting regulations, of our Manufacturing group as of January 3, 2015: (In millions) Liabilities reflected in balance sheet: Long-term debt Interest on borrowings Pension benefits for unfunded plans Postretirement benefits other than pensions Other long-term liabilities Liabilities not reflected in balance sheet: Purchase obligations Operating leases Total Manufacturing group Total Year 1 Years 2-3 Years 4-5 More Than 5 Years Payments Due by Period $ $ 2,816 747 392 413 650 $ 8 128 26 45 121 $ 766 242 49 79 194 562 176 46 65 76 $ 1,480 201 271 224 259 3,370 438 $ 8,826 2,651 73 $ 3,052 677 104 $ 2,111 28 68 $ 1,021 14 193 $ 2,642 Pension and Postretirement Benefits We maintain defined benefit pension plans and postretirement benefit plans other than pensions as discussed in Note 11 to the Consolidated Financial Statements. Included in the above table are discounted estimated benefit payments we expect to make related to unfunded pension and other postretirement benefit plans. Actual benefit payments are dependent on a number of factors, including mortality assumptions, expected retirement age, rate of compensation increases and medical trend rates, which are subject to change in future years. Our policy for funding pension plans is to make contributions annually, consistent with applicable laws and regulations; however, future contributions to our pension plans are not included in the above table. In 2015, we expect to make approximately $54 million of contributions to our funded pension plans and the Retirement Account Plan. Based on our current assumptions, which may change with changes in market conditions, our current contribution estimates for each of the years from 2016 through 2019 are estimated to be in the range of approximately $65 million to $155 million under the plan provisions in place at this time. 32 Textron Inc. Annual Report • 2014 Other Long-Term Liabilities Other long-term liabilities included in the table consist primarily of undiscounted amounts in the Consolidated Balance Sheet as of January 3, 2015, representing obligations under deferred compensation arrangements and estimated environmental remediation costs. Payments under deferred compensation arrangements have been estimated based on management’s assumptions of expected retirement age, mortality, stock price and rates of return on participant deferrals. The timing of cash flows associated with environmental remediation costs is largely based on historical experience. Other long-term liabilities, such as deferred taxes, unrecognized tax benefits and product liability, warranty and litigation reserves, have been excluded from the table due to the uncertainty of the timing of payments combined with the absence of historical trends to be used as a predictor for such payments. Purchase Obligations Purchase obligations include undiscounted amounts committed under legally enforceable contracts or purchase orders for goods and services with defined terms as to price, quantity and delivery dates. Approximately 33% of the purchase obligations we disclose represent purchase orders issued for goods and services to be delivered under firm contracts with the U.S. Government for which we have full recourse under customary contract termination clauses. Finance Group The following table summarizes the known contractual obligations, as defined by reporting regulations, of our Finance group as of January 3, 2015: (In millions) Liabilities reflected in balance sheet: Term debt Subordinated debt Securitized debt Interest on borrowings Total Finance group Total Year 1 Years 2-3 Years 4-5 More Than 5 Years Payments Due by Period $ 665 299 98 227 $ 1,289 $ $ 82 — 46 37 165 $ $ 363 — 35 47 445 $ $ 115 — 9 21 145 $ $ 105 299 8 122 534 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. At January 3, 2015, the Finance group also had $33 million in other liabilities that are payable within the next 12 months. Critical Accounting Estimates To prepare our Consolidated Financial Statements to be in conformity with generally accepted accounting principles, we must make complex and subjective judgments in the selection and application of accounting policies. The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations are listed below. We believe these policies require our most difficult, subjective and complex judgments in estimating the effect of inherent uncertainties. This section should be read in conjunction with Note 1 to the Consolidated Financial Statements, which includes other significant accounting policies. Long-Term Contracts We make a substantial portion of our sales to government customers pursuant to long-term contracts. These contracts require development and delivery of products over multiple years and may contain fixed-price purchase options for additional products. We account for these long-term contracts under the percentage-of-completion method of accounting. Under this method, we estimate profit as the difference between total estimated revenues and cost of a contract. The percentage-of-completion method of accounting involves the use of various estimating techniques to project costs at completion and, in some cases, includes estimates of recoveries asserted against the customer for changes in specifications. Due to the size, length of time and nature of many of our contracts, the estimation of total contract costs and revenues through completion is complicated and subject to many variables relative to the outcome of future events over a period of several years. We are required to make numerous assumptions and estimates relating to items such as expected engineering requirements, complexity of design and related development costs, product performance, performance of subcontractors, availability and cost of materials, labor productivity and cost, overhead and capital costs, manufacturing efficiencies and the achievement of contract milestones, including product deliveries, technical requirements, or schedule. Textron Inc. Annual Report • 2014 33 Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals. We update our projections of costs at least semiannually or when circumstances significantly change. Adjustments to projected costs are recognized in earnings when determinable. Anticipated losses on contracts are recognized in full in the period in which the losses become probable and estimable. Due to the significance of judgment in the estimation process described above, it is likely that materially different revenues and/or cost of sales amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Our earnings could be reduced by a material amount resulting in a charge to earnings if (a) total estimated contract costs are significantly higher than expected due to changes in customer specifications prior to contract amendment, (b) total estimated contract costs are significantly higher than previously estimated due to cost overruns or inflation, (c) there is a change in engineering efforts required during the development stage of the contract or (d) we are unable to meet contract milestones. At the outset of each contract, we estimate the initial profit booking rate. The initial profit booking rate of each contract considers risks surrounding the ability to achieve the technical requirements (for example, a newly-developed product versus a mature product), schedule (for example, the number and type of milestone events), and costs by contract requirements in the initial estimated costs at completion. Profit booking rates may increase during the performance of the contract if we successfully retire risks surrounding the technical, schedule, and costs aspects of the contract. Likewise, the profit booking rate may decrease if we are not successful in retiring the risks; and, as a result, our estimated costs at completion increase. All of the estimates are subject to change during the performance of the contract and, therefore, may affect the profit booking rate. When adjustments are required, any changes from prior estimates are recognized using the cumulative catch-up method with the impact of the change from inception-to-date recorded in the current period. The following table sets forth the aggregate gross amount of all program profit adjustments that are included within segment profit for the three years ended January 3, 2015: (In millions) Gross favorable Gross unfavorable Net adjustments 2014 132 (37) 95 $ $ 2013 51 (22) 29 $ $ 2012 88 (73) 15 $ $ Goodwill We evaluate the recoverability of goodwill annually in the fourth quarter or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of a reporting unit might be impaired. The reporting unit represents the operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment, in which case such component is the reporting unit. In certain instances, we have aggregated components of an operating segment into a single reporting unit based on similar economic characteristics. We calculate the fair value of each reporting unit, primarily using discounted cash flows. These cash flows incorporate assumptions for short- and long-term revenue growth rates, operating margins and discount rates that represent our best estimates of current and forecasted market conditions, cost structure, anticipated net cost reductions, and the implied rate of return that we believe a market participant would require for an investment in a business having similar risks and business characteristics to the reporting unit being assessed. The revenue growth rates and operating margins used in our discounted cash flow analysis are based on our strategic plans and long-range planning forecasts. The long-term growth rate we use to determine the terminal value of the business is based on our assessment of its minimum expected terminal growth rate, as well as its past historical growth and broader economic considerations such as gross domestic product, inflation and the maturity of the markets we serve. We utilize a weighted-average cost of capital in our impairment analysis that makes assumptions about the capital structure that we believe a market participant would make and include a risk premium based on an assessment of risks related to the projected cash flows of each reporting unit. We believe this approach yields a discount rate that is consistent with an implied rate of return that an independent investor or market participant would require for an investment in a company having similar risks and business characteristics to the reporting unit being assessed. If the reporting unit’s estimated fair value exceeds its carrying value, the reporting unit is not impaired, and no further analysis is performed. Otherwise, the amount of the impairment must be determined by comparing the carrying amount of the reporting unit’s goodwill to the implied fair value of that goodwill. The implied fair value of goodwill is determined by assigning a fair value to all of the reporting unit’s assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination. If the carrying amount of the goodwill exceeds the implied fair value, an impairment loss would be recognized in an amount equal to that excess. 34 Textron Inc. Annual Report • 2014 Based on our annual impairment review, the fair value of all of our reporting units exceeded their carrying values, and we do not believe that there is a reasonable possibility that any units might fail the initial step of the impairment test in the foreseeable future. Retirement Benefits We maintain various pension and postretirement plans for our employees globally. These plans include significant pension and postretirement benefit obligations, which are calculated based on actuarial valuations. Key assumptions used in determining these obligations and related expenses include expected long-term rates of return on plan assets, discount rates and healthcare cost projections. We also make assumptions regarding employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increases. We evaluate and update these assumptions annually. To determine the weighted-average expected long-term rate of return on plan assets, we consider the current and expected asset allocation, as well as historical and expected returns on each plan asset class. A lower expected rate of return on plan assets will increase pension expense. For 2014, the assumed expected long-term rate of return on plan assets used in calculating pension expense was 7.60%, compared with 7.56% in 2013. For the last three years, the assumed rate of return for our domestic plans, which represent approximately 90% of our total pension assets, was 7.75%. A 50-basis-point decrease in this long-term rate of return in 2014 would have increased pension expense for our domestic plans by approximately $27 million. The discount rate enables us to state expected future benefit payments as a present value on the measurement date, reflecting the current rate at which the pension liabilities could be effectively settled. This rate should be in line with rates for high-quality fixed income investments available for the period to maturity of the pension benefits, which fluctuate as long-term interest rates change. A lower discount rate increases the present value of the benefit obligations and increases pension expense. In 2014, the weighted- average discount rate used in calculating pension expense was 4.92%, compared with 4.23% in 2013. For our domestic plans, the assumed discount rate was 5.00% in 2014, compared with 4.25% for 2013. A 50-basis-point decrease in this discount rate in 2014 would have increased pension expense for our domestic plans by approximately $29 million. The trend in healthcare costs is difficult to estimate, and it has an important effect on postretirement liabilities. The 2014 medical and prescription drug healthcare cost trend rates represent the weighted-average annual projected rate of increase in the per capita cost of covered benefits. In 2014, we assumed a trend rate of 6.60% for both medical and prescription drug healthcare rates and assumed this rate would decrease to 5.00% by 2021 and then remain at that level. See Note 11 to the Consolidated Financial Statements for the impact of a one-percentage-point change in the cost trend rate. Warranty and Product Maintenance Liabilities We provide limited warranty and product maintenance programs, including parts and labor, for certain products for periods ranging from one to five years. A significant portion of these liabilities arises from our commercial aircraft businesses. We also may incur costs related to product recalls. We estimate the costs that may be incurred under warranty programs and record a liability in the amount of such costs at the time product revenue is recognized. Factors that affect this liability include the number of products sold, historical costs per claim, contractual recoveries from vendors, and historical and anticipated rates of warranty claims, including production and warranty patterns for new models. During our initial aircraft model launches, we typically incur higher warranty-related costs until the production process matures, at which point warranty costs moderate. We assess the adequacy of our recorded warranty and product maintenance liabilities periodically and adjust the amounts as necessary. Adjustments are made to accruals as claim data and actual experience warrant. Should future warranty experience differ materially from our historical experience, we may be required to record additional warranty liabilities, which could have a material adverse effect on our results of operations and cash flows in the period in which these additional liabilities are required. Income Taxes Deferred income tax balances reflect the effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and their tax bases, as well as from net operating losses and tax credit carryforwards, and are stated at enacted tax rates in effect for the year taxes are expected to be paid or recovered. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including the future reversal of existing taxable temporary differences, taxable income in carryback years, available tax planning strategies and estimated future taxable income. The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued, where Textron Inc. Annual Report • 2014 35 applicable. We recognize net tax-related interest and penalties for continuing operations in income tax expense. If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to settlement of income tax examinations, new regulatory or judicial pronouncements, or other relevant events. As a result, our effective tax rate may fluctuate significantly on a quarterly and annual basis. