TEXTRON INC, 10-Q filed on 7/23/2014
Quarterly Report
Document and Entity Information
6 Months Ended
Jun. 28, 2014
Jul. 12, 2014
Document and Entity Information
 
 
Entity Registrant Name
TEXTRON INC 
 
Entity Central Index Key
0000217346 
 
Document Type
10-Q 
 
Document Period End Date
Jun. 28, 2014 
 
Amendment Flag
false 
 
Current Fiscal Year End Date
--01-03 
 
Entity Current Reporting Status
Yes 
 
Entity Filer Category
Large Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
279,201,470 
Document Fiscal Year Focus
2014 
 
Document Fiscal Period Focus
Q2 
 
Consolidated Statements of Operations (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
Jun. 29, 2013
Revenues
 
 
 
 
Manufacturing revenues
$ 3,478 
$ 2,808 
$ 6,296 
$ 5,621 
Finance revenues
27 
31 
56 
73 
Total revenues
3,505 
2,839 
6,352 
5,694 
Costs and expenses
 
 
 
 
Cost of sales
2,875 
2,338 
5,232 
4,720 
Selling and administrative expense
353 
296 
655 
575 
Interest expense
47 
42 
94 
93 
Acquisition and restructuring costs
20 
 
36 
 
Total costs and expenses
3,295 
2,676 
6,017 
5,388 
Income from continuing operations before income taxes
210 
163 
335 
306 
Income tax expense
65 
49 
103 
77 
Income from continuing operations
145 
114 
232 
229 
Income (loss) from discontinued operations, net of income taxes
(1)
(1)
(3)
Net income
$ 144 
$ 113 
$ 229 
$ 232 
Basic earnings per share
 
 
 
 
Continuing operations (in dollars per share)
$ 0.52 
$ 0.41 
$ 0.83 
$ 0.83 
Discontinued operations (in dollars per share)
 
$ (0.01)
$ (0.01)
$ 0.01 
Basic earnings per share (in dollars per share)
$ 0.52 
$ 0.40 
$ 0.82 
$ 0.84 
Diluted earnings per share
 
 
 
 
Continuing operations (in dollars per share)
$ 0.51 
$ 0.40 
$ 0.82 
$ 0.80 
Discontinued operations (in dollars per share)
 
 
$ (0.01)
$ 0.01 
Diluted earnings per share (in dollars per share)
$ 0.51 
$ 0.40 
$ 0.81 
$ 0.81 
Dividends per share
 
 
 
 
Common stock (in dollars per share)
$ 0.02 
$ 0.02 
$ 0.04 
$ 0.04 
Consolidated Statements of Comprehensive Income (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
Jun. 29, 2013
Consolidated Statements of Comprehensive Income
 
 
 
 
Net income
$ 144 
$ 113 
$ 229 
$ 232 
Other comprehensive income, net of tax:
 
 
 
 
Pension and postretirement benefits adjustments, net of reclassifications
27 
31 
45 
63 
Deferred gains/losses on hedge contracts, net of reclassifications
14 
(6)
(13)
Foreign currency translation adjustments
(4)
(9)
Other comprehensive income
43 
26 
48 
41 
Comprehensive income
$ 187 
$ 139 
$ 277 
$ 273 
Consolidated Balance Sheets (USD $)
In Millions, except Share data in Thousands, unless otherwise specified
Jun. 28, 2014
Dec. 28, 2013
Assets
 
 
Cash and equivalents
$ 815 
$ 1,211 
Inventories
4,017 
2,963 
Total assets
15,135 
12,944 
Liabilities
 
 
Total liabilities
10,557 
8,560 
Shareholders' equity
 
 
Common stock
35 
35 
Capital surplus
1,409 
1,331 
Treasury stock
(150)
 
Retained earnings
4,263 
4,045 
Accumulated other comprehensive loss
(979)
(1,027)
Total shareholders' equity
4,578 
4,384 
Total liabilities and shareholders' equity
15,135 
12,944 
Common shares outstanding
279,748 
282,059 
Manufacturing group
 
 
Assets
 
 
Cash and equivalents
680 
1,163 
Accounts receivable, net
1,200 
979 
Inventories
4,017 
2,963 
Other current assets
578 
467 
Total current assets
6,475 
5,572 
Property, plant and equipment, less accumulated depreciation and amortization of $3,623 and $3,463
2,463 
2,215 
Goodwill
2,006 
1,735 
Other assets
2,511 
1,697 
Total assets
13,455 
11,219 
Liabilities
 
 
Current portion of long-term debt
358 
Accounts payable
1,166 
1,107 
Accrued liabilities
2,433 
1,888 
Total current liabilities
3,957 
3,003 
Other liabilities
2,450 
2,118 
Long-term debt
2,686 
1,923 
Total liabilities
9,093 
7,044 
Finance group
 
 
Assets
 
 
Cash and equivalents
135 
48 
Finance receivables, net
1,367 
1,493 
Other assets
178 
184 
Total assets
1,680 
1,725 
Liabilities
 
 
Other liabilities
251 
260 
Debt
1,213 
1,256 
Total liabilities
$ 1,464 
$ 1,516 
Consolidated Balance Sheets (Parenthetical) (USD $)
In Millions, unless otherwise specified
Jun. 28, 2014
Dec. 28, 2013
Consolidated Balance Sheets
 
 
Accumulated depreciation and amortization
$ 3,623 
$ 3,463 
Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Cash flows from operating activities
 
 
Net income
$ 229 
$ 232 
Less: Income (loss) from discontinued operations
(3)
Income from continuing operations
232 
229 
Non-cash items:
 
 
Depreciation and amortization
214 
192 
Deferred income taxes
(14)
42 
Other, net
56 
24 
Changes in assets and liabilities:
 
 
Accounts receivable, net
(96)
(169)
Inventories
(279)
(445)
Other assets
16 
(23)
Accounts payable
(98)
(61)
Accrued and other liabilities
208 
(374)
Income taxes, net
35 
(90)
Pension, net
17 
(55)
Captive finance receivables, net
67 
276 
Other operating activities, net
(5)
(8)
Net cash provided by (used in) operating activities of continuing operations
353 
(462)
Net cash used in operating activities of discontinued operations
(2)
(7)
Net cash provided by (used in) operating activities
351 
(469)
Cash flows from investing activities
 
 
Net cash used in acquisitions
(1,550)
(53)
Capital expenditures
(172)
(190)
Finance receivables repaid
58 
112 
Proceeds from sales of receivables and other finance assets
13 
53 
Other investing activities, net
10 
Net cash used in investing activities
(1,648)
(68)
Cash flows from financing activities
 
 
Proceeds from long-term debt
1,151 
402 
Principal payments on long-term and nonrecourse debt
(121)
(925)
Purchases of Textron common stock
(150)
 