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Foreign Currency Exchange Risks Our financial results are affected by changes in foreign currency exchange rates in the various countries in which our products are manufactured and/or sold. For our manufacturing operations, we manage exposures to foreign currency assets and earnings primarily by funding certain foreign currency-denominated assets with liabilities in the same currency so that certain exposures are naturally offset. We primarily use borrowings denominated in British pound sterling for these purposes. In managing our foreign currency transaction exposures, we also enter into foreign currency exchange contracts. These contracts generally are used to fix the local currency cost of purchased goods or services or selling prices denominated in currencies other than the functional currency. The notional amount of outstanding foreign currency exchange contracts was approximately $696 million and $636 million at the end of 2014 and 2013, respectively. The impact of foreign currency exchange rate changes on revenues and segment profit for 2014 and 2013 from the prior year was not significant. Interest Rate Risks Our financial results are affected by changes in interest rates. As part of managing this risk, we seek to achieve a prudent balance between floating- and fixed-rate exposures. We continually monitor our mix of these exposures and adjust the mix, as necessary. For our Finance group, we limit our risk to changes in interest rates with a strategy of matching floating-rate assets with floating- rate liabilities. Quantitative Risk Measures 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 and foreign exchange rate risk) include finance receivables (excluding leases), debt (excluding lease obligations) and foreign currency exchange contracts. Presented below is a sensitivity analysis of the fair value of financial instruments outstanding at year-end. We estimate the fair value of the financial instruments using discounted cash flow analysis and indicative market pricing as reported by leading financial news and data providers. This sensitivity analysis is most likely not indicative of actual results in the future. The following table illustrates the sensitivity to a hypothetical change in the fair value of the financial instruments assuming a 10% decrease in interest rates and a 10% strengthening in exchange rates against the U.S. dollar. (In millions) Manufacturing group Foreign exchange rate risk Debt Foreign currency exchange contracts Interest rate risk Debt Finance group Interest rate risk 2014 2013 Carrying Value* Fair Value* Sensitivity of Fair Value to a 10% Change Carrying Value* Fair Value* Sensitivity of Fair Value to a 10% Change $ $ (236) (11) (247) $ $ (277) (11) (288) $ $ (28) 52 24 $ $ (249) (12) (261) $ $ (275) (12) (287) $ $ (27) 33 6 $ (2,742) $ (2,944) $ (21) $ (1,854) $ (2,027) $ (13) Finance receivables Debt, including intergroup $ 1,039 (1,063) $ 1,056 (1,051) $ 20 9 $ 1,296 (1,256) $ 1,356 (1,244) $ 24 (4) * The value represents an asset or (liability). 36 Textron Inc. Annual Report • 2014 Item 8. Financial Statements and Supplementary Data Our Consolidated Financial Statements and the related reports of our independent registered public accounting firm thereon are included in this Annual Report on Form 10-K on the pages indicated below: Report of Management Reports of Independent Registered Public Accounting Firm Consolidated Statements of Operations for each of the years in the three-year period ended January 3, 2015 Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended January 3, 2015 Consolidated Balance Sheets as of January 3, 2015 and December 28, 2013 Consolidated Statements of Shareholders’ Equity for each of the years in the three-year period ended January 3, 2015 Consolidated Statements of Cash Flows for each of the years in the three-year period ended January 3, 2015 Notes to the Consolidated Financial Statements Summary of Significant Accounting Policies Business Acquisitions, Goodwill and Intangible Assets Accounts Receivable and Finance Receivables Inventories Property, Plant and Equipment, Net Accrued Liabilities Debt and Credit Facilities Derivative Instruments and Fair Value Measurements Shareholders’ Equity Share-Based Compensation Note 1. Note 2. Note 3. Note 4. Note 5. Note 6. Note 7. Note 8. Note 9. Note 10. Note 11. Retirement Plans Note 12. Note 13. Contingencies and Commitments Note 14. Note 15. Supplemental Cash Flow Information Segment and Geographic Data Income Taxes Supplementary Information: Quarterly Data for 2014 and 2013 (Unaudited) Schedule II – Valuation and Qualifying Accounts Page 38 39 41 42 43 44 45 47 52 54 56 56 57 57 58 59 62 64 68 71 71 72 74 75 All other schedules are omitted either because they are not applicable or not required or because the required information is included in the financial statements or notes thereto. Textron Inc. Annual Report • 2014 37 Report of Management Management is responsible for the integrity and objectivity of the financial data presented in this Annual Report on Form 10-K. The Consolidated Financial Statements have been prepared in conformity with U.S. generally accepted accounting principles and include amounts based on management’s best estimates and judgments. Management also is responsible for establishing and maintaining adequate internal control over financial reporting for Textron Inc. as such term is defined in Exchange Act Rules 13a- 15(f). With the participation of our management, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our evaluation under the framework in Internal Control – Integrated Framework, we have concluded that Textron Inc. maintained, in all material respects, effective internal control over financial reporting as of January 3, 2015. The independent registered public accounting firm, Ernst & Young LLP, has audited the Consolidated Financial Statements of Textron Inc. and has issued an attestation report on Textron’s internal controls over financial reporting as of January 3, 2015, as stated in its reports, which are included herein. We conduct our business in accordance with the standards outlined in the Textron Business Conduct Guidelines, which are communicated to all employees. Honesty, integrity and high ethical standards are the core values of how we conduct business. Every Textron business prepares and carries out an annual Compliance Plan to ensure these values and standards are maintained. Our internal control structure is designed to provide reasonable assurance, at appropriate cost, that assets are safeguarded and that transactions are properly executed and recorded. The internal control structure includes, among other things, established policies and procedures, an internal audit function, and the selection and training of qualified personnel. Textron’s management is responsible for implementing effective internal control systems and monitoring their effectiveness, as well as developing and executing an annual internal control plan. The Audit Committee of our Board of Directors, on behalf of the shareholders, oversees management’s financial reporting responsibilities. The Audit Committee consists of six directors who are not officers or employees of Textron and meets regularly with the independent auditors, management and our internal auditors to review matters relating to financial reporting, internal accounting controls and auditing. /s/ Scott C. Donnelly /s/ Frank T. Connor Scott C. Donnelly Chairman, President and Chief Executive Officer Frank T. Connor Executive Vice President and Chief Financial Officer February 25, 2015 38 Textron Inc. Annual Report • 2014 Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders of Textron Inc. We have audited Textron Inc.’s internal control over financial reporting as of January 3, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Textron Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Textron Inc. maintained, in all material respects, effective internal control over financial reporting as of January 3, 2015, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheets of Textron Inc. as of January 3, 2015 and December 28, 2013, and the related Consolidated Statements of Operations, Comprehensive Income, Shareholders’ Equity and Cash Flows for each of the three years in the period ended January 3, 2015 of Textron Inc. and our report dated February 25, 2015 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Boston, Massachusetts February 25, 2015 Textron Inc. Annual Report • 2014 39 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Textron Inc. We have audited the accompanying Consolidated Balance Sheets of Textron Inc. as of January 3, 2015 and December 28, 2013, and the related Consolidated Statements of Operations, Comprehensive Income, Shareholders’ Equity and Cash Flows for each of the three years in the period ended January 3, 2015. Our audits also included the financial statement schedule contained on page 75. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Textron Inc. at January 3, 2015 and December 28, 2013 and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 3, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Textron Inc.’s internal control over financial reporting as of January 3, 2015, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 25, 2015 expressed an unqualified opinion thereon. /s/ Ernst & Young LLP Boston, Massachusetts February 25, 2015 40 Textron Inc. Annual Report • 2014 Consolidated Statements of Operations For each of the years in the three-year period ended January 3, 2015 (In millions, except per share data) Revenues Manufacturing revenues Finance revenues Total revenues Costs and expenses Cost of sales Selling and administrative expense Interest expense Acquisition and restructuring costs Total costs and expenses Income from continuing operations before income taxes Income tax expense Income from continuing operations Income (loss) from discontinued operations, net of income taxes Net income Basic earnings per share Continuing operations Discontinued operations Basic earnings per share Diluted earnings per share Continuing operations Discontinued operations Diluted earnings per share See Notes to the Consolidated Financial Statements. 2014 2013 2012 $ 13,775 103 13,878 $ 11,972 132 12,104 $ 12,022 215 12,237 11,421 1,361 191 52 13,025 853 248 605 (5) 600 $ 10,131 1,126 173 — 11,430 674 176 498 — 498 $ $ 2.17 $ (0.02) — $ 2.15 $ 1.78 1.78 $ 2.15 $ (0.02) — $ 2.13 $ 1.75 1.75 10,019 1,165 212 — 11,396 841 260 581 8 589 $ $ 2.07 0.03 2.10 $ $ $ 1.97 0.03 2.00 Textron Inc. Annual Report • 2014 41 Consolidated Statements of Comprehensive Income For each of the years in the three-year period ended January 3, 2015 (In millions) Net income Other comprehensive income (loss), net of tax: Pension and postretirement benefits adjustments, net of reclassifications Foreign currency translation adjustments Deferred gains/losses on hedge contracts, net of reclassifications Other comprehensive income (loss) Comprehensive income See Notes to the Consolidated Financial Statements. 2014 600 $ 2013 498 $ 2012 589 $ (401) (75) (3) (479) 121 747 12 (16) 743 $ 1,241 $ (146) 2 (1) (145) 444 $ 42 Textron Inc. Annual Report • 2014 Consolidated Balance Sheets (In millions, except share data) Assets Manufacturing group Cash and equivalents Accounts receivable, net Inventories Other current assets Total current assets Property, plant and equipment, net Goodwill Other assets Total Manufacturing group assets Finance group Cash and equivalents Finance receivables, net Other assets Total Finance group assets Total assets Liabilities and shareholders’ equity Liabilities Manufacturing group Current portion of long-term debt Accounts payable Accrued liabilities Total current liabilities Other liabilities Long-term debt Total Manufacturing group liabilities Finance group Other liabilities Debt Total Finance group liabilities Total liabilities Shareholders’ equity Common stock (285.5 million and 282.1 million shares issued, respectively, and 276.6 million and 282.1 million shares outstanding, respectively) Capital surplus Treasury stock Retained earnings Accumulated other comprehensive loss Total shareholders’ equity Total liabilities and shareholders’ equity See Notes to the Consolidated Financial Statements. January 3, 2015 December 28, 2013 $ 731 1,035 3,928 579 6,273 2,497 2,027 2,279 13,076 91 1,238 200 1,529 $ 14,605 $ 1,163 979 2,963 467 5,572 2,215 1,735 1,697 11,219 48 1,493 184 1,725 $ 12,944 $ 8 1,014 2,616 3,638 2,587 2,803 9,028 242 1,063 1,305 10,333 $ 8 1,107 1,888 3,003 2,118 1,923 7,044 260 1,256 1,516 8,560 36 1,459 (340) 4,623 (1,506) 4,272 $ 14,605 35 1,331 — 4,045 (1,027) 4,384 $ 12,944 Textron Inc. Annual Report • 2014 43 Common Stock $ 35 Capital Surplus $ 1,081 $ (3) $ Treasury Stock Retained Earnings Accumulated Other Comprehensive Loss 3,257 589 (22) 3,824 498 (22) (255) 4,045 600 (22) $ (1,625) (145) (1,770) 743 (1,027) (479) Total Shareholders’ Equity $ 2,745 589 (145) (22) 96 (272) 2,991 498 743 (22) 99 — 75 — 4,384 600 (479) (22) 135 (340) (6) $ 4,272 96 35 1,177 (272) (275) 2 (2) 35 99 39 75 (59) 1,331 1 134 $ 36 (6) $ 1,459 (41) 316 — (340) $ (340) $ 4,623 $ (1,506) Consolidated Statements of Shareholders’ Equity (In millions, except per share data) Balance at December 31, 2011 Net income Other comprehensive loss Dividends declared ($0.08 per share) Share-based compensation activity Purchases of common stock Balance at December 29, 2012 Net income Other comprehensive income Dividends declared ($0.08 per share) Share-based compensation activity Purchases/conversions of convertible notes Settlement of capped call Retirement of treasury stock Balance at December 28, 2013 Net income Other comprehensive loss Dividends declared ($0.08 per share) Share-based compensation activity Purchases of common stock Other Balance at January 3, 2015 See Notes to the Consolidated Financial Statements. 44 Textron Inc. Annual Report • 2014 Consolidated Statements of Cash Flows For each of the years in the three-year period ended January 3, 2015 (In millions) Cash flows from operating activities Net income Less: Income (loss) from discontinued operations Income from continuing operations Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Non-cash items: Depreciation and amortization Deferred income taxes Other, net Changes in assets and liabilities: Accounts receivable, net Inventories Other assets Accounts payable Accrued and other liabilities Income taxes, net Pension, net Captive finance receivables, net Other operating activities, net Net cash provided by operating activities of continuing operations Net cash used in operating activities of discontinued operations Net cash provided by operating activities Cash flows from investing activities Net cash used in acquisitions Capital expenditures Finance receivables repaid Proceeds from sales of receivables and other finance assets Other investing activities, net Net cash provided by (used in) investing activities Cash flows from financing activities Proceeds from long-term debt Principal payments on long-term debt and nonrecourse debt Settlement of convertible notes Proceeds from settlement of capped call Purchases of Textron common stock Proceeds from exercise of stock options Dividends paid Other financing activities, net Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and equivalents Net increase (decrease) in cash and equivalents Cash and equivalents at beginning of year Cash and equivalents at end of year See Notes to the Consolidated Financial Statements. Consolidated 2014 2013 2012 $ $ 600 (5) 605 $ 498 — 498 589 8 581 459 (19) 100 56 (209) (33) (228) 311 (22) 46 150 (5) 1,211 (3) 1,208 (1,628) (429) 91 43 4 (1,919) 1,567 (904) — — (340) 50 (28) (10) 335 (13) (389) 1,211 822 $ 389 86 61 (118) (118) (42) 65 (182) (84) 17 237 4 813 (3) 810 (196) (444) 190 178 8 (264) 448 (1,056) (215) 75 — 31 (22) (3) (742) (6) (202) 1,413 1,211 $ $ 383 171 86 32 (316) 7 179 (96) 52 (240) 96 — 935 (8) 927 (11) (480) 599 249 21 378 106 (615) (2) — (272) 19 (17) — (781) 4 528 885 1,413 Textron Inc. Annual Report • 2014 45 Manufacturing Group 2014 2013 2012 Finance Group 2014 2013 2012 $ 585 $ (5) 590 470 $ — 470 542 $ 8 534 15 $ — 15 28 $ — 28 47 — 47 446 (7) 86 56 (168) (18) (228) 316 (17) 46 — — (5) 1,097 (3) 1,094 (1,628) (429) — — — (8) (2,065) 371 51 86 (118) (135) (41) 65 (171) (119) 21 175 (1) 4 658 (3) 655 (196) (444) — — — 16 (624) 358 102 97 32 (300) 21 179 (77) 148 (241) 345 (240) — 958 (8) 950 (11) (480) — — — 15 (476) 1,439 (559) — — (340) 50 (28) — — (10) 552 (13) (432) 1,163 — (189) (2) — (272) 19 (17) 490 — — 29 4 507 871 731 $ 1,163 $ 1,378 $ 150 (313) (215) 75 — 31 (22) 57 — (3) (240) (6) (215) 1,378 $ 13 (12) 14 — — (15) — (5) (5) — — — — 5 — 5 — — 456 (215) 43 (29) 255 128 (345) — — — — — — — — (217) — 43 48 91 $ 18 35 (25) — — — — (21) 35 (4) — — — 66 — 66 — — 675 (271) 178 42 624 298 (743) — — — — (175) (57) 1 (1) (677) — 13 35 48 $ 25 69 (11) — — (11) — (19) (96) 1 — — — 5 — 5 — — 1,004 (331) 249 12 934 106 (426) — — — — (345) (493) 240 — (918) — 21 14 35 Consolidated Statements of Cash Flows continued For each of the years in the three-year period ended January 3, 2015 (In millions) Cash flows from operating activities Net income Less: Income (loss) from discontinued operations Income from continuing operations Adjustments to reconcile income from continuing operations to net cash provided by operating activities: Non-cash items: Depreciation and amortization Deferred income taxes Other, net Changes in assets and liabilities: Accounts receivable, net Inventories Other assets Accounts payable Accrued and other liabilities Income taxes, net Pension, net Dividends received from Finance group Capital contributions paid to Finance group Other operating activities, net Net cash provided by operating activities of continuing operations Net cash used in operating activities of discontinued operations Net cash provided by operating activities Cash flows from investing activities Net cash used in acquisitions Capital expenditures Finance receivables repaid Finance receivables originated Proceeds from sales of receivables and other finance assets Other investing activities, net Net cash provided by (used in) investing activities Cash flows from financing activities Proceeds from long-term debt Principal payments on long-term and nonrecourse debt Settlement of convertible notes Proceeds from settlement of capped call Purchases of Textron common stock Proceeds from exercise of stock options Dividends paid Intergroup financing Capital contributions paid to Finance group Other financing activities, net Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and equivalents Net increase (decrease) in cash and equivalents Cash and equivalents at beginning of year Cash and equivalents at end of year See Notes to the Consolidated Financial Statements. 