Increase in short-term debt
 
366 
Settlement of convertible notes
 
(215)
Proceeds from settlement of capped call
 
75 
Dividends paid
(11)
(11)
Other financing activities, net
30 
13 
Net cash provided by (used in) financing activities
899 
(295)
Effect of exchange rate changes on cash and equivalents
(10)
Net decrease in cash and equivalents
(396)
(842)
Cash and equivalents at beginning of period
1,211 
1,413 
Cash and equivalents at end of period
815 
571 
Manufacturing Group
 
 
Cash flows from operating activities
 
 
Net income
222 
209 
Less: Income (loss) from discontinued operations
(3)
Income from continuing operations
225 
206 
Non-cash items:
 
 
Depreciation and amortization
207 
182 
Deferred income taxes
(5)
29 
Other, net
48 
44 
Changes in assets and liabilities:
 
 
Accounts receivable, net
(96)
(169)
Inventories
(272)
(460)
Other assets
16 
(23)
Accounts payable
(98)
(61)
Accrued and other liabilities
211 
(372)
Income taxes, net
31 
(98)
Pension, net
17 
(49)
Dividends received from Finance Group
 
30 
Capital contributions paid to Finance Group
 
(1)
Other operating activities, net
(1)
 
Net cash provided by (used in) operating activities of continuing operations
283 
(742)
Net cash used in operating activities of discontinued operations
(2)
(7)
Net cash provided by (used in) operating activities
281 
(749)
Cash flows from investing activities
 
 
Net cash used in acquisitions
(1,550)
(53)
Capital expenditures
(172)
(190)
Other investing activities, net
(5)
17 
Net cash used in investing activities
(1,727)
(226)
Cash flows from financing activities
 
 
Proceeds from long-term debt
1,093 
150 
Principal payments on long-term and nonrecourse debt
(1)
(312)
Purchases of Textron common stock
(150)
 
Increase in short-term debt
 
366 
Settlement of convertible notes
 
(215)
Proceeds from settlement of capped call
 
75 
Dividends paid
(11)
(11)
Other financing activities, net
30 
13 
Net cash provided by (used in) financing activities
961 
66 
Effect of exchange rate changes on cash and equivalents
(10)
Net decrease in cash and equivalents
(483)
(919)
Cash and equivalents at beginning of period
1,163 
1,378 
Cash and equivalents at end of period
680 
459 
Finance Group
 
 
Cash flows from operating activities
 
 
Net income
23 
Income from continuing operations
23 
Non-cash items:
 
 
Depreciation and amortization
10 
Deferred income taxes
(9)
13 
Other, net
(20)
Changes in assets and liabilities:
 
 
Accrued and other liabilities
(3)
(12)
Income taxes, net
Pension, net
 
(6)
Other operating activities, net
(4)
(8)
Net cash provided by (used in) operating activities of continuing operations
10 
Net cash provided by (used in) operating activities
10 
Cash flows from investing activities
 
 
Finance receivables repaid
222 
422 
Finance receivables originated or purchased
(97)
(78)
Proceeds from sales of receivables and other finance assets
13 
77 
Other investing activities, net
38 
Net cash used in investing activities
139 
459 
Cash flows from financing activities
 
 
Proceeds from long-term debt
58 
252 
Principal payments on long-term and nonrecourse debt
(120)
(613)
Dividends paid
 
(30)
Capital contributions paid to Finance group
 
Net cash provided by (used in) financing activities
(62)
(390)
Net decrease in cash and equivalents
87 
77 
Cash and equivalents at beginning of period
48 
35 
Cash and equivalents at end of period
$ 135 
$ 112 
Basis of Presentation
Basis of Presentation

Note 1.  Basis of Presentation

 

Our Consolidated Financial Statements include the accounts of Textron Inc. (Textron) and its majority-owned subsidiaries.  On March 14, 2014, we completed the acquisition of all of the outstanding equity interests in Beech Holdings, LLC, which included Beechcraft Corporation and other subsidiaries, (collectively “Beechcraft”). The results of Beechcraft have been included in our consolidated financial statements only for the period subsequent to the completion of the acquisition. As a result, the consolidated financial results for the six months ended June 28, 2014 do not reflect a full six months of Beechcraft operations.

 

We have prepared these unaudited consolidated financial statements in accordance with accounting principles generally accepted in the U.S. for interim financial information.  Accordingly, these interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements.  The consolidated interim financial statements included in this quarterly report should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 28, 2013.  In the opinion of management, the interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented.  The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

 

Our financings are conducted through two separate borrowing groups.  The Manufacturing group consists of Textron consolidated with its majority-owned subsidiaries that operate in the Bell, Textron Systems and Industrial segments, and the recently formed 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.  All significant intercompany transactions are eliminated from the Consolidated Financial Statements, including retail and wholesale financing activities for inventory sold by our Manufacturing group and financed by our Finance group.

 

Use of Estimates

 

We prepare our financial statements in conformity with generally accepted accounting principles, which require us to make estimates and assumptions that affect the amounts reported in the financial statements.  Actual results could differ from those estimates.  Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated Statements of Operations in the period that they are determined.

 

During 2014 and 2013, we changed our estimates of revenues and costs on certain long-term contracts that are accounted for under the percentage-of-completion method of accounting.  These changes in estimates increased income from continuing operations before income taxes in the second quarter of 2014 and 2013 by $38 million and $2 million, respectively, ($24 million and $1 million after tax, or $0.09 and $0.00 per diluted share, respectively). For the second quarter of 2014 and 2013, the gross favorable program profit adjustments totaled $41 million and $9 million, respectively, and the gross unfavorable program profit adjustments totaled $3 million and $7 million, respectively.  Gross favorable program profit adjustments for the second quarter of 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.

 

The changes in estimates increased income from continuing operations before income taxes in the first half of 2014 and 2013 by $59 million and $9 million, ($37 million and $6 million after tax, or $0.13 and $0.02 per diluted share, respectively).  For the first half of 2014 and 2013, the gross favorable program profit adjustments totaled $65 million and $18 million, respectively, and the gross unfavorable program profit adjustments totaled $6 million and $9 million, respectively.  Gross favorable program profit adjustments for the first half of 2014 included $16 million related to the ARH program as described above.

 

New Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) 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.

 

Business Acquisitions
Business Acquisitions

Note 2.  Business Acquisitions

 

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. We financed a portion of the purchase price with the issuance of $600 million in senior notes on January 30, 2014 and by drawing $500 million under the five-year term loan agreement entered into on January 24, 2014.  The balance was paid from cash on hand.

 

Beechcraft is a leading manufacturer of business, special mission, light attack and trainer aircraft, including the King Air turboprops, piston-engine Baron and Bonanza, and the T-6 trainer and AT-6 light attack military aircraft. Beechcraft also has a global network of both factory-owned and authorized service centers.  The acquisition of Beechcraft and the formation of the Textron Aviation segment provide increased scale and complementary product offerings, allowing us to strengthen our position across the aviation industry and enhance our ability to support our customers.

 

The consideration paid for this business was allocated on a preliminary basis to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.  Due to the size and breadth of this acquisition, additional time is necessary to complete the purchase accounting, primarily related to the fair values of certain assets and liabilities.  We will finalize the purchase accounting as soon as reasonably possible during the one-year-measurement period allowed under generally accepted accounting principles.  Any potential adjustments to the preliminary fair values could be material.  Our current preliminary allocation of the purchase price is presented below.

 

(In millions)

 

 

 

Accounts receivable

 

$

116

 

Inventories

 

770

 

Other current assets

 

179

 

Property, plant and equipment

 

260

 

Intangible assets

 

594

 

Goodwill

 

208

 

Other assets

 

185

 

Accounts payable

 

(143

)

Accrued liabilities

 

(293

)

Other liabilities

 

(398

)

Total net assets acquired

 

$

1,478

 

 

Goodwill of $208 million was primarily related to expected synergies from combining operations and the value of the existing workforce, and intangible assets of $594 million primarily included unpatented technology related to original equipment manufactured parts and designs and customer relationships valued at $386 million and trade names valued at $208 million.  The unpatented technology and customer relationships assets have a life of 15 years, resulting in amortization expense in the range of approximately $18 million to $32 million annually.  Substantially all of the trade names intangible asset has an indefinite life and therefore is not subject to amortization.

 

We acquired tax-deductible goodwill of approximately $260 million in this transaction. We also recorded unrecognized tax benefits of approximately $90 million at the acquisition date.

 

In connection with the integration of Beechcraft, we initiated a restructuring program in our Textron Aviation segment in the first quarter of 2014 to align the Cessna and Beechcraft businesses, reduce operating redundancies and maximize efficiencies. We expect to incur costs for this program related to employee terminations, facility consolidations, contract terminations and other transition-related costs, and estimate that this program will result in charges of approximately $35 million in 2014.  We expect to incur additional costs in 2015, but do not expect these costs to be material.   In the second quarter and first half of 2014, we recorded charges of $20 million and $25 million, respectively, related to restructuring activities that were included in the Acquisition and restructuring costs line on the Consolidated Statements of Operations.  In addition, we incurred transaction costs related to the acquisition of $11 million during the first quarter of 2014 that were also included in the Acquisition and restructuring costs line.

 

Other 2014 Acquisitions

 

During the first half of 2014, we made aggregate cash payments of $71 million for the following acquisitions within our Industrial segment:

 

·         Tug Technologies Corporation, a manufacturer of ground support equipment in the aviation industry, acquired on May 2, 2014.

·         The assets of Dixie Chopper, a manufacturer of zero-turn radius mowers for the commercial and residential markets, acquired on February 6, 2014.

 

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 June 28, 2014, revenues related to these acquisitions totaled $452 million and $558 million for the three- and six-month periods, respectively.  The cost structures of Beechcraft and Cessna 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.

 

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 acquisition 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 acquisition.

 

 

 

Three Months Ended

 

Six Months Ended

 

(In millions, except per share amounts)

 

June 28,
2014

 

June 29,
2013

 

June 28,
2014

 

June 29,
2013

 

Revenues

 

$    3,513

 

$    3,296

 

$    6,715

 

$    6,599

 

Income from continuing operations, net of income taxes

 

181

 

102

 

293

 

201

 

Diluted earnings per share from continuing operations

 

$0.64

 

$0.36

 

$1.04

 

$0.70

 

 

Certain pro-forma adjustments were made to reflect the allocation of the preliminary purchase price to the acquired net assets including depreciation and intangible amortization expense, resulting from the valuation of tangible and intangible assets, and amortization of inventory fair value step-up adjustments, along with the related tax effects.  The pro-forma results for 2013 were also adjusted to include transaction and restructuring costs of $20 million and $36 million for the three- and six-month periods, respectively, 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.

 

Retirement Plans
Retirement Plans

Note 3.  Retirement Plans

 

We provide defined benefit pension plans and other postretirement benefits to eligible employees. The components of net periodic benefit cost for these plans are as follows:

 

 

 

Pension Benefits

 

Postretirement Benefits
Other Than Pensions

 

(In millions)

 

June 28,
2014

 

 

June 29,
2013

 

June 28,
2014

 

 

June 29,
2013

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$      27

 

 

$      34

 

$      1

 

 

$      2

 

Interest cost

 

85

 

 

73

 

5

 

 

5

 

Expected return on plan assets

 

(117

)

 

(105

)

 

 

 

Amortization of prior service cost (credit)

 

4

 

 

3

 

(5

)

 

(2

)

Amortization of net actuarial loss

 

28

 

 

46

 

 

 

1

 

Net periodic benefit cost

 

$      27

 

 

$      51

 

$      1

 

 

$      6

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$      54

 

 

$      67

 

$      2

 

 

$      4

 

Interest cost

 

164

 

 

146

 

10

 

 

10

 

Expected return on plan assets

 

(228

)

 

(210

)

 

 

 

Amortization of prior service cost (credit)

 

8

 

 

7

 

(11

)

 

(5

)

Amortization of net actuarial loss

 

56

 

 

92

 

1

 

 

3

 

Net periodic benefit cost

 

$      54

 

 

$     102

 

$     2

 

 

$      12

 

 

Earnings Per Share
Earnings Per Share

Note 4.  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 from the counterparty for $150 million. The initial delivery of shares resulted in an immediate reduction of the outstanding shares used to calculate the weighted average common shares for basic and diluted earnings per share. The ASR is scheduled to settle in December 2014. Upon final settlement of the ASR, we may receive additional shares or pay additional cash or shares, at our option, based on the daily volume weighted average market price (VWAP) of our common stock over the course of the calculation period, less a discount. We intend to settle any amount payable by us in shares. At June 28, 2014, based on the VWAP through that date, we would be required to issue to the counterparty approximately 442,000 shares to settle the ASR. For accounting purposes, the ASR is considered a treasury stock purchase for the 4.3 million shares delivered to us by the counterparty, and a forward contract indexed to our common stock for the shares to be delivered upon settlement, if any. The forward contract is not required to be separately accounted for as a derivative.

 

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, restricted stock units and shares that would have been delivered if the ASR were settled at June 28, 2014. In addition, for the first half of 2013, prior to the maturity of our convertible notes on May 1, 2013 as disclosed in Note 7 of our 2013 Annual Report on Form 10-K, diluted EPS included 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:

 

 

 

Three Months Ended

 

Six Months Ended

 

(In thousands)

 

June 28,
2014

 

June 29,
2013

 

June 28,
2014

 

June 29,
2013

 

Basic weighted-average shares outstanding

 

280,280

 

280,163

 

280,715

 

276,682

 

Dilutive effect of:

 

 

 

 

 

 

 

 

 

Stock options and restricted stock units

 

2,042

 

117

 

2,072

 

227

 

ASR

 

442

 

 

312

 

 

Convertible notes and warrants

 

 

3,544

 

 

9,360

 

Diluted weighted-average shares outstanding

 

282,764

 

283,824

 

283,099

 

286,269

 

 

Stock options to purchase 2 million shares of common stock outstanding are excluded from our calculation of diluted weighted-average shares outstanding for the three and six months ended June 28, 2014, as their effect would have been anti-dilutive.  Stock options to purchase 6 million shares of common stock outstanding are excluded from our calculation of diluted weighted-average shares outstanding for both the three and six months ended June 29, 2013, as their effect would have been anti-dilutive.