46 Textron Inc. Annual Report • 2014 Notes to the Consolidated Financial Statements Note 1. Summary of Significant Accounting Policies Principles of Consolidation and Financial Statement Presentation Our Consolidated Financial Statements include the accounts of Textron Inc. 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 year ended January 3, 2015 do not reflect a full year of Beechcraft operations. Our financings are conducted through two separate borrowing groups. The Manufacturing group consists of Textron Inc. consolidated with its majority-owned subsidiaries that operate in the Bell, Textron Systems, Industrial segments and the Textron Aviation segment, which includes the legacy Cessna segment and the 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. Our Finance group provides captive financing for retail purchases and leases for new and pre-owned aircraft manufactured by our Manufacturing group. In the Consolidated Statements of Cash Flows, cash received from customers or from the sale of receivables is reflected as operating activities when received from third parties. However, in the cash flow information provided for the separate borrowing groups, cash flows related to captive financing activities are reflected based on the operations of each group. For example, when product is sold by our Manufacturing group to a customer and is financed by the Finance group, the origination of the finance receivable is recorded within investing activities as a cash outflow in the Finance group’s statement of cash flows. Meanwhile, in the Manufacturing group’s statement of cash flows, the cash received from the Finance group on the customer’s behalf is recorded within operating cash flows as a cash inflow. Although cash is transferred between the two borrowing groups, there is no cash transaction reported in the consolidated cash flows at the time of the original financing. These captive financing activities, along with all significant intercompany transactions, are reclassified or eliminated in consolidation. Collaborative Arrangements Our Bell segment has a strategic alliance agreement with The Boeing Company (Boeing) to provide engineering, development and test services related to the V-22 aircraft, as well as to produce the V-22 aircraft, under a number of separate contracts with the U.S. Government (V-22 Contracts). The alliance created by this agreement is not a legal entity and has no employees, no assets and no true operations. This agreement creates contractual rights and does not represent an entity in which we have an equity interest. We account for this alliance as a collaborative arrangement with Bell and Boeing reporting costs incurred and revenues generated from transactions with the U.S. Government in each company’s respective income statement. Neither Bell nor Boeing is considered to be the principal participant for the transactions recorded under this agreement. Profits on cost-plus contracts are allocated between Bell and Boeing on a 50%-50% basis. Negotiated profits on fixed-price contracts are also allocated 50%-50%; however, Bell and Boeing are each responsible for their own cost overruns and are entitled to retain any cost underruns. Based on the contractual arrangement established under the alliance, Bell accounts for its rights and obligations under the specific requirements of the V-22 Contracts allocated to Bell under the work breakdown structure. We account for all of our rights and obligations, including warranty, product and any contingent liabilities, under the specific requirements of the V-22 Contracts allocated to us under the agreement. Revenues and cost of sales reflect our performance under the V-22 Contracts with revenues recognized using the units-of-delivery method. We include all assets used in performance of the V-22 Contracts that we own, including inventory and unpaid receivables and all liabilities arising from our obligations under the V-22 Contracts in our Consolidated Balance Sheets. 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, 2013 and 2012, 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 2014, 2013 and 2012 by $95 million, $29 million and $15 million, respectively, ($60 million, Textron Inc. Annual Report • 2014 47 $18 million and $9 million after tax, or $0.21, $0.06 and $0.03 per diluted share, respectively). For 2014, 2013 and 2012, the gross favorable program profit adjustments totaled $132 million, $51 million and $88 million, respectively. For 2014, 2013 and 2012, the gross unfavorable program profit adjustments totaled $37 million, $22 million and $73 million, respectively. The increase in net program profit adjustments in 2014, compared with 2013, is largely driven by the Bell segment related to the impact of cost reduction activities in 2014 as well as unfavorable performance in 2013 related to manufacturing inefficiencies. In addition, gross favorable program profit adjustments in 2014 included $16 million related to the settlement of the System Development and Demonstration phase of the Armed Reconnaissance Helicopter (ARH) program which was terminated in October 2008. Revenue Recognition We generally recognize revenue for the sale of products, which are not under long-term contracts, upon delivery. For commercial aircraft, delivery is upon completion of manufacturing, customer acceptance, and the transfer of the risk and rewards of ownership. Taxes collected from customers and remitted to government authorities are recorded on a net basis. When a sale arrangement involves multiple deliverables, such as sales of products that include customization and other services, we evaluate the arrangement to determine whether there are separate items that are required to be delivered under the arrangement that qualify as separate units of accounting. These arrangements typically involve the customization services we offer to customers who purchase Bell helicopters, and the services generally are provided within the first six months after the customer accepts the aircraft and assumes risk of loss. We consider the aircraft and the customization services to be separate units of accounting and allocate contract price between the two on a relative selling price basis using the best evidence of selling price for each of the arrangement deliverables, typically by reference to the price charged when the same or similar items are sold separately by us, taking into consideration any performance, cancellation, termination or refund-type provisions. We recognize revenue when the recognition criteria for each unit of accounting are met. Long-Term Contracts — Revenues under long-term contracts are accounted for under the percentage-of-completion method of accounting. Under this method, we estimate profit as the difference between the total estimated revenues and cost of a contract. We then recognize that estimated profit over the contract term based on either the units-of-delivery method or the cost-to-cost method (which typically is used for development effort as costs are incurred), as appropriate under the circumstances. Revenues under fixed-price contracts generally are recorded using the units-of-delivery method. Revenues under cost-reimbursement contracts are recorded using the cost-to-cost method. Long-term contract profits are based on estimates of total contract cost and revenues utilizing current contract specifications, expected engineering requirements, the achievement of contract milestones and product deliveries. Certain contracts are awarded with fixed-price incentive fees that also are considered when estimating revenues and profit rates. Contract costs typically are incurred over a period of several years, and the estimation of these costs requires substantial judgment. Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals. We update our projections of costs at least semiannually or when circumstances significantly change. When adjustments are required, any changes from prior estimates are recognized using the cumulative catch-up method with the impact of the change from inception-to-date recorded in the current period. Anticipated losses on contracts are recognized in full in the period in which the losses become probable and estimable. Finance Revenues — Finance revenues primarily include interest on finance receivables, capital lease earnings and portfolio gains/losses. Portfolio gains/losses include impairment charges related to repossessed assets and properties and gains/losses on the sale or early termination of finance assets. We recognize interest using the interest method, which provides a constant rate of return over the terms of the receivables. Accrual of interest income is suspended if credit quality indicators suggest full collection of principal and interest is doubtful. In addition, we automatically suspend the accrual of interest income for accounts that are contractually delinquent by more than three months unless collection is not doubtful. Cash payments on nonaccrual accounts, including finance charges, generally are applied 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. Cash and Equivalents Cash and equivalents consist of cash and short-term, highly liquid investments with original maturities of three months or less. Inventories Inventories are stated at the lower of cost or estimated net realizable value. We value our inventories generally using the first-in, first-out (FIFO) method or the last-in, first-out (LIFO) method for certain qualifying inventories where LIFO provides a better matching of costs and revenues. We determine costs for our commercial helicopters on an average cost basis by model considering the expended and estimated costs for the current production release. Inventoried costs related to long-term contracts are stated at 48 Textron Inc. Annual Report • 2014 actual production costs, including allocable operating overhead, advances to suppliers, and, in the case of contracts with the U.S. Government, allocable research and development and general and administrative expenses. Since our inventoried costs include amounts related to contracts with long production cycles, a portion of these costs is not expected to be realized within one year. Pursuant to contract provisions, agencies of the U.S. Government have title to, or security interest in, inventories related to such contracts as a result of advances, performance-based payments and progress payments. Such advances and payments are reflected as an offset against the related inventory balances. Customer deposits are recorded against inventory when the right of offset exists. All other customer deposits are recorded in accrued liabilities. Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated primarily using the straight-line method. We capitalize expenditures for improvements that increase asset values and extend useful lives. Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying value of the asset exceeds the sum of the undiscounted expected future cash flows, the asset generally is written down to fair value. Goodwill and Intangible Assets For our business acquisitions, we estimate the fair value of intangible assets primarily using discounted cash flow analysis of anticipated cash flows reflecting incremental revenues and/or cost savings resulting from the acquired intangible asset using market participant assumptions. Goodwill represents the excess of cost over the fair values assigned to intangible and other net assets of the acquired businesses. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. We evaluate the recoverability of these assets in the fourth quarter of each year or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate a potential impairment. For our annual impairment test, we calculate the fair value of each reporting unit and indefinite-lived intangible asset primarily using discounted cash flows. A reporting unit represents the operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment, in which case such component is the reporting unit. In certain instances, we have aggregated components of an operating segment into a single reporting unit based on similar economic characteristics. For the goodwill impairment test, the discounted cash flows incorporate assumptions for revenue growth, operating margins and discount rates that represent our best estimates of current and forecasted market conditions, cost structure, anticipated net cost reductions, and the implied rate of return that we believe a market participant would require for an investment in a business having similar risks and characteristics to the reporting unit being assessed. If the reporting unit’s estimated fair value exceeds its carrying value, there is no impairment. Otherwise, the amount of the impairment is determined by comparing the carrying amount of the reporting unit’s goodwill to the implied fair value of that goodwill. The implied fair value of goodwill is determined by assigning a fair value to all of the reporting unit’s assets and liabilities as if the reporting unit had been acquired in a business combination. If the carrying amount of the goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. Acquired intangible assets with finite lives are subject to amortization. These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Amortization of intangible assets with finite lives is recognized over their estimated useful lives using a method of amortization that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized. Approximately 76% of our gross intangible assets are amortized based on the cash flow streams used to value the assets, with the remaining assets amortized using the straight-line method. Finance Receivables Finance receivables primarily include loans provided to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters. Finance receivables are generally recorded at the amount of outstanding principal less allowance for losses. We maintain an 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 Textron Inc. Annual Report • 2014 49 individual account, critical factors included in this analysis include 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. This 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. Repossessed assets are recorded at their fair value, less estimated cost to sell. Pension and Postretirement Benefit Obligations We maintain various pension and postretirement plans for our employees globally. These plans include significant pension and postretirement benefit obligations, which are calculated based on actuarial valuations. Key assumptions used in determining these obligations and related expenses include expected long-term rates of return on plan assets, discount rates and healthcare cost projections. We evaluate and update these assumptions annually in consultation with third-party actuaries and investment advisors. We also make assumptions regarding employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increases. We recognize the overfunded or underfunded status of our pension and postretirement plans in the Consolidated Balance Sheets and recognize changes in the funded status of our defined benefit plans in comprehensive income in the year in which they occur. Actuarial gains and losses that are not immediately recognized as net periodic pension cost are recognized as a component of other comprehensive income (loss) (OCI) and are amortized into net periodic pension cost in future periods. Derivatives and Hedging Activities We are exposed to market risk primarily from changes in currency exchange rates and interest rates. We do not hold or issue derivative financial instruments for trading or speculative purposes. To manage the volatility relating to our exposures, we net these exposures on a consolidated basis to take advantage of natural offsets. For the residual portion, we enter into various derivative transactions pursuant to our policies in areas such as counterparty exposure and hedging practices. Credit risk related to derivative financial instruments is considered minimal and is managed by requiring high credit standards for counterparties and through periodic settlements of positions. All derivative instruments are reported at fair value in the Consolidated Balance Sheets. Designation to support hedge accounting is performed on a specific exposure basis. For financial instruments qualifying as fair value hedges, we record changes in fair value in earnings, offset, in part or in whole, by corresponding changes in the fair value of the underlying exposures being hedged. For cash flow hedges, we record changes in the fair value of derivatives (to the extent they are effective as hedges) in OCI, net of deferred taxes. Changes in fair value of derivatives not qualifying as hedges are recorded in earnings. Foreign currency denominated assets and liabilities are translated into U.S. dollars. Adjustments from currency rate changes are recorded in the cumulative translation adjustment account in shareholders’ equity until the related foreign entity is sold or substantially liquidated. We use foreign currency financing transactions to effectively hedge long-term investments in foreign operations with the same corresponding currency. Foreign currency gains and losses on the hedge of the long-term investments are recorded in the cumulative translation adjustment account. Product Liabilities We accrue for product liability claims and related defense costs when a loss is probable and reasonably estimable. Our estimates are generally based on the specifics of each claim or incident and our best estimate of the probable loss using historical experience. Environmental Liabilities and Asset Retirement Obligations Liabilities for environmental matters are recorded on a site-by-site basis when it is probable that an obligation has been incurred and the cost can be reasonably estimated. We estimate our accrued environmental liabilities using currently available facts, existing technology, and presently enacted laws and regulations, all of which are subject to a number of factors and uncertainties. Our environmental liabilities are not discounted and do not take into consideration possible future insurance proceeds or significant amounts from claims against other third parties. We have incurred asset retirement obligations primarily related to costs to remove and dispose of underground storage tanks and asbestos materials used in insulation, adhesive fillers and floor tiles. There is no legal requirement to remove these items, and there currently is no plan to remodel the related facilities or otherwise cause the impacted items to require disposal. Since these asset retirement obligations are not estimable, there is no related liability recorded in the Consolidated Balance Sheets. 