 

Accounts Receivable and Finance Receivables
Accounts Receivable and Finance Receivables

Note 5.  Accounts Receivable and Finance Receivables

 

Accounts Receivable

Accounts receivable is composed of the following:

 

(In millions)

 

June 28,
2014

 

 

December 28,
2013

 

Commercial

 

$

900

 

 

$

654

 

U.S. Government contracts

 

325

 

 

347

 

 

 

1,225

 

 

1,001

 

Allowance for doubtful accounts

 

(25

)

 

(22

)

Total

 

$

1,200

 

 

$

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 $146 million at June 28, 2014 and $163 million at December 28, 2013.

 

Finance Receivables

Finance receivables by classification are presented in the following table:

 

(In millions)

 

June 28,
2014

 

December 28,
2013

 

Finance receivables held for investment

 

$

1,384

 

$

1,483

 

Allowance for losses

 

(54

)

(55

)

Total finance receivables held for investment, net

 

1,330

 

1,428

 

Finance receivables held for sale

 

37

 

65

 

Total finance receivables, net

 

$

1,367

 

$

1,493

 

 

Credit Quality Indicators and Nonaccrual Finance Receivables

 

We internally assess the quality of our finance receivables based on a number of key credit quality indicators and statistics such as delinquency, loan balance to estimated collateral value and the financial strength of individual borrowers and guarantors.  Because many of these indicators are difficult to apply across an entire class of receivables, we evaluate individual loans on a quarterly basis and classify these loans into three categories based on the key credit quality indicators for the individual loan.  These three categories are performing, watchlist and nonaccrual.

 

We classify finance receivables as nonaccrual if credit quality indicators suggest full collection of principal and interest is doubtful.  In addition, we automatically classify accounts as nonaccrual once they are contractually delinquent by more than three months unless collection of principal and interest is not doubtful.  Recognition of interest income is suspended for these accounts and all cash collections are used to reduce the net investment balance.  We resume the accrual of interest when the loan becomes contractually current through payment according to the original terms of the loan or, if a loan has been modified, following a period of performance under the terms of the modification, provided we conclude that collection of all principal and interest is no longer doubtful.  Previously suspended interest income is recognized at that time.  Accounts are classified as watchlist when credit quality indicators have deteriorated as compared with typical underwriting criteria, and we believe collection of full principal and interest is probable but not certain.  All other finance receivables that do not meet the watchlist or nonaccrual categories are classified as performing.

 

A summary of finance receivables categorized based on the credit quality indicators discussed above is as follows:

 

(In millions)

 

June 28,
2014

 

December 28,
2013

 

Performing

 

$

1,176

 

$

1,285

 

Watchlist

 

120

 

93

 

Nonaccrual

 

88

 

105

 

Total

 

$

1,384

 

$

1,483

 

Nonaccrual as a percentage of total finance receivables

 

6.36

%

7.08

%

 

We measure delinquency based on the contractual payment terms of our loans and leases.  In determining the delinquency aging category of an account, any/all principal and interest received is applied to the most past-due principal and/or interest amounts due.  If a significant portion of the contractually due payment is delinquent, the entire finance receivable balance is reported in accordance with the most past-due delinquency aging category.

 

Finance receivables by delinquency aging category are summarized in the table below:

 

(In millions)

 

June 28,
2014

 

December 28,
2013

 

Less than 31 days past due

 

$

1,201

 

$

1,295

 

31-60 days past due

 

87

 

108

 

61-90 days past due

 

76

 

37

 

Over 90 days past due

 

20

 

43

 

Total

 

$

1,384

 

$

1,483

 

 

There were no significant accrual status loans greater than 90 days past due at June 28, 2014.  Accrual status loans that were greater than 90 days past due totaled $5 million at December 28, 2013.  At June 28, 2014 and December 28, 2013, 60+ days contractual delinquency as a percentage of finance receivables was 6.94% and 5.39%, respectively.

 

Loan Modifications

 

Troubled debt restructurings occur when we have either modified the contract terms of finance receivables for borrowers experiencing financial difficulties or accepted a transfer of assets in full or partial satisfaction of the loan balance.  The types of modifications we typically make include extensions of the original maturity date of the contract, delays in the timing of required principal payments and deferrals of interest payments. The changes effected by modifications made during the first half of 2014 and 2013 to finance receivables were not material.

 

Impaired Loans

 

On a quarterly basis, we evaluate individual finance receivables for impairment in non-homogeneous portfolios and larger balance accounts in homogeneous loan portfolios. A finance receivable is considered impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement based on our review of the credit quality indicators discussed above. Impaired finance receivables include both nonaccrual accounts and accounts for which full collection of principal and interest remains probable, but the account’s original terms have been, or are expected to be, significantly modified. If the modification specifies an interest rate equal to or greater than a market rate for a finance receivable with comparable risk, the account is not considered impaired in years subsequent to the modification. Interest income recognized on impaired loans was not significant in the first half of 2014 or 2013.

 

A summary of impaired finance receivables, excluding leveraged leases, and the average recorded investment is provided below:

 

(In millions)

 

June 28,
2014

 

 

December 28,
2013

 

Recorded investment:

 

 

 

 

 

 

Impaired loans with related allowance for losses

 

$

66

 

 

$

59

 

Impaired loans with no related allowance for losses

 

34

 

 

78

 

Total

 

$

100

 

 

$

137

 

Unpaid principal balance

 

$

104

 

 

$

141

 

Allowance for losses on impaired loans

 

18

 

 

14

 

Average recorded investment

 

111

 

 

155

 

 

A summary of the allowance for losses on finance receivables that are evaluated on an individual basis and on a collective basis is provided below. The finance receivables included in the table below excludes leveraged leases in accordance with generally accepted accounting principles.

 

(In millions)

 

June 28,
2014

 

 

December 28,
2013

 

Allowance based on collective evaluation

 

$

36

 

 

$

41

 

Allowance based on individual evaluation

 

18

 

 

14

 

Finance receivables evaluated collectively

 

$

1,164

 

 

$

1,226

 

Finance receivables evaluated individually

 

100

 

 

137

 

 

Allowance for Losses

 

We maintain the allowance for losses on finance receivables at a level considered adequate to cover inherent losses in the portfolio based on management’s evaluation. For larger balance accounts specifically identified as impaired, a reserve is established based on comparing the expected future cash flows, discounted at the finance receivable’s effective interest rate, or the fair value of the underlying collateral if the finance receivable is collateral dependent, to its carrying amount. The expected future cash flows consider collateral value; financial performance and liquidity of our borrower; existence and financial strength of guarantors; estimated recovery costs, including legal expenses; and costs associated with the repossession and eventual disposal of collateral. When there is a range of potential outcomes, we perform multiple discounted cash flow analyses and weight the potential outcomes based on their relative likelihood of occurrence. The evaluation of our portfolio is inherently subjective, as it requires estimates, including the amount and timing of future cash flows expected to be received on impaired finance receivables and the estimated fair value of the underlying collateral, which may differ from actual results. While our analysis is specific to each individual account, critical factors included in this analysis are industry valuation guides, age and physical condition of the collateral, payment history and existence and financial strength of guarantors.

 

We also establish an allowance for losses to cover probable but specifically unknown losses existing in the portfolio. The allowance is established as a percentage of non-recourse finance receivables, which have not been identified as requiring specific reserves. The percentage is based on a combination of factors, including historical loss experience, current delinquency and default trends, collateral values and both general economic and specific industry trends. Finance receivables are charged off at the earlier of the date the collateral is repossessed or when no payment has been received for six months, unless management deems the receivable collectible.

 

A rollforward of the allowance for losses on finance receivables is provided below:

 

 

 

Six Months Ended

 

(In millions)

 

June 28,
2014

 

June 29,
2013

 

Balance at the beginning of period

 

$

55

 

$

84

 

Provision for losses

 

6

 

(16

)

Charge-offs

 

(10

)

(8

)

Recoveries

 

3

 

7

 

Balance at the end of period

 

$

54

 

$

67

 

 

Inventories
Inventories

Note 6.  Inventories

 

Inventories are composed of the following:

 

(In millions)

 

June 28,
2014

 

December 28,
2013

 

Finished goods

 

$

1,641

 

$

1,276

 

Work in process

 

2,876

 

2,477

 

Raw materials and components

 

591

 

407

 

 

 

5,108

 

4,160

 

Progress/milestone payments

 

(1,091

)

(1,197

)

Total

 

$

4,017

 

$

2,963

 

 

Accrued Liabilities
Accrued Liabilities

Note 7.  Accrued Liabilities

 

We provide limited warranty and product maintenance programs, including parts and labor, for certain products for periods ranging from one to five years. Changes in our warranty and product maintenance liabilities are as follows:

 

 

 

 

Six Months Ended

 

(In millions)

 

June 28,
2014

 

June 29,
2013

 

Accrual at the beginning of period

 

$

223

 

$

222

 

Provision

 

151

 

132

 

Settlements

 

(144

)

(137

)

Acquisitions

 

58

 

 

Adjustments*

 

(6

)

 

Accrual at the end of period

 

$

282

 

$

217

 

 

 

* Adjustments include changes to prior year estimates, new issues on prior year sales and currency translation adjustments.

 

Debt
Debt

Note 8.  Debt

 

On January 24, 2014, we entered into a five-year term loan agreement with a syndicate of banks in the principal amount of $500 million. On January 30, 2014, we issued $250 million in 3.65% notes due 2021 and $350 million in 4.30% notes due 2024 under our shelf registration statement.  Upon the closing of the Beechcraft acquisition on March 14, 2014, we fully drew down on the five-year term loan and used the cash, along with the net proceeds of the issuance of the notes, to finance a portion of the acquisition.

 

Accumulated Other Comprehensive Loss and Other Comprehensive Income
Accumulated Other Comprehensive Loss and Other Comprehensive Income

Note 9.  Accumulated Other Comprehensive Loss and Other Comprehensive Income

 

The components of Accumulated Other Comprehensive Loss are presented below:

 

(In millions)

 

Foreign
Currency
Translation
Adjustments

 

Pension and
Postretirement Benefits
Adjustments

 

Deferred
Gains/Losses

on Hedge
 Contracts

 

Accumulated
Other
Comprehensive Loss

 

For the six months ended June 28, 2014

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

93

 

$

(1,110

)

$

(10)

 

$

(1,027)

 

Other comprehensive income (loss) before reclassifications

 

(4

)

9

 

2

 

7

 

Amounts reclassified from Accumulated Other Comprehensive Loss

 

 

36

 

5

 

41

 

Other comprehensive income (loss)

 

(4

)

45

 

7

 

48

 

Ending balance

 

$

89

 

$

(1,065

)

$

(3)

 

$

(979)

 

For the six months ended June 29, 2013

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

81

 

$

(1,857

)

$

6

 

$

(1,770)

 

Other comprehensive loss before reclassifications

 

(9

)

 

(11)

 

(20)

 

Amounts reclassified from Accumulated Other Comprehensive Loss

 

 

63

 

(2)

 

61

 

Other comprehensive income (loss)

 

(9

)

63

 

(13)

 

41

 

Ending balance

 

$

72

 

$

(1,794

)

$

(7)

 

$

(1,729)

 

 

The before and after-tax components of Other Comprehensive Income are presented below:

 

(In millions)

 

Pre-Tax
Amount

 

Tax
(Expense)
 Benefit

 

After-Tax
Amount

 

For the three months ended June 28, 2014

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

Amortization of net actuarial loss*

 

$

28

 

$

(10

)

$

18

 

Amortization of prior service credit*

 

(1

)

1

 

 

Amendment to postretirement benefit plan

 

15

 

(6

)

9

 

Pension and postretirement benefits adjustments, net

 

42

 

(15

)

27

 

Deferred gains/losses on hedge contracts:

 

 

 

 

 

 

 

Current deferrals

 

13

 

(2

)

11

 

Reclassification adjustments

 

5

 

(2

)

3

 

Deferred gains/losses on hedge contracts, net

 

18

 

(4

)

14

 

Foreign currency translation adjustments

 

 

2

 

2

 

Total

 

$

60

 

$

(17

)

$

43

 

For the three months ended June 29, 2013

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

Amortization of net actuarial loss*

 

$

47

 

$

(16

)

$

31

 

Amortization of prior service cost*

 

1

 

(1

)

 

Pension and postretirement benefits adjustments, net

 

48

 

(17

)

31

 

Deferred gains/losses on hedge contracts:

 

 

 

 

 

 

 

Current deferrals

 

(8

)

2

 

(6

)

Reclassification adjustments

 

(1

)

1

 

 

Deferred gains/losses on hedge contracts, net

 

(9

)

3

 

(6

)

Foreign currency translation adjustments

 

 

1

 

1

 

Total

 

$

39

 

$

(13

)

$

26

 

For the six months ended June 28, 2014

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

Amortization of net actuarial loss*

 

$

57

 

$

(20

)

$

37

 

Amortization of prior service credit*

 

(3

)

2

 

(1

)

Amendment to postretirement benefit plan

 

15

 

(6

)

9

 

Pension and postretirement benefits adjustments, net

 

69

 

(24

)

45

 

Deferred gains/losses on hedge contracts:

 

 

 

 

 

 

 

Current deferrals

 

2

 

 

2

 

Reclassification adjustments

 

7

 

(2

)