50 Textron Inc. Annual Report • 2014 Warranty and Product Maintenance Liabilities We provide limited warranty and product maintenance programs, including parts and labor, for certain products for periods ranging from one to five years. We estimate the costs that may be incurred under warranty programs and record a liability in the amount of such costs at the time product revenues are recognized. Factors that affect this liability include the number of products sold, historical costs per claim, contractual recoveries from vendors and historical and anticipated rates of warranty claims, including production and warranty patterns for new models. We assess the adequacy of our recorded warranty and product maintenance liabilities periodically and adjust the amounts as necessary. Additionally, we may establish warranty liabilities related to the issuance of aircraft service bulletins for aircraft no longer covered under the limited warranty programs. Research and Development Costs Our customer-funded research and development costs are charged directly to the related contracts, which primarily consist of U.S. Government contracts. In accordance with government regulations, we recover a portion of company-funded research and development costs through overhead rate charges on our U.S. Government contracts. Research and development costs that are not reimbursable under a contract with the U.S. Government or another customer are charged to expense as incurred. Company- funded research and development costs were $694 million, $651 million, and $584 million in 2014, 2013 and 2012, respectively, and are included in cost of sales. Income Taxes Deferred income tax balances reflect the effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and their tax bases, as well as from net operating losses and tax credit carryforwards, and are stated at enacted tax rates in effect for the year taxes are expected to be paid or recovered. Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years. We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including the future reversal of existing taxable temporary differences, taxable income in carryback years, available tax planning strategies and estimated future taxable income. We recognize net tax-related interest and penalties for continuing operations in income tax expense. New Accounting Pronouncements In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2014-09, “Revenue from Contracts with Customers,” that outlines a comprehensive five-step revenue recognition model based on the principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption. This ASU is effective for our company at the beginning of fiscal 2017; early adoption is not permitted. We are currently evaluating the new guidance to determine the impact it is expected to have on our consolidated financial statements, along with the transition method we expect to utilize. Textron Inc. Annual Report • 2014 51 Note 2. Business Acquisitions, Goodwill and Intangible Assets 2014 Beechcraft Acquisition 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. The acquisition of Beechcraft and the formation of the 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. 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. 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. As of January 3, 2015, the valuation process is substantially complete, however, due to the size and breadth of this acquisition, additional time is necessary to complete the valuation of certain liabilities and the related income tax impact. We will finalize the purchase accounting within the one-year measurement period allowed under generally accepted accounting principles. Our allocation of the purchase price as of January 3, 2015 is presented below. (In millions) Accounts receivable Inventories Other current assets Property, plant and equipment Intangible assets Goodwill Other assets Accounts payable Accrued liabilities Other liabilities Total net assets acquired $ 129 775 175 261 581 228 172 (143) (294) (406) $ 1,478 Goodwill of $228 million was primarily related to expected synergies from combining operations and the value of the existing workforce. Intangible assets of $581 million included unpatented technology related to original equipment manufactured parts and designs and customer relationships valued at $373 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 $17 million to $31 million annually. Substantially all of the trade names have an indefinite life and therefore are not subject to amortization. We acquired tax-deductible goodwill of approximately $260 million in this transaction. 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. During 2014, we recorded charges of $41 million related to these restructuring activities that were included in the Acquisition and restructuring costs line on the Consolidated Statements of Operations. In addition, we incurred transaction costs of $11 million in 2014 related to the acquisition that were also included in the Acquisition and restructuring costs line. We expect to incur additional restructuring costs in 2015, but do not expect these costs to be material. Other Acquisitions During 2014, we made aggregate cash payments of $149 million for seven acquisitions within our Industrial and Systems Segments, including Tug Technologies Corporation, a manufacturer of ground support equipment in the aviation industry. We made aggregate cash payments of $196 million in 2013 for acquisitions of four businesses within our Textron Systems and Industrial segments and two service centers in our Textron Aviation segment. Actual and Pro-Forma Impact from 2014 Acquisitions The operating results for the 2014 acquisitions are included in the Consolidated Statement of Operations since their respective closing dates. From the closing dates through January 3, 2015, revenues related to these acquisitions totaled $1.6 billion. The cost structures of the Beechcraft and Cessna businesses have been significantly integrated since the acquisition of Beechcraft; therefore, it is not possible to separately report earnings for this acquisition. The earnings related to the other 2014 acquisitions were not significant for this period. 52 Textron Inc. Annual Report • 2014 The unaudited supplemental pro-forma data included in the table below presents consolidated information as if our 2014 acquisitions had been completed on December 30, 2012. This pro-forma information should not be considered indicative of the results that would have occurred if the acquisitions and related financing had been consummated on December 30, 2012, nor are they necessarily indicative of future results as they do not reflect the potential realization of cost savings and synergies associated with the acquisitions. (In millions, except per share amounts) Revenues Income from continuing operations, net of income taxes Diluted earnings per share from continuing operations $ $ 2014 14,240 689 2.45 2013 $ 13,956 482 $ 1.69 Certain pro-forma adjustments were made to reflect the allocation of the preliminary purchase price to the acquired net assets, which included depreciation and intangible amortization expense resulting from the valuation of tangible and intangible assets, amortization of inventory fair value step-up adjustments and the related tax effects. The pro-forma results for 2013 were also adjusted to include transaction and restructuring costs of $52 million, related to the Beechcraft acquisition; these costs were excluded from the 2014 pro-forma results. In addition, the pro-forma results exclude the financial impact related to Beechcraft’s emergence from bankruptcy in 2013. Goodwill The changes in the carrying amount of goodwill by segment are as follows: (In millions) Balance at December 29, 2012 Acquisitions Foreign currency translation Balance at December 28, 2013 Acquisitions Foreign currency translation Balance at January 3, 2015 Intangible Assets Our Intangible assets are summarized below: Textron Aviation $ $ 326 — — 326 228 — 554 $ $ Bell 31 — — 31 — — 31 Textron Systems $ 974 52 — 1,026 35 (4) $ 1,057 Industrial $ 318 30 4 352 50 (17) 385 Total $ 1,649 82 4 1,735 313 (21) $ 2,027 $ (Dollars in millions) Patents and technology Customer relationships and contractual agreements Trade names and trademarks Other Total Weighted-Average Amortization Period (in years) 15 15 16 9 January 3, 2015 December 28, 2013 Gross Carrying Amount $ 513 Accumulated Amortization $ (92) Net $ 421 Gross Carrying Amount $ 142 Accumulated Amortization $ (63) Net $ 79 364 263 23 (192) (28) (18) 172 235 5 331 49 23 (165) (24) (17) $ 1,163 $ (330) $ 833 $ 545 $ (269) $ 166 25 6 276 Trade names and trademarks in the table above include $204 million of indefinite-lived intangible assets at January 3, 2015. There were no indefinite-lived intangible assets at December 28, 2013. Amortization expense totaled $62 million, $37 million and $40 million in 2014, 2013 and 2012, respectively. Amortization expense is estimated to be approximately $61 million, $62 million, $62 million, $59 million and $57 million in 2015, 2016, 2017, 2018 and 2019, respectively. Textron Inc. Annual Report • 2014 53 Note 3. Accounts Receivable and Finance Receivables Accounts Receivable Accounts receivable is composed of the following: (In millions) Commercial U.S. Government contracts Allowance for doubtful accounts Total $ January 3, 2015 765 300 1,065 (30) $ 1,035 $ December 28, 2013 654 347 1,001 (22) 979 $ 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 $151 million at January 3, 2015 and $163 million at December 28, 2013. Finance Receivables Finance receivables are presented in the following table. (In millions) Finance receivables Allowance for losses Total finance receivables, net January 3, 2015 $ 1,289 (51) $ 1,238 December 28, 2013 $ 1,548 (55) $ 1,493 Finance receivables primarily includes loans provided to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters. These agreements typically have initial terms ranging from five to ten years and amortization terms ranging from eight to fifteen years. The average balance of loans was $1 million at January 3, 2015. Loans generally require the customer to pay a significant down payment, along with periodic scheduled principal payments that reduce the outstanding balance through the term of the loan. Finance receivables also includes held for sale receivables of $35 million and $65 million at January 3, 2015 and December 28, 2013, respectively. These finance receivables held for sale are recorded at fair value and are not included in the portfolio quality tables below. Our finance receivables are diversified across geographic region and borrower industry. At January 3, 2015, 37% of our finance receivables were distributed throughout the U.S. compared with 41% at the end of 2013. At January 3, 2015 and December 28, 2013, finance receivables included $113 million and $200 million, respectively, of receivables that have been legally sold to a special purpose entity (SPE), which is a consolidated subsidiary of TFC. The assets of the SPE are pledged as collateral for its debt, which is reflected as securitized on-balance sheet debt in Note 7. Third-party investors have no legal recourse to TFC beyond the credit enhancement provided by the assets of the SPE. In addition, at the end of 2014 and 2013, finance receivables of $565 million and $610 million, respectively, have been pledged as collateral for our debt. 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. 54 Textron Inc. Annual Report • 2014 Finance receivables categorized based on the credit quality indicators discussed above are summarized as follows: (In millions) Performing Watchlist Nonaccrual Total Nonaccrual as a percentage of finance receivables January 3, 2015 $ 1,062 111 81 $ 1,254 6.46% December 28, 2013 $ 1,285 93 105 $ 1,483 7.08% We measure delinquency based on the contractual payment terms of our finance receivables. 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) Less than 31 days past due 31-60 days past due 61-90 days past due Over 90 days past due Total 60+ days contractual delinquency as a percentage of finance receivables January 3, 2015 $ 1,080 117 28 29 $ 1,254 4.55% December 28, 2013 $ 1,295 108 37 43 $ 1,483 5.39% 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 2014 or 2013. A summary of impaired finance receivables and the average recorded investment is provided below: (In millions) Recorded investment: Impaired loans with related allowance for credit losses Impaired loans with no related allowance for credit losses Total Unpaid principal balance Allowance for losses on impaired loans Average recorded investment January 3, 2015 December 28, 2013 $ $ $ $ $ $ 68 42 110 115 20 115 59 78 137 141 14 155 Textron Inc. Annual Report • 2014 55 Allowance for Losses A rollforward of the allowance for losses on finance receivables and a summary of its composition, based on how the underlying finance receivables are evaluated for impairment, is provided below. The finance receivables reported in this table specifically exclude $121 million and $120 million of leveraged leases at January 3, 2015 and December 28, 2013, respectively, in accordance with generally accepted accounting principles. (In millions) Balance at the beginning of year Provision for losses Charge-offs Recoveries Transfers Balance at the end of year Allowance based on collective evaluation Allowance based on individual evaluation Finance receivables evaluated collectively Finance receivables evaluated individually Note 4. Inventories Inventories are composed of the following: (In millions) Finished goods Work in process Raw materials and components Progress/milestone payments Total January 3, 2015 $ 55 6 (17) 7 — $ 51 31 20 1,023 110 December 28, 2013 $ 84 (23) (17) 12 (1) $ 55 41 14 1,226 137 January 3, 2015 $ 1,582 2,683 546 4,811 (883) $ 3,928 December 28, 2013 $ 1,276 2,477 407 4,160 (1,197) $ 2,963 Inventories valued by the LIFO method totaled $1.4 billion and $1.3 billion at January 3, 2015 and December 28, 2013, respectively, and the carrying values of these inventories would have been higher by approximately $468 million and $461 million, respectively, had our LIFO inventories been valued at current costs. Inventories related to long-term contracts, net of progress/milestone payments, were $447 million and $359 million at January 3, 2015 and December 28, 2013, respectively. Note 5. Property, Plant and Equipment, Net Our Manufacturing group’s property, plant and equipment, net are composed of the following: (Dollars in millions) Land and buildings Machinery and equipment Accumulated depreciation and amortization Total Useful Lives (in years) 3 - 40 1 - 20 January 3, 2015 $ 1,818 4,364 6,182 (3,685) $ 2,497 December 28, 2013 $ 1,636 4,042 5,678 (3,463) $ 2,215 At January 3, 2015 and December 28, 2013, assets under capital leases totaled $279 million and $247 million and had accumulated amortization of $68 million and $56 million, respectively. The Manufacturing group’s depreciation expense, which included amortization expense on capital leases, totaled $379 million, $335 million and $315 million in 2014, 2013 and 2012, respectively. 