5

 

Deferred gains/losses on hedge contracts, net

 

9

 

(2

)

7

 

Foreign currency translation adjustments

 

(7

)

3

 

(4

)

Total

 

$

71

 

$

(23

)

$

48

 

For the six months ended June 29, 2013

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

Amortization of net actuarial loss*

 

$

95

 

$

(33

)

$

62

 

Amortization of prior service cost*

 

2

 

(1

)

1

 

Pension and postretirement benefits adjustments, net

 

97

 

(34

)

63

 

Deferred gains/losses on hedge contracts:

 

 

 

 

 

 

 

Current deferrals

 

(14

)

3

 

(11

)

Reclassification adjustments

 

(3

)

1

 

(2

)

Deferred gains/losses on hedge contracts, net

 

(17

)

4

 

(13

)

Foreign currency translation adjustments

 

(2

)

(7

)

(9

)

Total

 

$

78

 

$

(37

)

$

41

 

*These components of other comprehensive income are included in the computation of net periodic pension cost.  See Note 11 of our 2013 Annual Report on Form 10-K for additional information.

 

Commitments and Contingencies
Commitments and Contingencies

Note 10.  Commitments and Contingencies

 

We are subject to legal proceedings and other claims arising out of the conduct of our business, including proceedings and claims relating to commercial and financial transactions; government contracts; alleged lack of compliance with applicable laws and regulations; production partners; product liability; patent and trademark infringement; employment disputes; and environmental, safety and health matters.  Some of these legal proceedings and claims seek damages, fines or penalties in substantial amounts or remediation of environmental contamination. As a government contractor, we are subject to audits, reviews and investigations to determine whether our operations are being conducted in accordance with applicable regulatory requirements. Under federal government procurement regulations, certain claims brought by the U.S. Government could result in our suspension or debarment from U.S. Government contracting for a period of time. On the basis of information presently available, we do not believe that existing proceedings and claims will have a material effect on our financial position or results of operations.

 

Derivative Instruments and Fair Value Measurements
Derivative Instruments and Fair Value Measurements

Note 11.  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 June 28, 2014 and December 28, 2013, we had foreign currency exchange contracts with notional amounts upon which the contracts were based of $737 million and $636 million, respectively.  At June 28, 2014, the fair value amounts of our foreign currency exchange contracts were a $2 million asset and a $3 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 June 28, 2014, we had a net deferred loss of $3 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 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.

 

Our Finance group has entered into interest rate exchange contracts to mitigate exposure to changes in the fair value of its fixed-rate receivables and debt due to fluctuations in interest rates.  These interest rate exchange contracts are not exchange traded and are measured at fair value utilizing widely accepted, third-party developed valuation models.  The actual terms of each individual contract are entered into a valuation model, along with interest rate data, which is based on readily observable market data published by third-party leading financial news and data providers.  At June 28, 2014 and December 28, 2013, we had interest rate exchange contracts with notional amounts upon which the contracts were based of $179 million and $229 million, respectively.  The fair value amounts of our interest rate exchange contracts were a $2 million asset and a $4 million liability at June 28, 2014.  At December 28, 2013, the fair value amounts of our interest rate exchange contracts were a $2 million asset and $5 million liability.

 

Our exposure to loss from nonperformance by the counterparties to our derivative agreements at June 28, 2014 was minimal.  We do not anticipate nonperformance by counterparties in the periodic settlements of amounts due. We historically have minimized this potential for risk by entering into contracts exclusively with major, financially sound counterparties having no less than a long-term bond rating of A.  The credit risk generally is limited to the amount by which the counterparties’ contractual obligations exceed our obligations to the counterparty.  We continuously monitor our exposures to ensure that we limit our risks.

 

Assets Recorded at Fair Value on a Nonrecurring Basis

During the periods ended June 28, 2014 and December 28, 2013, the Finance group’s impaired nonaccrual finance receivables of $48 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 and primarily related to initial fair value adjustments. These charges totaled $6 million and $11 million for the three and six months ended June 28, 2014, respectively, and $2 million and $5 million for the three and six months ended June 29, 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:

 

 

 

June 28, 2014

 

December 28, 2013

 

(In millions)

 

Carrying
Value

 

Estimated Fair
Value

 

Carrying
Value

 

Estimated Fair
Value

 

Manufacturing group

 

 

 

 

 

 

 

 

 

Long-term debt, excluding leases

 

$  (2,971

)

$  (3,212)

 

$  (1,854

)

$  (2,027)

 

Finance group

 

 

 

 

 

 

 

 

 

Finance receivables held for investment, excluding leases

 

1,128

 

1,201

 

1,231

 

1,290

 

Debt

 

(1,213

)

(1,218)

 

(1,256

)

(1,244)

 

 

Fair value for the Manufacturing group debt is determined using market observable data for similar transactions or Level 2 inputs.  At June 28, 2014 and December 28, 2013, approximately 31% and 30%, respectively, of the fair value of term debt for the Finance group was determined based on observable market transactions (Level 1).  The remaining Finance group debt was determined based on discounted cash flow analyses using observable market inputs from debt with similar duration, subordination and credit default expectations (Level 2). Fair value estimates for finance receivables held for investment were determined based on internally developed discounted cash flow models primarily utilizing significant unobservable inputs (Level 3), which include estimates of the rate of return, financing cost, capital structure and/or discount rate expectations of current market participants combined with estimated loan cash flows based on credit losses, payment rates and expectations of borrowers’ ability to make payments on a timely basis.

 

Income Tax Expense
Income Tax Expense

Note 12.  Income Tax Expense

 

Income tax expense equated to an effective income tax rate of 31.0% and 30.7% in the second quarter and the first half of 2014, respectively, compared with the U.S. federal statutory income tax rate of 35.0%.  In the second quarter and first half of 2014, the difference between the statutory and the effective income tax rate was primarily due to benefits from income attributable to international operations in countries with lower tax rates.

 

Income tax expense equated to an effective income tax rate of 30.1% and 25.2% in the second quarter and first half of 2013, respectively, compared with the U.S. federal statutory income tax rate of 35.0%.  In the second quarter of 2013, the difference between the statutory and the effective income tax rate was primarily due to benefits from income attributable to international operations in countries with lower tax rates.  In the first half of 2013, the difference between the statutory and the effective income tax rate was primarily due to benefits from income attributable to international operations in countries with lower tax rates and a favorable impact of five percentage points, resulting from the retroactive reinstatement and extension of the Federal Research and Development Tax Credit as part of the American Taxpayer Relief Act of 2012 enacted on January 2, 2013, which primarily impacted the first quarter of 2013.

 

Segment Information
Segment Information

Note 13.  Segment Information

 

We operate in, and report financial information for, the following five business segments: Bell, Textron Systems, Industrial, Finance and the recently formed Textron Aviation segment as discussed in Note 1.