56 Textron Inc. Annual Report • 2014 Note 6. Accrued Liabilities The accrued liabilities of our Manufacturing group are summarized below: (In millions) Customer deposits Salaries, wages and employer taxes Current portion of warranty and product maintenance contracts Retirement plans Other Total Changes in our warranty and product maintenance contract liability are as follows: January 3, 2015 $ 1,412 332 169 73 630 $ 2,616 $ December 28, 2013 888 246 142 74 538 $ 1,888 (In millions) Accrual at the beginning of period Provision Settlements Acquisitions Adjustments* Accrual at the end of period * Adjustments include changes to prior year estimates, new issues on prior year sales and currency translation adjustments. 2013 222 299 (293) — (5) 223 2014 223 334 (323) 67 (20) 281 $ $ $ $ $ $ 2012 224 255 (250) — (7) 222 Note 7. Debt and Credit Facilities Our debt is summarized in the table below: (In millions) Manufacturing group Long-term senior debt: 6.20% due 2015 4.625% due 2016 Variable-rate note due 2016 (average rate of 1.48% and 1.54%, respectively) 5.60% due 2017 7.25% due 2019 Variable-rate note due 2018-2019 (average rate of 1.67%) 6.625% due 2020 5.95% due 2021 3.65% due 2021 4.30% due 2024 3.875% due 2025 Other (weighted-average rate of 1.32% and 1.57%, respectively) Total Manufacturing group debt Less: current portion of long-term debt Total long-term debt Finance group Fixed-rate note due 2014 (5.13%) Fixed-rate notes due 2014-2017* (weighted-average rate of 4.59%) Variable-rate notes due 2016 (weighted-average rate of 1.73% and 1.78%, respectively) Fixed-rate notes due 2017-2024* (weighted-average rate of 2.76% and 2.67%, respectively) Variable-rate notes due 2015-2024* (weighted-average rate of 1.18% and 1.19%, respectively) Securitized debt (weighted-average rate of 1.50%) 6% Fixed-to-Floating Rate Junior Subordinated Notes Fair value adjustments and unamortized discount Total Finance group debt * Notes amortize on a quarterly or semi-annual basis. January 3, 2015 December 28, 2013 $ — 250 150 350 250 300 234 250 250 350 350 77 $ 2,811 (8) $ 2,803 $ — 32 200 381 52 98 299 1 $ 1,063 $ 350 250 150 350 250 — 246 250 — — — 85 $ 1,931 (8) $ 1,923 $ 100 42 200 378 63 172 299 2 $ 1,256 Textron Inc. Annual Report • 2014 57 The following table shows required payments during the next five years on debt outstanding at January 3, 2015: (In millions) Manufacturing group Finance group Total 2015 8 128 136 $ $ 2016 408 302 710 $ $ 2017 358 96 454 $ $ 2018 82 70 152 $ $ 2019 480 54 534 $ $ Textron has a senior unsecured revolving credit facility that expires in October 2018 for an aggregate principal amount of $1.0 billion, of which up to $100 million is available for the issuance of letters of credit. At January 3, 2015, there were no amounts borrowed against the facility, and there were $35 million of letters of credit issued against it. 6% Fixed-to-Floating Rate Junior Subordinated Notes The Finance group’s $299 million of 6% Fixed-to-Floating Rate Junior Subordinated Notes are unsecured and rank junior to all of its existing and future senior debt. The notes mature on February 15, 2067; however, we have the right to redeem the notes at par on or after February 15, 2017 and are obligated to redeem the notes beginning on February 15, 2042. Interest on the notes is fixed at 6% until February 15, 2017 and floats at the three-month London Interbank Offered Rate + 1.735% thereafter. Support Agreement Under a Support Agreement, Textron Inc. is required to ensure that TFC maintains fixed charge coverage of no less than 125% and consolidated shareholder’s equity of no less than $200 million. Cash payments of $240 million were made to TFC in 2012 to maintain compliance with the fixed charge coverage ratio. Note 8. 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 January 3, 2015 and December 28, 2013, we had foreign currency exchange contracts with notional amounts upon which the contracts were based of $696 million and $636 million, respectively. At January 3, 2015, the fair value amounts of our foreign currency exchange contracts were a $16 million asset and a $26 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 January 3, 2015, we had a net deferred loss of $13 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, were not significant in the periods presented. 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 58 Textron Inc. Annual Report • 2014 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, were not significant in the periods presented. Assets Recorded at Fair Value on a Nonrecurring Basis During the years ended January 3, 2015 and December 28, 2013, the Finance group’s impaired nonaccrual finance receivable of $49 million and $45 million, respectively, were measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). 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 totaling $18 million and $7 million for 2014 and 2013, respectively. 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: (In millions) Manufacturing group Long-term debt, excluding leases Finance group Finance receivables, excluding leases Debt January 3, 2015 December 28, 2013 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value $ (2,742) $ (2,944) $ (1,854) $ (2,027) 1,004 (1,063) 1,021 (1,051) 1,231 (1,256) 1,290 (1,244) Fair value for the Manufacturing group debt is determined using market observable data for similar transactions (Level 2). At January 3, 2015 and December 28, 2013, approximately 75% and 70%, respectively, of the fair value of term debt for the Finance group was determined based on discounted cash flow analyses using observable market inputs from debt with similar duration, subordination and credit default expectations (Level 2). The remaining Finance group debt was determined based on observable market transactions (Level 1). 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 9. Shareholders’ Equity Capital Stock We have authorization for 15 million shares of preferred stock with a par value of $0.01 and 500 million shares of common stock with a par value of $0.125. Outstanding common stock activity for the three years ended January 3, 2015 is presented below: (In thousands) Beginning balance Exercise of stock options Issued to Textron Savings Plan Stock repurchases Exercise of warrants Issued upon vesting of restricted stock units Ending balance 2014 282,059 1,910 1,490 (8,921) — 44 276,582 2013 271,263 1,333 1,921 — 7,435 107 282,059 2012 278,873 1,159 2,159 (11,103) — 175 271,263 Earnings per Share In February 2014, we entered into an Accelerated Share Repurchase agreement (ASR) with a counterparty and repurchased 4.3 million shares of our outstanding common stock. The initial delivery of shares under the ASR resulted in an immediate reduction of the outstanding shares used to calculate the weighted average common shares for basic and diluted earnings per share. We settled the ASR in December 2014 for a final purchase price of $167 million. Textron Inc. Annual Report • 2014 59 We calculate basic and diluted earnings per share (EPS) based on net income, which approximates income available to common shareholders for each period. Basic EPS is calculated using the two-class method, which includes the weighted-average number of common shares outstanding during the period and restricted stock units to be paid in stock that are deemed participating securities as they provide nonforfeitable rights to dividends. Diluted EPS considers the dilutive effect of all potential future common stock, including stock options and, prior to the maturity of our convertible notes on May 1, 2013, the shares that could have been issued upon the conversion of the notes and upon the exercise of the related warrants. The weighted-average shares outstanding for basic and diluted EPS are as follows: (In thousands) Basic weighted-average shares outstanding Dilutive effect of: Stock options ASR Convertible notes and warrants Diluted weighted-average shares outstanding 2014 279,409 2013 279,299 2012 280,182 2,049 332 — 281,790 328 — 4,801 284,428 428 — 14,053 294,663 In 2014, 2013 and 2012, stock options to purchase 2 million, 5 million and 7 million shares, respectively, of common stock outstanding are excluded from our calculation of diluted weighted-average shares outstanding as their effect would have been anti- dilutive. Accumulated Other Comprehensive Loss The components of Accumulated Other Comprehensive Loss are presented below: Pension and Postretirement Benefits Adjustments $ (1,857) 626 121 747 (1,110) (471) 70 (401) $ (1,511) $ Deferred Gains/Losses on Hedge Contracts $ Foreign Currency Translation Adjustments $ 81 12 Accumulated Other Comprehensive Loss $ (1,770) 623 — 12 93 (75) — (75) 18 120 743 (1,027) (558) 79 (479) $ (1,506) $ 6 (15) (1) (16) (10) (12) 9 (3) (13) (In millions) Balance at December 29, 2012 Other comprehensive income before reclassifications Amounts reclassified from Accumulated other comprehensive loss Other comprehensive income (loss) Balance at December 28, 2013 Other comprehensive loss before reclassifications Amounts reclassified from Accumulated other comprehensive loss Other comprehensive loss Balance at January 3, 2015 60 Textron Inc. Annual Report • 2014 Other Comprehensive Income (Loss) The before and after-tax components of other comprehensive income (loss) are presented below: Pre-Tax Amount Tax (Expense) Benefit After-Tax Amount $ (482) $ $ $ (7) 209 4 (3) 1 (4) 206 (12) 9 (3) (75) (479) 74 (4) 11 (401) (16) 12 (4) (71) (685) 114 (8) 18 (610) $ (734) $ 252 (40) 4 (In millions) 2014 Pension and postretirement benefits adjustments: Unrealized losses Amortization of net actuarial loss* Amortization of prior service credit* Recognition of prior service cost Pension and postretirement benefits adjustments, net Deferred gains/losses on hedge contracts: Current deferrals Reclassification adjustments Deferred gains/losses on hedge contracts, net Foreign currency translation adjustments Total 2013 Pension and postretirement benefits adjustments: Unrealized gains Amortization of net actuarial loss* Amortization of prior service credit* Recognition of prior service cost Pension and postretirement benefits adjustments, net Deferred gains/losses on hedge contracts: Current deferrals Reclassification adjustments Deferred gains/losses on hedge contracts, net Foreign currency translation adjustments Total 2012 Pension and postretirement benefits adjustments: Unrealized losses Amortization of net actuarial loss* Amortization of prior service cost* Recognition of prior service cost Pension and postretirement benefits adjustments, net Deferred gains/losses on hedge contracts: 11 Current deferrals (12) Reclassification adjustments (1) Deferred gains/losses on hedge contracts, net 2 Foreign currency translation adjustments Total (145) *These components of other comprehensive income are included in the computation of net periodic pension cost. See Note 11 for additional information. $ 1,019 $ (410) (67) 1 (12) (488) $ 609 122 (1) 17 747 $ (417) 124 5 2 (286) $ 186 (43) (2) (1) 140 189 (2) 29 1,235 (20) (1) (21) 13 1,227 14 (15) (1) (6) (293) 81 3 1 (146) 5 — 5 (1) (484) (15) (1) (16) 12 743 (3) 3 — 8 148 $ $ $ $ $ $ $ (231) Textron Inc. Annual Report • 2014 61 Note 10. Share-Based Compensation Our 2007 Long-Term Incentive Plan (Plan) authorizes awards to our key employees in the form of options to purchase our shares, restricted stock, restricted stock units, stock appreciation rights, performance stock awards and other awards. A maximum of 12 million shares is authorized for issuance for all purposes under the Plan plus any shares that become available upon cancellation, forfeiture or expiration of awards granted under the 1999 Long-Term Incentive Plan. No more than 12 million shares may be awarded pursuant to incentive stock options, and no more than 3 million shares may be awarded pursuant to restricted stock units or other awards intended to be paid in shares. The Plan also authorizes performance share units to be paid in cash based upon the value of our common stock. Through our Deferred Income Plan for Textron Executives, we provide certain executives the opportunity to voluntarily defer up to 80% of their base salary, along with incentive and other compensation. Elective deferrals may be put into either a stock unit account or an interest-bearing account. Participants cannot move amounts between the two accounts while actively employed by us and cannot receive distributions until termination of employment. The intrinsic value of amounts paid under this deferred income plan totaled $3 million, $1 million and $1 million in 2014, 2013 and 2012, respectively. Share-based compensation costs are reflected primarily in selling and administrative expenses. Compensation expense included in net income for our share-based compensation plans is as follows: (In millions) Compensation expense Income tax benefit Total net compensation cost included in net income 2014 85 (32) 53 $ $ 2013 86 (32) 54 $ $ 2012 71 (26) 45 $ $ Compensation expense included approximately $21 million, $26 million and $23 million in 2014, 2013 and 2012, respectively, for a portion of the fair value of options issued and the portion of previously granted options for which the requisite service has been rendered. Compensation cost for awards subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. As of January 3, 2015, we had not recognized $54 million of total compensation costs associated with unvested awards subject only to service conditions. We expect to recognize compensation expense for these awards over a weighted-average period of approximately two years. Stock Options Options to purchase our shares have a maximum term of ten years and generally vest ratably over a three-year period. The stock option compensation cost calculated under the fair value approach is recognized over the vesting period of the stock options. 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. The expected term is based on historical option exercise data, which is adjusted to reflect any anticipated changes in expected behavior. The weighted-average fair value of options granted during the past three years and the assumptions used in our option-pricing model for such grants are as follows: Fair value of options at grant date Dividend yield Expected volatility Risk-free interest rate Expected term (in years) $ $ 2014 12.72 0.2% 34.5% 1.5% 5.0 $ 2013 9.69 0.3% 37.0% 0.9% 5.5 2012 10.19 0.3% 40.0% 0.9% 5.5 62 Textron Inc. Annual Report • 2014 The stock option activity during 2014 is provided below: (Options in thousands) Outstanding at beginning of year Granted Exercised Forfeited or expired Outstanding at end of year Exercisable at end of year Number of Options 9,018 1,838 (1,842) (377) 8,637 4,739 $ Weighted- Average Exercise Price 27.57 39.65 (26.07) (38.35) 29.99 27.22 $ $ At January 3, 2015, our outstanding options had an aggregate intrinsic value of $108 million and a weighted-average remaining contractual life of six years. Our exercisable options had an aggregate intrinsic value of $73 million and a weighted-average remaining contractual life of five years at January 3, 2015. The total intrinsic value of options exercised during 2014, 2013 and 2012 was $25 million, $10 million and $11 million, respectively. Restricted Stock Units We issue restricted stock units settled in both cash and stock (vesting one-third each in the third, fourth and fifth year following the year of the grant), which include the right to receive dividend equivalents. The fair value of these units is based on the trading price of our common stock and is recognized ratably over the vesting period. For units settled in stock, we use the trading price on the grant date, while units settled in cash are remeasured using the price at each reporting period date. Prior to 2012, we issued restricted stock units that vested in equal installments over five years. The 2014 activity for restricted stock units is provided below: Units Payable in Stock Units Payable in Cash (Shares/Units in thousands) Outstanding at beginning of year, nonvested Granted Vested Forfeited Outstanding at end of year, nonvested Number of Shares 780 217 (70) (21) 906 $ Weighted- Average Grant Date Fair Value 27.56 39.44 (25.69) (27.93) 30.59 $ Number of Units 2,025 433 (593) (199) 1,666 $ Weighted- Average Grant Date Fair Value 23.73 39.65 (16.54) (28.65) 29.84 $ The fair value of the restricted stock awards that vested and/or amounts paid under these awards is as follows: (In millions) Fair value of awards vested Cash paid $ 2014 25 23 $ 2013 26 23 $ 2012 35 25 Performance Share Units The fair value of share-based compensation awards accounted for as liabilities includes performance share units, which are paid in cash in the first quarter of the year following vesting. Payouts under performance share units vary based on certain performance criteria generally set for each year of a three-year performance period. The performance share units vest at the end of three years. The fair value of these awards is based on the trading price of our common stock and is remeasured at each reporting period date. The 2014 activity for our performance share units is as follows: (Units in thousands) Outstanding at beginning of year, nonvested Granted Vested Forfeited Outstanding at end of year, nonvested Number of Units 895 296 (468) (46) 677 Weighted- Average Grant Date Fair Value $ 28.08 39.70 (27.76) (28.19) 33.38 $ Textron Inc. Annual Report • 2014 63 The fair value of the performance share units that vested and/or amounts paid under these awards is as follows: (In millions) Fair value of awards vested Cash paid Note 11. Retirement Plans $ 2014 20 12 $ 2013 13 11 $ 2012 10 52 Our defined benefit and defined contribution plans cover substantially all of our employees. A significant number of our U.S.- based employees participate in the Textron Retirement Plan, which is designed to be a “floor-offset” arrangement with both a defined benefit component and a defined contribution component. The defined benefit component of the arrangement includes the Textron Master Retirement Plan (TMRP) and the Bell Helicopter Textron Master Retirement Plan (BHTMRP), and the defined contribution component is the Retirement Account Plan (RAP). The defined benefit component provides a minimum guaranteed benefit (or “floor” benefit). Under the RAP, participants are eligible to receive contributions from Textron of 2% of their eligible compensation but may not make contributions to the plan. Upon retirement, participants receive the greater of the floor benefit or the value of the RAP. Both the TMRP and the BHTMRP are subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Effective on January 1, 2010, the Textron Retirement Plan was closed to new participants, and employees hired after that date receive an additional 4% annual cash contribution to their Textron Savings Plan account based on their eligible compensation. We also have other funded and unfunded defined benefit pension plans that cover certain of our U.S. and foreign employees. In addition, several defined contribution plans are sponsored by our various businesses, of which the largest plan is the Textron Savings Plan, which is a qualified 401(k) plan subject to ERISA. Our defined contribution plans cost approximately $99 million, $93 million and $88 million in 2014, 2013 and 2012, respectively; these amounts include $16 million, $19 million and $21 million, respectively, in contributions to the RAP. We also provide postretirement benefits other than pensions for certain retired employees in the U.S., which include healthcare, dental care, Medicare Part B reimbursement and life insurance benefits. Periodic Benefit Cost The components of net periodic benefit cost and other amounts recognized in OCI are as follows: (In millions) Net periodic benefit cost Service cost Interest cost Expected return on plan assets Amortization of prior service cost (credit) Amortization of net actuarial loss Net periodic benefit cost Other changes in plan assets and benefit obligations recognized in OCI Current year actuarial loss (gain) Current year prior service cost (credit) Amortization of net actuarial loss Amortization of prior service credit (cost) Total recognized in OCI, before taxes Total recognized in net periodic benefit cost and OCI Pension Benefits Postretirement Benefits Other than Pensions 2014 2013 2012 2014 2013 2012 $ $ $ $ $ 109 $ 334 (462) 15 112 108 $ 133 $ 290 (418) 15 183 203 $ 119 $ 305 (407) 16 118 151 $ (964) $ 16 (183) (15) 729 $ 12 (112) (15) 614 $ (1,146) $ (943) $ 722 $ 402 $ — (118) (16) 268 $ 419 $ 4 $ 19 — (23) 2 2 $ 5 $ (30) (2) 23 (4) $ (2) $ 6 $ 19 — (17) 6 14 $ (55) $ (45) (6) 17 (89) $ (75) $ 6 25 — (11) 7 27 15 (2) (7) 11 17 44 The estimated amount that will be amortized from Accumulated other comprehensive loss into net periodic pension costs in 2015 is as follows: (In millions) Net actuarial loss Prior service cost (credit) Total 64 Textron Inc. Annual Report • 2014 $ $ Postretirement Benefits Other than Pensions 2 (25) (23) $ $ Pension Benefits 156 16 172 Obligations and Funded Status 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: (In millions) Change in benefit obligation Benefit obligation at beginning of year Service cost Interest cost Acquisitions Amendments Plan participants’ contributions Actuarial losses (gains) Benefits paid Foreign exchange rate changes and other Benefit obligation at end of year Change in fair value of plan assets Fair value of plan assets at beginning of year Actual return on plan assets Acquisitions Employer contributions Benefits paid Foreign exchange rate changes and other Fair value of plan assets at end of year Funded status at end of year Pension Benefits 2014 2013 $ 6,544 109 334 570 12 — 886 (400) (49) $ 8,006 $ 6,345 623 390 60 (400) (39) $ 6,979 $ (1,027) $ 7,053 133 290 — 16 — (566) (373) (9) $ 6,544 $ 5,715 819 — 185 (373) (1) $ 6,345 $ (199) Postretirement Benefits Other than Pensions 2014 445 4 19 13 (30) 5 4 (47) — 413 2013 564 6 19 — (45) 4 (55) (48) — 445 $ $ $ $ $ (413) $ (445) Amounts recognized in our balance sheets are as follows: (In millions) Non-current assets Current liabilities Non-current liabilities Recognized in Accumulated other comprehensive loss, pre-tax: Net loss Prior service cost (credit) Pension Benefits Postretirement Benefits Other than Pensions $ 2014 60 (26) (1,061) $ 2,193 110 2013 413 (26) (586) 1,596 114 $ 2014 — (45) (368) 40 (75) $ 2013 — (48) (397) 38 (69) The accumulated benefit obligation for all defined benefit pension plans was $7.6 billion and $6.1 billion at January 3, 2015 and December 28, 2013, respectively, which included $392 million and $359 million, respectively, in accumulated benefit obligations for unfunded plans where funding is not permitted or in foreign environments where funding is not feasible. Pension plans with accumulated benefit obligations exceeding the fair value of plan assets are as follows: (In millions) Projected benefit obligation Accumulated benefit obligation Fair value of plan assets 2014 $ 3,096 2,900 2,215 2013 $ 2,828 2,629 2,215 Textron Inc. Annual Report • 2014 65 Assumptions The weighted-average assumptions we use for our pension and postretirement plans are as follows: Pension Benefits Postretirement Benefits Other than Pensions 2014 2013 2012 2014 2013 2012 Net periodic benefit cost Discount rate Expected long-term rate of return on assets Rate of compensation increase Benefit obligations at year-end Discount rate Rate of compensation increases 4.92% 7.60% 3.50% 4.18% 3.49% 4.23% 7.56% 3.47% 4.94% 3.51% 4.94% 7.58% 3.49% 4.23% 3.48% 4.50% 3.75% 4.75% 4.00% 4.50% 3.75% During 2014, the Society of Actuaries released new mortality tables that reflect increased life expectancy over the previous tables. We incorporated these new tables in the 2014 fair value measurement of our U.S. pension plans which resulted in an increase in the projected benefit obligation as of January 3, 2015. Our assumed healthcare cost trend rate for both the medical and prescription drug cost was 6.6% in 2014 and 7.2% in 2013. We expect this rate to gradually decline to 5.0% by 2021 where we assume it will remain. These assumed healthcare cost trend rates have a significant effect on the amounts reported for the postretirement benefits other than pensions. A one-percentage-point change in these assumed healthcare cost trend rates would have the following effects: (In millions) Effect on total of service and interest cost components Effect on postretirement benefit obligations other than pensions One- Percentage- Point Increase $ 1 18 One- Percentage- Point Decrease (1) (16) $ Pension Assets The expected long-term rate of return on plan assets is determined based on a variety of considerations, including the established asset allocation targets and expectations for those asset classes, historical returns of the plans’ assets and other market considerations. We invest our pension assets with the objective of achieving a total rate of return, over the long term, sufficient to fund future pension obligations and to minimize future pension contributions. We are willing to tolerate a commensurate level of risk to achieve this objective based on the funded status of the plans and the long-term nature of our pension liability. Risk is controlled by maintaining a portfolio of assets that is diversified across a variety of asset classes, investment styles and investment managers. Where possible, investment managers are prohibited from owning our stock in the portfolios that they manage on our behalf. For U.S. plan assets, which represent the majority of our plan assets, asset allocation target ranges are established consistent with our investment objectives, and the assets are rebalanced periodically. For foreign plan assets, allocations are based on expected cash flow needs and assessments of the local practices and markets. Our target allocation ranges are as follows: U.S. Plan Assets Domestic equity securities International equity securities Debt securities Private investment partnerships Real estate Hedge funds Foreign Plan Assets Equity securities Debt securities Real estate 66 Textron Inc. Annual Report • 2014 23% to 38% 11% to 22% 27% to 38% 5% to 11% 7% to 13% 0% to 5% 49% to 67% 28% to 41% 3% to 12% The fair value of total pension plan assets by major category and level in the fair value hierarchy as defined in Note 8 is as follows: (In millions) Cash and equivalents Equity securities: Domestic International Debt securities: National, state and local governments Corporate debt Asset-backed securities Private investment partnerships Real estate Hedge funds Total January 3, 2015 Level 2 Level 1 Level 3 Level 1 Level 2 December 28, 2013 $ 27 $ 194 $ — $ 17 $ 144 $ 1,417 1,185 526 — — — — — $ 3,155 595 253 419 950 110 — — — $ 2,521 — — 1,179 1,140 — — — 380 744 179 $ 1,303 506 — — — — — $ 2,842 866 258 411 638 153 — — — $ 2,470 Level 3 — — — — — — 305 553 175 $ 1,033 Cash equivalents and equity and debt securities include comingled funds, which represent investments in funds offered to institutional investors that are similar to mutual funds in that they provide diversification by holding various equity and debt securities. Since these comingled funds are not quoted on any active market, they are priced based on the relative value of the underlying equity and debt investments and their individual prices at any given time; accordingly, they are classified as Level 2. Debt securities are valued based on same day actual trading prices, if available. If such prices are not available, we use a matrix pricing model with historical prices, trends and other factors. Private investment partnerships represent investments in funds, which, in turn, invest in stocks and debt securities of companies that, in most cases, are not publicly traded. These partnerships are valued using income and market methods that include cash flow projections and market multiples for various comparable companies. Real estate includes owned properties and investments in partnerships. Owned properties are valued using certified appraisals at least every three years, which then are updated at least annually by the real estate investment manager based on current market trends and other available information. These appraisals generally use the standard methods for valuing real estate, including forecasting income and identifying current transactions for comparable real estate to arrive at a fair value. Real estate partnerships are valued similar to private investment partnerships, with the general partner using standard real estate valuation methods to value the real estate properties and securities held within their fund portfolios. We believe these assumptions are consistent with assumptions that market participants would use in valuing these investments. Hedge funds represent an investment in a diversified fund of hedge funds of which we are the sole investor. The fund invests in portfolio funds that are not publicly traded and are managed by various portfolio managers. Investments in portfolio funds are typically valued on the basis of the most recent price or valuation provided by the relevant fund’s administrator. The administrator for the fund aggregates these valuations with the other assets and liabilities to calculate the net asset value of the fund. The table below presents a reconciliation of the beginning and ending balances for fair value measurements that use significant unobservable inputs (Level 3) by major category: (In millions) Balance at beginning of year Actual return on plan assets: Related to assets still held at reporting date Related to assets sold during the period Purchases, sales and settlements, net Balance at end of year Private Investment Partnerships $ 305 Real Estate Hedge Funds $ 175 $ 553 (7) 41 41 380 $ 6 28 157 744 $ 4 — — $ 179 Estimated Future Cash Flow Impact Defined benefits under salaried plans are based on salary and years of service. Hourly plans generally provide benefits based on stated amounts for each year of service. Our funding policy is consistent with applicable laws and regulations. In 2015, we expect to contribute approximately $80 million to fund our pension plans and the RAP. Benefit payments provided below reflect expected future employee service, as appropriate, and are expected to be paid, net of estimated participant contributions. These payments are based on the same assumptions used to measure our benefit obligation at the end of fiscal 2014. While pension Textron Inc. Annual Report • 2014 67 benefit payments primarily will be paid out of qualified pension trusts, we will pay postretirement benefits other than pensions out of our general corporate assets. Benefit payments that we expect to pay are as follows: (In millions) Pension benefits Post-retirement benefits other than pensions $ 2015 401 46 $ 2016 398 44 $ 2017 405 42 $ 2018 411 39 $ 2019 420 37 2020-2024 $ 2,254 150 Note 12. Income Taxes We conduct business globally and, as a result, file numerous consolidated and separate income tax returns within and outside the U.S. For all of our U.S. subsidiaries, we file a consolidated federal income tax return. Income from continuing operations before income taxes is as follows: (In millions) U.S. Non-U.S. Income from continuing operations before income taxes Income tax expense for continuing operations is summarized as follows: (In millions) Current: Federal State Non-U.S. Deferred: Federal State Non-U.S. Income tax expense 2014 553 300 853 $ $ 2013 454 220 674 $ $ 2012 644 197 841 2014 2013 2012 195 18 54 267 (12) (4) (3) (19) 248 $ $ 23 10 56 89 91 13 (17) 87 176 $ $ 40 9 29 78 169 23 (10) 182 260 $ $ $ $ The current federal and state provisions for 2012 included $25 million of tax related to the sale of certain leveraged leases in the Finance segment for which we had previously recorded significant deferred tax liabilities. The following table reconciles the federal statutory income tax rate to our effective income tax rate for continuing operations: U.S. Federal statutory income tax rate Increase (decrease) in taxes resulting from: State income taxes Non-U.S. tax rate differential and foreign tax credits Research credit Other, net Effective income tax rate 2014 35.0% 1.0 (5.8) (1.5) 0.4 29.1% 2013 35.0% 2.4 (7.2) (3.8) (0.3) 26.1% 2012 35.0% 2.2 (5.4) — (0.9) 30.9% The amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and non-U.S. tax authorities, which may result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date. For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. Interest and penalties are accrued, where applicable. If we do not believe that it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized. 68 Textron Inc. Annual Report • 2014 Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to settlement of income tax examinations, new regulatory or judicial pronouncements, expiration of statutes of limitations or other relevant events. As a result, our effective tax rate may fluctuate significantly on a quarterly and annual basis. Our unrecognized tax benefits represent tax positions for which reserves have been established. Unrecognized state tax benefits and interest related to unrecognized tax benefits are reflected net of applicable tax benefits. A reconciliation of our unrecognized tax benefits, excluding accrued interest, is as follows: (In millions) Balance at beginning of year Additions for tax positions related to current year Additions for current year acquisitions Additions for tax positions of prior years Reductions for tax positions of prior years Reductions for expiration of statute of limitations and settlements Balance at end of year $ $ January 3, 2015 284 10 December 28, 2013 290 15 100 — 1 (17) (5) 284 — (6) (3) 385 $ $ December 29, 2012 $ 294 5 — 2 (3) (8) $ 290 At January 3, 2015 and December 28, 2013, approximately $305 million and $204 million, respectively, of these unrecognized tax benefits, if recognized, would favorably affect our effective tax rate in a future period. At January 3, 2015 and December 28, 2013, the remaining $80 million in unrecognized tax benefits were related to discontinued operations. It is reasonably possible that within the next 12 months our unrecognized tax benefits, exclusive of interest, may decrease in the range of approximately $0 to $215 million, as a result of the conclusion of audits and any related appeals or review processes, the expiration of statutes of limitations and additional worldwide uncertain tax positions. This potential decrease primarily