 

Segment profit is an important measure used for evaluating performance and for decision-making purposes. Segment profit for the manufacturing segments excludes interest expense, certain corporate expenses and acquisition and restructuring costs related to the Beechcraft acquisition. The measurement for the Finance segment includes interest income and expense along with intercompany interest expense. Our revenues by segment and a reconciliation of segment profit to income from continuing operations before income taxes are as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

(In millions)

 

  June 28,
2014

 

June 29,
2013

 

  June 28,
2014

 

June 29,
2013

 

REVENUES

 

 

 

 

 

 

 

 

 

Manufacturing group

 

 

 

 

 

 

 

 

 

Textron Aviation

 

$

1,183

 

$

560

 

$

1,968

 

$

1,268

 

Bell

 

1,119

 

1,025

 

1,992

 

1,974

 

Textron Systems

 

282

 

422

 

645

 

851

 

Industrial

 

894

 

801

 

1,691

 

1,528

 

 

 

3,478

 

2,808

 

6,296

 

5,621

 

Finance segment

 

27

 

31

 

56

 

73

 

Total revenues

 

$

3,505

 

$

2,839

 

$

6,352

 

$

5,694

 

SEGMENT PROFIT

 

 

 

 

 

 

 

 

 

Manufacturing Group

 

 

 

 

 

 

 

 

 

Textron Aviation

 

$

28

 

$

(50

)

$

42

 

$

(58

)

Bell

 

141

 

135

 

237

 

264

 

Textron Systems

 

34

 

34

 

73

 

72

 

Industrial

 

94

 

79

 

160

 

136

 

 

 

297

 

198

 

512

 

414

 

Finance segment

 

7

 

15

 

11

 

34

 

Segment profit

 

304

 

213

 

523

 

448

 

Corporate expenses and other, net

 

(38)

 

(20

)

(81)

 

(75

)

Interest expense, net for Manufacturing group

 

(36)

 

(30

)

(71)

 

(67

)

Acquisition and restructuring costs

 

(20)

 

 

(36)

 

 

Income from continuing operations before income taxes

 

$

210

 

$

163

 

$

335

 

$

306

 

 

Basis of Presentation (Policies)

Use of Estimates

 

We prepare our financial statements in conformity with generally accepted accounting principles, which require us to make estimates and assumptions that affect the amounts reported in the financial statements.  Actual results could differ from those estimates.  Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated Statements of Operations in the period that they are determined.

 

During 2014 and 2013, we changed our estimates of revenues and costs on certain long-term contracts that are accounted for under the percentage-of-completion method of accounting.  These changes in estimates increased income from continuing operations before income taxes in the second quarter of 2014 and 2013 by $38 million and $2 million, respectively, ($24 million and $1 million after tax, or $0.09 and $0.00 per diluted share, respectively). For the second quarter of 2014 and 2013, the gross favorable program profit adjustments totaled $41 million and $9 million, respectively, and the gross unfavorable program profit adjustments totaled $3 million and $7 million, respectively.  Gross favorable program profit adjustments for the second quarter of 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.

 

The changes in estimates increased income from continuing operations before income taxes in the first half of 2014 and 2013 by $59 million and $9 million, ($37 million and $6 million after tax, or $0.13 and $0.02 per diluted share, respectively).  For the first half of 2014 and 2013, the gross favorable program profit adjustments totaled $65 million and $18 million, respectively, and the gross unfavorable program profit adjustments totaled $6 million and $9 million, respectively.  Gross favorable program profit adjustments for the first half of 2014 included $16 million related to the ARH program as described above.

 

New Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) 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.

 

Business Acquisitions (Tables)

 

 

(In millions)

 

 

 

Accounts receivable

 

$

116

 

Inventories

 

770

 

Other current assets

 

179

 

Property, plant and equipment

 

260

 

Intangible assets

 

594

 

Goodwill

 

208

 

Other assets

 

185

 

Accounts payable

 

(143

)

Accrued liabilities

 

(293

)

Other liabilities

 

(398

)

Total net assets acquired

 

$

1,478

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

(In millions, except per share amounts)

 

June 28,
2014

 

June 29,
2013

 

June 28,
2014

 

June 29,
2013

 

Revenues

 

$    3,513

 

$    3,296

 

$    6,715

 

$    6,599

 

Income from continuing operations, net of income taxes

 

181

 

102

 

293

 

201

 

Diluted earnings per share from continuing operations

 

$0.64

 

$0.36

 

$1.04

 

$0.70

 

 

Retirement Plans (Tables)
Components of net periodic benefit cost

 

 

 

 

Pension Benefits

 

Postretirement Benefits
Other Than Pensions

 

(In millions)

 

June 28,
2014

 

 

June 29,
2013

 

June 28,
2014

 

 

June 29,
2013

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$      27

 

 

$      34

 

$      1

 

 

$      2

 

Interest cost

 

85

 

 

73

 

5

 

 

5

 

Expected return on plan assets

 

(117

)

 

(105

)

 

 

 

Amortization of prior service cost (credit)

 

4

 

 

3

 

(5

)

 

(2

)

Amortization of net actuarial loss

 

28

 

 

46

 

 

 

1

 

Net periodic benefit cost

 

$      27

 

 

$      51

 

$      1

 

 

$      6

 

Six Months Ended

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$      54

 

 

$      67

 

$      2

 

 

$      4

 

Interest cost

 

164

 

 

146

 

10

 

 

10

 

Expected return on plan assets

 

(228

)

 

(210

)

 

 

 

Amortization of prior service cost (credit)

 

8

 

 

7

 

(11

)

 

(5

)

Amortization of net actuarial loss

 

56

 

 

92

 

1

 

 

3

 

Net periodic benefit cost

 

$      54

 

 

$     102

 

$     2

 

 

$      12

 

 

Earnings Per Share (Tables)
Weighted-average shares outstanding for basic and diluted EPS

 

 

 

 

Three Months Ended

 

Six Months Ended

 

(In thousands)

 

June 28,
2014

 

June 29,
2013

 

June 28,
2014

 

June 29,
2013

 

Basic weighted-average shares outstanding

 

280,280

 

280,163

 

280,715

 

276,682

 

Dilutive effect of:

 

 

 

 

 

 

 

 

 

Stock options and restricted stock units

 

2,042

 

117

 

2,072

 

227

 

ASR

 

442

 

 

312

 

 

Convertible notes and warrants

 

 

3,544

 

 

9,360

 

Diluted weighted-average shares outstanding

 

282,764

 

283,824

 

283,099

 

286,269

 

 

Accounts Receivable and Finance Receivables (Tables)

 

 

(In millions)

 

June 28,
2014

 

 

December 28,
2013

 

Commercial

 

$

900

 

 

$

654

 

U.S. Government contracts

 

325

 

 

347

 

 

 

1,225

 

 

1,001

 

Allowance for doubtful accounts

 

(25

)

 

(22

)

Total

 

$

1,200

 

 

$

979

 

 

 

 

(In millions)

 

June 28,
2014

 

December 28,
2013

 

Finance receivables held for investment

 

$

1,384

 