relates to uncertainties with respect to prior dispositions and research tax credits. However, based on the process of finalizing audits and any required review process by relevant authorities, it is difficult to estimate the timing and amount of potential changes to our unrecognized tax benefits. Although the outcome of these matters cannot be determined, we believe adequate provision has been made for any potential unfavorable financial statement impact. In the normal course of business, we are subject to examination by taxing authorities throughout the world, including major jurisdictions such as Canada, China, Germany, Japan, Mexico and the U.S. With few exceptions, we no longer are subject to U.S. federal, state and local income tax examinations for years before 1997. We are no longer subject to non-U.S. income tax examinations in our major jurisdictions for years before 2009. During 2014, 2013 and 2012, we recognized net tax-related interest expense totaling approximately $6 million, $6 million and $9 million, respectively, in the Consolidated Statements of Operations. At January 3, 2015 and December 28, 2013, we had a total of $132 million and $126 million, respectively, of net accrued interest expense included in our Consolidated Balance Sheets. Textron Inc. Annual Report • 2014 69 The tax effects of temporary differences that give rise to significant portions of our net deferred tax assets and liabilities are as follows: January 3, 2015 December 28, 2013 $ 541 287 190 137 79 36 22 91 1,383 (167) $ 1,216 $ (167) (165) (118) (14) (464) 752 $ $ $ $ 358 182 161 84 18 29 14 130 976 (166) 810 (174) (184) (109) (143) (610) 200 January 3, 2015 December 28, 2013 $ $ 259 630 (19) (118) 752 $ $ $ 206 270 (147) (129) 200 84 56 290 8 109 (In millions) Deferred tax assets Obligation for pension and postretirement benefits Accrued expenses* Deferred compensation Loss carryforwards Inventory Allowance for credit losses Deferred income Other, net Total deferred tax assets Valuation allowance for deferred tax assets Deferred tax liabilities Property, plant and equipment, principally depreciation Leasing transactions Amortization of goodwill and other intangibles Prepaid pension and postretirement benefits Total deferred tax liabilities (In millions) Manufacturing group: Other current assets Other assets Other liabilities Finance group - Other liabilities Net deferred tax asset Net deferred tax asset * Accrued expenses includes warranty and product maintenance reserves, self-insured liabilities and interest. $ We believe that our earnings during the periods when the temporary differences become deductible will be sufficient to realize the related future income tax benefits. For those jurisdictions where the expiration date of tax carryforwards or the projected operating results indicate that realization is not more than likely, a valuation allowance is provided. The following table presents the breakdown between current and long-term net deferred tax assets: Our net operating loss and credit carryforwards at January 3, 2015 are as follows: (In millions) Non-U.S. net operating loss with no expiration Non-U.S. net operating loss expiring through 2034 U.S. federal net operating losses expiring through 2034, related to 2014 acquisitions U.S. foreign tax credits expiring through 2022, related to 2014 acquisitions State net operating loss and tax credits, net of tax benefits, expiring through 2034 The undistributed earnings of our non-U.S. subsidiaries approximated $995 million at January 3, 2015. We consider the undistributed earnings to be indefinitely reinvested; therefore, we have not provided a deferred tax liability for any residual U.S. tax that may be due upon repatriation of these earnings. Because of the effect of U.S. foreign tax credits, it is not practicable to estimate the amount of tax that might be payable on these earnings in the event they no longer are indefinitely reinvested. 70 Textron Inc. Annual Report • 2014 Note 13. Contingencies and Commitments 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. In the ordinary course of business, we enter into standby letter of credit agreements and surety bonds with financial institutions to meet various performance and other obligations. These outstanding letter of credit arrangements and surety bonds aggregated to approximately $790 million and $298 million at January 3, 2015 and December 28, 2013, respectively. Environmental Remediation As with other industrial enterprises engaged in similar businesses, we are involved in a number of remedial actions under various federal and state laws and regulations relating to the environment that impose liability on companies to clean up, or contribute to the cost of cleaning up, sites on which hazardous wastes or materials were disposed or released. Our accrued environmental liabilities relate to installation of remediation systems, disposal costs, U.S. Environmental Protection Agency oversight costs, legal fees, and operating and maintenance costs for both currently and formerly owned or operated facilities. Circumstances that can affect the reliability and precision of the accruals include the identification of additional sites, environmental regulations, level of cleanup required, technologies available, number and financial condition of other contributors to remediation and the time period over which remediation may occur. We believe that any changes to the accruals that may result from these factors and uncertainties will not have a material effect on our financial position or results of operations. Based upon information currently available, we estimate that our potential environmental liabilities are within the range of $40 million to $160 million. At January 3, 2015, environmental reserves of approximately $80 million have been established to address these specific estimated liabilities. We estimate that we will likely pay our accrued environmental remediation liabilities over the next ten years and have classified $24 million as current liabilities. Expenditures to evaluate and remediate contaminated sites approximated $13 million, $12 million and $15 million in 2014, 2013 and 2012, respectively. Leases Rental expense approximated $121 million, $95 million and $97 million in 2014, 2013 and 2012, respectively. Future minimum rental commitments for noncancelable operating leases in effect at January 3, 2015 approximated $73 million for 2015, $57 million for 2016, $47 million for 2017, $37 million for 2018, $31 million for 2019 and $193 million thereafter. The total future minimum rental receipts under noncancelable subleases at January 3, 2015 approximated $23 million. Note 14. Supplemental Cash Flow Information We have made the following cash payments: (In millions) Interest paid: Manufacturing group Finance group Net taxes paid /(received): Manufacturing group Finance group 2014 2013 $ $ $ 134 41 266 23 124 46 223 (49) 2012 135 64 (7) 43 Cash paid for interest by the Finance group included amounts paid to the Manufacturing group of $11 million in 2012. Cash paid for interest by the Finance group to the Manufacturing group was not significant in 2014 and 2013. Textron Inc. Annual Report • 2014 71 Note 15. Segment and Geographic Data We operate in, and report financial information for, the following five business segments: Textron Aviation, which includes the legacy Cessna segment and the acquired Beechcraft business, Bell, Textron Systems, Industrial and Finance. The accounting policies of the segments are the same as those described in Note 1. Textron Aviation products include Citation jets, King Air turboprops, Caravan utility turboprops, single-engine piston aircraft, T-6 and AT-6 military aircraft, and aftermarket sales and services sold to a diverse base of corporate and individual buyers. Bell products include military and commercial helicopters, tiltrotor aircraft and related spare parts and services. Bell supplies military helicopters and, in association with The Boeing Company, military tiltrotor aircraft, and aftermarket services to the U.S. and non-U.S. governments. Bell also supplies commercial helicopters and aftermarket services to corporate, offshore petroleum exploration and development, utility, charter, police, fire, rescue, emergency medical helicopter operators and foreign governments. Textron Systems products include unmanned aircraft systems, marine and land systems, weapons and sensors, simulation, training and other defense and aviation mission support products and services primarily for U.S. and non-U.S. governments. Industrial products and markets include the following: (cid:120) Kautex products include blow-molded plastic fuel systems, windshield and headlamp washer systems, selective catalytic reduction systems and engine camshafts that are marketed primarily to automobile OEMs, as well as plastic bottles and containers for various uses; (cid:120) Tools and Test Equipment products include powered equipment, electrical test and measurement instruments, mechanical and hydraulic tools, cable connectors, fiber optic assemblies, underground and aerial transmission and distribution products, and power utility products, principally used in the construction, maintenance, telecommunications, data communications, electrical, utility and plumbing industries; and (cid:120) Specialized Vehicles and Equipment products include golf cars, off-road utility and light transportation vehicles, aviation ground support equipment, professional turf-maintenance equipment and turf-care vehicles that are marketed primarily to golf courses, resort communities, municipalities, sporting venues, consumers, and commercial and industrial users. The Finance segment provides financing primarily to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters. 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 income and expense. Our revenues by segment, along with a reconciliation of segment profit to income from continuing operations before income taxes, are as follows: Segment Profit (Loss) Revenues 2013 2014 2012 $ 4,568 $ 2,784 $ 3,111 $ 4,245 1,624 3,338 103 4,511 1,665 3,012 132 4,274 1,737 2,900 215 2014 234 $ 529 150 280 21 $ 13,878 $ 12,104 $ 12,237 $ 1,214 $ (161) (148) (52) 853 $ $ 2013 (48) $ 573 147 242 49 2012 82 639 132 215 64 963 $ 1,132 (148) (166) (143) (123) — — 841 674 $ (In millions) Textron Aviation Bell Textron Systems Industrial Finance Total Corporate expenses and other, net Interest expense, net for Manufacturing group Acquisition and restructuring costs Income from continuing operations before income taxes 72 Textron Inc. Annual Report • 2014 Revenues by major product type are summarized below: (In millions) Fixed-wing aircraft Rotor aircraft Unmanned aircraft systems, armored vehicles, precision weapons and other Fuel systems and functional components Specialized vehicles and equipment Tools and test equipment Finance Total revenues 2014 2013 $ 4,568 4,245 1,624 1,975 868 495 103 $ 13,878 $ 2,784 4,511 1,665 1,853 713 446 132 $ 12,104 2012 $ 3,111 4,274 1,737 1,842 660 398 215 $ 12,237 Our revenues included sales to the U.S. Government of approximately $3.8 billion, $3.7 billion and $3.6 billion in 2014, 2013 and 2012, respectively, primarily in the Bell and Textron Systems segments. Other information by segment is provided below: (In millions) Textron Aviation Bell Textron Systems Industrial Finance Corporate Total Assets Capital Expenditures Depreciation and Amortization January 3, 2015 December 28, 2013 $ 4,085 $ 2,260 $ 2,858 2,283 2,171 1,529 1,679 2,899 2,106 1,956 1,725 1,998 $ 14,605 $ 12,944 $ 2014 96 $ 152 65 97 — 19 429 $ 2013 72 $ 197 66 89 — 20 444 $ 2012 93 $ 172 108 97 — 10 480 $ 2014 137 $ 132 84 76 13 17 459 $ 2013 87 $ 116 89 72 18 7 389 $ 2012 102 102 75 70 25 9 383 Geographic Data Presented below is selected financial information of our continuing operations by geographic area: Revenues* 2014 (In millions) United States Europe Latin America and Mexico Asia and Australia Middle East and Africa Canada Total * Revenues are attributed to countries based on the location of the customer. ** Property, plant and equipment, net are based on the location of the asset. $ 8,677 1,761 1,261 1,155 641 383 $ 13,878 2013 2012 $ 7,512 1,535 878 1,111 693 375 $ 12,104 $ 7,586 1,655 893 1,264 392 447 $ 12,237 Property, Plant and Equipment, net** January 3, 2015 $ 2,015 272 44 74 — 92 $ 2,497 December 28, 2013 $ 1,701 288 45 80 — 101 $ 2,215 Textron Inc. Annual Report • 2014 73 Quarterly Data (Unaudited) (Dollars in millions, except per share amounts) 2014 2013 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 $ $ $ $ $ $ $ $ Revenues Textron Aviation Bell Textron Systems Industrial Finance Total revenues Segment profit Textron Aviation (a) Bell Textron Systems Industrial Finance Total segment profit Corporate expenses and other, net Interest expense, net for Manufacturing group Acquisition and restructuring costs (b) Income tax expense Income from continuing operations Income (loss) from discontinued operations, net of income taxes Net income Basic earnings per share Continuing operations Discontinued operations Basic earnings per share Basic average shares outstanding (In thousands) Diluted earnings per share Continuing operations Discontinued operations Diluted earnings per share Diluted average shares outstanding (In thousands) Segment profit margins Textron Aviation Bell Textron Systems Industrial Finance Segment profit margin Common stock information Price range: High Low Dividends declared per share 785 $ 873 363 797 29 2,847 $ 1,183 $ 1,119 282 894 27 3,505 $ 1,080 $ 1,182 358 785 25 3,430 $ 1,520 1,071 621 862 22 4,096 14 $ 96 39 66 4 219 (43) (35) (16) (38) 87 (2) 85 $ 28 $ 141 34 94 7 304 (38) (36) (20) (65) 145 (1) 144 $ 62 $ 146 27 53 5 293 (22) (37) (3) (71) 160 (1) 159 $ 130 146 50 67 5 398 (58) (40) (13) (74) 213 (1) 212 $ $ $ $ 708 $ 949 429 727 42 2,855 $ 560 $ 1,025 422 801 31 2,839 $ 593 $ 1,162 405 711 33 2,904 $ 923 1,375 409 773 26 3,506 (8) $ 129 38 57 19 235 (55) (37) — (28) 115 4 119 $ (50) $ 135 34 79 15 213 (20) (30) — (49) 114 (1) 113 $ (23) $ 131 35 52 13 208 (34) (29) — (47) 98 1 99 $ 33 178 40 54 2 307 (57) (27) — (52) 171 (4) 167 0.31 $ (0.01) 0.30 $ 281,094 0.52 $ — 0.52 $ $ 0.77 (0.01) $ 0.76 280,280 278,860 277,347 0.57 $ — 0.57 $ 0.42 $ 0.02 0.44 $ 0.41 $ (0.01) 0.40 $ 0.35 $ — 0.35 $ 273,200 280,163 281,525 0.31 $ (0.01) 0.30 $ 0.51 $ — 0.51 $ 0.57 $ — 0.57 $ 283,327 282,764 281,030 0.76 — 0.76 279,771 $ $ 0.40 $ 0.01 0.41 $ 0.40 $ — 0.40 $ 0.35 $ — 0.35 $ 288,978 283,824 281,710 0.60 (0.01) 0.59 282,308 0.60 (0.01) 0.59 282,707 1.8% 11.0 10.7 8.3 13.8 7.7% 2.4% 12.6 12.1 10.5 25.9 8.7% 5.7% 12.4 7.5 6.8 20.0 8.5% 8.6% 13.6 8.1 7.8 22.7 9.7% (1.1)% 13.6 8.9 7.8 45.2 8.2% (8.9)% 13.2 8.1 9.9 48.4 7.5% (3.9)% 11.3 8.6 7.3 39.4 7.2% 3.6% 12.9 9.8 7.0 7.7 8.8% $ $ $ 40.18 $ 34.28 $ 0.02 $ 40.93 $ 36.96 $ 0.02 $ 39.03 $ 35.54 $ 0.02 $ 44.23 32.28 0.02 $ $ $ 31.30 $ 23.94 $ 0.02 $ 30.22 $ 24.87 $ 0.02 $ 29.81 $ 25.36 $ 0.02 $ 37.43 26.17 0.02 (a) Includes amortization of $12 million, $33 million, $10 million and $8 million for the first, second, third and fourth quarters of 2014, respectively, related to fair value step-up adjustments of Beechcraft acquired inventories sold during the periods. The second quarter of 2013 includes $28 million in severance costs. (b) Acquisition and restructuring costs include restructuring costs of $5 million, $20 million, $3 million and $13 million for the first, second, third and fourth quarters of 2014, respectively, related to the acquisition of Beech Holdings, LLC, the parent of Beechcraft Corporation, which was completed on March 14, 2014. Transaction costs of $11 million related to the Beechcraft acquisition are also included in the first quarter of 2014. 74 Textron Inc. Annual Report • 2014 Schedule II — Valuation and Qualifying Accounts (In millions) Allowance for doubtful accounts Balance at beginning of year Charged to costs and expenses Deductions from reserves* Balance at end of year Inventory FIFO reserves Balance at beginning of year Charged to costs and expenses Deductions from reserves* $ $ $ 2014 2013 2012 $ $ $ 22 11 (3) 30 150 51 (32) 169 $ $ $ 19 7 (4) 22 136 54 (40) 150 18 4 (3) 19 134 42 (40) 136 Balance at end of year * Deductions primarily include amounts written off on uncollectable accounts (less recoveries), inventory disposals and currency translation adjustments. $ $ $ Textron Inc. Annual Report • 2014 75 Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Disclosure Controls and Procedures — We have carried out an evaluation, under the supervision and with the participation of our management, including our Chairman, President and Chief Executive Officer (CEO) and our Executive Vice President and Chief Financial Officer (CFO), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Act”)) as of the end of the fiscal year covered by this report. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective in providing reasonable assurance that (a) the information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (b) such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. Report of Management — See page 38. Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting — See page 39. Changes in Internal Controls — There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Effective February 25, 2015, the Board of Directors amended the Company’s Amended and Restated By-Laws by adding a forum selection provision as a new Article XV of the By-Laws. The Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, the Delaware Court of Chancery will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Company to the Company or its stockholders, (iii) any action asserting a claim against the Company or any director or officer or other employee of the Company arising pursuant to any provision of the Delaware General Corporation Law or the Company’s Certificate of Incorporation or By-Laws, or (iv) any action asserting a claim governed by the internal affairs doctrine. The Amendment is designed to save the Company and its stockholders from the increased expense of defending against duplicative litigation brought in multiple courts, and also to provide that claims involving Delaware law are decided by Delaware courts. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is set forth as Article XV to the Company’s Amended and Restated By-Laws which are filed as Exhibit 3.2 to this Annual Report on Form 10-K. PART III Item 10. Directors, Executive Officers and Corporate Governance The information appearing under “ELECTION OF DIRECTORS— Nominees for Director,” “—The Board of Directors— Corporate Governance,” “—The Board of Directors— Code of Ethics,” “–Board Committees— Audit Committee,” and “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 22, 2015 is incorporated by reference into this Annual Report on Form 10-K. Information regarding our executive officers is contained in Part I of this Annual Report on Form 10-K. Item 11. Executive Compensation The information appearing under “ELECTION OF DIRECTORS — The Board of Directors-- Compensation of Directors,” “ELECTION OF DIRECTORS — Board Committees-- Compensation Committee Interlocks and Insider Participation,” 76 Textron Inc. Annual Report • 2014 “COMPENSATION COMMITTEE REPORT,” “COMPENSATION DISCUSSION AND ANALYSIS” and “EXECUTIVE COMPENSATION” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 22, 2015 is incorporated by reference into this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information appearing under “SECURITY OWNERSHIP” and “EXECUTIVE COMPENSATION – Equity Compensation Plan Information” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 22, 2015 is incorporated by reference into this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions and Director Independence The information appearing under “ELECTION OF DIRECTORS — The Board of Directors--Director Independence” and “EXECUTIVE COMPENSATION — Transactions with Related Persons” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 22, 2015 is incorporated by reference into this Annual Report on Form 10-K. Item 14. Principal Accountant Fees and Services The information appearing under “RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — Fees to Independent Auditors” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 22, 2015 is incorporated by reference into this Annual Report on Form 10-K. PART IV Item 15. Exhibits and Financial Statement Schedules Financial Statements and Schedules — See Index on Page 37. Exhibits 3.1A 3.1B 3.2 4.1 NOTE: NOTE: 10.1A 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 Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. Certificate of Amendment of Restated Certificate of Incorporation of Textron Inc., filed with the Secretary of State of Delaware on April 27, 2011. Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011. Amended and Restated By-Laws of Textron Inc., effective April 28, 2010 and further amended April 27, 2011, July 23, 2013 and February 25, 2015. Support Agreement dated as of May 25, 1994, between Textron Inc. and Textron Financial Corporation. Incorporated by reference to Exhibit 4.1 to Textron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. 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 10.16 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 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012. Textron Inc. Annual Report • 2014 77 10.1B 10.1C 10.1D 10.1E 10.1F 10.1G 10.1H 10.1I 10.1J 10.2 10.3A 10.3B 10.3C 10.4A 10.4B 10.4C 10.5A Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007. (SEC File No. 001-05480) Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.3 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007. (SEC File No. 001-05480) Form of Restricted Stock Unit Grant Agreement. Incorporated by reference to Exhibit 10.4 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007. (SEC File No. 001-05480) Form of Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008. (SEC File No. 001-05480) Form of Cash-Settled Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.1G to Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009. (SEC File No. 001-05480) Form of Performance Share Unit Grant Agreement. Incorporated by reference to Exhibit 10.1H to Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009. (SEC File No. 001-05480) Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014. Form of Stock-Settled Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014. Form of Performance Share Unit Grant Agreement. Incorporated by reference to Exhibit 10.3 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014. Textron Inc. Short-Term Incentive Plan (As amended and restated effective January 3, 2010). Incorporated by reference to Exhibit 10.1 to Textron’s 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 April 28, 2010). Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2010. Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2004. (SEC File No. 001-05480) Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 3, 2004. (SEC File No. 001-05480) 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 Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. Second Amendment to the Textron Spillover Savings Plan, dated December 21, 2012. Incorporated by reference to Exhibit 10.4B to Textron’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012. Third Amendment to the Textron Spillover Savings Plan, dated October 7, 2013. Incorporated by reference to Exhibit 10.4C to Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013. 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 78 Textron Inc. Annual Report • 2014 Benefits Plan for Textron Key Executives (As in effect before January 1, 2007). Incorporated by reference to Exhibit 10.4 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. 10.5B Amendments to the Textron Spillover Pension Plan, dated October 12, 2011. Incorporated by reference to Exhibit 10.5B to Textron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. 10.5C Second Amendment to the Textron Spillover Pension Plan, dated October 7, 2013. Incorporated by reference to Exhibit 10.5C to Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013. 10.6A 10.6B 10.6C 10.6D 10.7A 10.7B 10.8A 10.8B 10.8C 10.9 10.10 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 Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. First Amendment to the Deferred Income Plan for Textron Executives, dated November 7, 2013. Incorporated by reference to Exhibit 10.6B to Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013. Second Amendment to the Deferred Income Plan for Textron Executives, dated March 24, 2014. Incorporated by reference to Exhibit 10.4 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014. Third Amendment to the Deferred Income Plan for Textron Executives, dated December 12, 2014. 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 Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009. (SEC File No. 001-05480) Amendment No. 1 to Deferred Income Plan for Non-Employee Directors, as Amended and Restated Effective January 1, 2009, dated as of November 6, 2012. Incorporated by reference to Exhibit 10.8B to Textron’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012. Severance Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2010. Incorporated by reference to Exhibit 10.10 to Textron’s Annual Report on Form 10-K for the fiscal year ended January 2, 2010. (SEC File No. 001-05480) First Amendment to the Severance Plan for Textron Key Executives, dated October 26, 2010. Incorporated by reference to Exhibit 10.10B to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011. Second Amendment to the Severance Plan for Textron Key Executives, dated March 24, 2014. Incorporated by reference to Exhibit 10.5 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014. Form of Indemnity Agreement between Textron and its executive officers. Incorporated by reference to Exhibit A to Textron’s Proxy Statement for its Annual Meeting of Shareholders on April 29, 1987. (SEC File No. 001-05480) 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 Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2009. (SEC File No. 001-05480) 10.11A Letter Agreement between Textron and Scott C. Donnelly, dated June 26, 2008. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008. (SEC File No. 001-05480) Textron Inc. Annual Report • 2014 79 10.11B 10.11C 10.11D 10.12A 10.12B 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 Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009. (SEC File No. 001-05480) Agreement between Textron and Scott C. Donnelly, dated May 1, 2009, related to Mr. Donnelly’s personal use of a portion of hangar space at T.F. Green Airport which is leased by Textron. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009. (SEC File No. 001-05480) Hangar License and Services Agreement made and entered into on April 25, 2011 to be effective as of December 5, 2010, between Textron Inc. and Mr. Donnelly’s limited liability company. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011. Letter Agreement between Textron and Frank Connor, dated July 27, 2009. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2009. (SEC File No. 001-05480) Hangar License and Services Agreement made and entered into on April 25, 2011 to be effective as of December 5, 2010, between Textron Inc. and Mr. Connor’s limited liability company. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011. 10.13 Letter Agreement between Textron and Cheryl H. Johnson, dated June 12, 2012. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012. 10.14A 10.14B 10.15 10.16 10.17 10.18A 10.18B 10.18C Letter Agreement between Textron and E. Robert Lupone, dated December 22, 2011. Incorporated by reference to Exhibit 10.17 to Textron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Amendment to letter agreement between Textron and E. Robert Lupone, dated July 27, 2012. Incorporated by reference to Exhibit 10.5 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2012. Director Compensation. Incorporated by reference to Exhibit 10.21 to Textron’s Annual Report on Form 10- K for the fiscal year ended December 29, 2007. (SEC File No. 001-05480) Form of Aircraft Time Sharing Agreement between Textron and its executive officers. Incorporated by reference to Exhibit 10.3 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008. (SEC File No. 001-05480) Credit Agreement, dated as of October 4, 2013, among Textron, the Lenders listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agent. Incorporated by reference to Exhibit 10.1 to Textron’s Current Report on Form 8-K filed on October 4, 2013. Master Services Agreement between Textron Inc. and Computer Sciences Corporation dated October 27, 2004. Incorporated by reference to Exhibit 10.26 to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2005. * (SEC File No. 001-05480) 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 Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007. (SEC File No. 001-05480) Amendment No. 5 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as of March 13, 2008. * Incorporated by reference to Exhibit 10.22C to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011. 80 Textron Inc. Annual Report • 2014 10.18D 10.18E 10.19 10.20 12.1 12.2 21 23 24 31.1 31.2 32.1 32.2 101 Amendment No. 6 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as of June 17, 2009. Incorporated by reference to Exhibit 10.22D to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011. Amendment No. 7 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as of September 30, 2010. * Incorporated by reference to Exhibit 10.22E to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011. Agreement and Plan of Merger among Beech Holdings, LLC, Sky Intermediate Merger Sub, LLC, Textron Inc. and Textron Acquisition LLC, dated as of December 26, 2013. Incorporated by reference to Exhibit 10.19 to Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013. Term Credit Agreement, dated as of January 24, 2014 Among Textron, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A. and Bank of America, N.A., as syndication agents, The Bank of Tokyo- Mitsubishi UFJ, Ltd., as documentation agent, and other lenders named therein. Incorporated by reference to Exhibit 10.20 to Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013. 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 3, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements, and (vii) Schedule II – Valuation and Qualifying Accounts. * Confidential Treatment has been requested for portions of this document. Textron Inc. Annual Report • 2014 81 Signatures Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 25th day of February 2015. TEXTRON INC. Registrant By: /s/ Frank T. Connor Frank T. Connor Executive Vice President and Chief Financial Officer 82 Textron Inc. Annual Report • 2014 Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below on this 25th day of February 2015 by the following persons on behalf of the registrant and in the capacities indicated: Name Title /s/ Scott C. Donnelly Scott C. Donnelly * Kathleen M. Bader * R. Kerry Clark * James T. Conway * Ivor J. Evans * Lawrence K. Fish * Paul E. Gagné * Dain M. Hancock * Lord Powell of Bayswater KCMG * Lloyd G. Trotter * James L. Ziemer /s/ Frank T. Connor Frank T. Connor /s/ Mark S. Bamford Mark S. Bamford *By: /s/ Jayne M. Donegan Jayne M. Donegan, Attorney-in-fact Chairman, President and Chief Executive Officer (principal executive officer) Director Director Director Director Director Director Director Director Director Director Executive Vice President and Chief Financial Officer (principal financial officer) Vice President and Corporate Controller (principal accounting officer) Textron Inc. Annual Report • 2014 83 NOTES 84 Textron Inc. Annual Report • 2014 NOTES Textron Inc. Annual Report • 2014 85 CORPORATE INFORMATION CORPORATE HEADQUARTERS INVESTOR RELATIONS Textron Inc. 40 Westminster Street Providence, RI 02903 (401) 421-2800 www.textron.com ANNUAL MEETING Textron’s annual meeting of shareholders will be held on Wednesday, April 22, 2015, at 11 a.m. EDT at Textron Inc., 40 Westminster Street, 18th Floor, Providence, RI 02903. TRANSFER AGENT, REGISTRAR AND DIVIDEND PAYING AGENT For shareholder services such as change of address, lost certificates or dividend checks, change in registered ownership or the Dividend Reinvestment Plan, write or call: American Stock Transfer & Trust Company, LLC Operations Center 6201 15th Avenue Brooklyn, NY 11219 phone: (866) 621-2790 email: info@amstock.com STOCK EXCHANGE INFORMATION (Symbol: TXT) Textron common stock is listed on the New York Stock Exchange. Textron Inc. Investor Relations 40 Westminster Street Providence, RI 02903 Investor Relations phone line: (401) 457-2288 News media phone line: (401) 457-2362 For more information, visit our website at www.textron.com. COMPANY PUBLICATIONS AND GENERAL INFORMATION To receive a copy of Textron’s Forms 10-K and 10-Q, Proxy Statement or Annual Report without charge, visit our website at www.textron.com or send a written request to Textron Investor Relations at the address listed above. For the most recent company news and earnings press releases, visit our website at www.textron.com. Textron is an Equal Opportunity Employer. TEXTRON BOARD OF DIRECTORS To contact the Textron Board of Directors or to report concerns or complaints about accounting, internal accounting controls or auditing matters, you may write to Board of Directors, Textron Inc., 40 Westminster Street, Providence, RI 02903; call (866) 698-6655 or (401) 457-2269; or send an email to textrondirectors@textron.com. 86 Textron Inc. Annual Report • 2014 TEXTRON’S DIVERSE PRODUCT PORTFOLIO Textron is known around the world for its powerful brands of aircraft, defense and industrial products that provide customers with groundbreaking technologies, innovative solutions and first-class service. BELL HELICOPTER TEXTRON AVIATION INDUSTRIAL TEXTRON SYSTEMS Bell-Boeing V-22 Osprey Cessna Citation X+ Greenlee 1055 AutoBend 3D Aerosonde® Small UAS Bell UH-1Y Venom Cessna Citation M2 E-Z-GO Express High Output S4 ODYSSEY™ 10 Flight Simulator Bell 525 Relentless™ Beechcraft King Air 350i Cushman Refresher® FS4 Ship-to-Shore Connector Bell 407™ Cessna TTx Kautex Fuel Tank System Fury™ Precision Guided Weapon Bell 412™ Beechcraft T-6 Jacobsen ECLIPSE® 322 COMMANDO™ Elite Bell 505 Jet Ranger X™ Textron AirLand Scorpion™ TUG GT110 Pushback Common Unmanned Surface Vehicle © 2015 TEXTRON INC. 40 Westminster Street • Providence, RI 02903 (401) 421-2800 • www.textron.com 

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