$

1,483

 

Allowance for losses

 

(54

)

(55

)

Total finance receivables held for investment, net

 

1,330

 

1,428

 

Finance receivables held for sale

 

37

 

65

 

Total finance receivables, net

 

$

1,367

 

$

1,493

 

 

 

 

(In millions)

 

June 28,
2014

 

December 28,
2013

 

Performing

 

$

1,176

 

$

1,285

 

Watchlist

 

120

 

93

 

Nonaccrual

 

88

 

105

 

Total

 

$

1,384

 

$

1,483

 

Nonaccrual as a percentage of total finance receivables

 

6.36

%

7.08

%

 

 

 

(In millions)

 

June 28,
2014

 

December 28,
2013

 

Less than 31 days past due

 

$

1,201

 

$

1,295

 

31-60 days past due

 

87

 

108

 

61-90 days past due

 

76

 

37

 

Over 90 days past due

 

20

 

43

 

Total

 

$

1,384

 

$

1,483

 

 

 

 

(In millions)

 

June 28,
2014

 

 

December 28,
2013

 

Recorded investment:

 

 

 

 

 

 

Impaired loans with related allowance for losses

 

$

66

 

 

$

59

 

Impaired loans with no related allowance for losses

 

34

 

 

78

 

Total

 

$

100

 

 

$

137

 

Unpaid principal balance

 

$

104

 

 

$

141

 

Allowance for losses on impaired loans

 

18

 

 

14

 

Average recorded investment

 

111

 

 

155

 

 

 

 

(In millions)

 

June 28,
2014

 

 

December 28,
2013

 

Allowance based on collective evaluation

 

$

36

 

 

$

41

 

Allowance based on individual evaluation

 

18

 

 

14

 

Finance receivables evaluated collectively

 

$

1,164

 

 

$

1,226

 

Finance receivables evaluated individually

 

100

 

 

137

 

 

 

 

 

 

Six Months Ended

 

(In millions)

 

June 28,
2014

 

June 29,
2013

 

Balance at the beginning of period

 

$

55

 

$

84

 

Provision for losses

 

6

 

(16

)

Charge-offs

 

(10

)

(8

)

Recoveries

 

3

 

7

 

Balance at the end of period

 

$

54

 

$

67

 

 

Inventories (Tables)
Inventories

 

 

(In millions)

 

June 28,
2014

 

December 28,
2013

 

Finished goods

 

$

1,641

 

$

1,276

 

Work in process

 

2,876

 

2,477

 

Raw materials and components

 

591

 

407

 

 

 

5,108

 

4,160

 

Progress/milestone payments

 

(1,091

)

(1,197

)

Total

 

$

4,017

 

$

2,963

 

 

Accrued Liabilities (Tables)
Changes in warranty and product maintenance liability

 

 

 

 

 

Six Months Ended

 

(In millions)

 

June 28,
2014

 

June 29,
2013

 

Accrual at the beginning of period

 

$

223

 

$

222

 

Provision

 

151

 

132

 

Settlements

 

(144

)

(137

)

Acquisitions

 

58

 

 

Adjustments*

 

(6

)

 

Accrual at the end of period

 

$

282

 

$

217

 

 

 

* Adjustments include changes to prior year estimates, new issues on prior year sales and currency translation adjustments.

 

Accumulated Other Comprehensive Loss and Other Comprehensive Income (Tables)

 

 

(In millions)

 

Foreign
Currency
Translation
Adjustments

 

Pension and
Postretirement Benefits
Adjustments

 

Deferred
Gains/Losses

on Hedge
 Contracts

 

Accumulated
Other
Comprehensive Loss

 

For the six months ended June 28, 2014

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

93

 

$

(1,110

)

$

(10)

 

$

(1,027)

 

Other comprehensive income (loss) before reclassifications

 

(4

)

9

 

2

 

7

 

Amounts reclassified from Accumulated Other Comprehensive Loss

 

 

36

 

5

 

41

 

Other comprehensive income (loss)

 

(4

)

45

 

7

 

48

 

Ending balance

 

$

89

 

$

(1,065

)

$

(3)

 

$

(979)

 

For the six months ended June 29, 2013

 

 

 

 

 

 

 

 

 

Beginning balance

 

$

81

 

$

(1,857

)

$

6

 

$

(1,770)

 

Other comprehensive loss before reclassifications

 

(9

)

 

(11)

 

(20)

 

Amounts reclassified from Accumulated Other Comprehensive Loss

 

 

63

 

(2)

 

61

 

Other comprehensive income (loss)

 

(9

)

63

 

(13)

 

41

 

Ending balance

 

$

72

 

$

(1,794

)

$

(7)

 

$

(1,729)

 

 

 

 

(In millions)

 

Pre-Tax
Amount

 

Tax
(Expense)
 Benefit

 

After-Tax
Amount

 

For the three months ended June 28, 2014

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

Amortization of net actuarial loss*

 

$

28

 

$

(10

)

$

18

 

Amortization of prior service credit*

 

(1

)

1

 

 

Amendment to postretirement benefit plan

 

15

 

(6

)

9

 

Pension and postretirement benefits adjustments, net

 

42

 

(15

)

27

 

Deferred gains/losses on hedge contracts:

 

 

 

 

 

 

 

Current deferrals

 

13

 

(2

)

11

 

Reclassification adjustments

 

5

 

(2

)

3

 

Deferred gains/losses on hedge contracts, net

 

18

 

(4

)

14

 

Foreign currency translation adjustments

 

 

2

 

2

 

Total

 

$

60

 

$

(17

)

$

43

 

For the three months ended June 29, 2013

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

Amortization of net actuarial loss*

 

$

47

 

$

(16

)

$

31

 

Amortization of prior service cost*

 

1

 

(1

)

 

Pension and postretirement benefits adjustments, net

 

48

 

(17

)

31

 

Deferred gains/losses on hedge contracts:

 

 

 

 

 

 

 

Current deferrals

 

(8

)

2

 

(6

)

Reclassification adjustments

 

(1

)

1

 

 

Deferred gains/losses on hedge contracts, net

 

(9

)

3

 

(6

)

Foreign currency translation adjustments

 

 

1

 

1

 

Total

 

$

39

 

$

(13

)

$

26

 

For the six months ended June 28, 2014

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

Amortization of net actuarial loss*

 

$

57

 

$

(20

)

$

37

 

Amortization of prior service credit*

 

(3

)

2

 

(1

)

Amendment to postretirement benefit plan

 

15

 

(6

)

9

 

Pension and postretirement benefits adjustments, net

 

69

 

(24

)

45

 

Deferred gains/losses on hedge contracts:

 

 

 

 

 

 

 

Current deferrals

 

2

 

 

2

 

Reclassification adjustments

 

7

 

(2

)

5

 

Deferred gains/losses on hedge contracts, net

 

9

 

(2

)

7

 

Foreign currency translation adjustments

 

(7

)

3

 

(4

)

Total

 

$

71

 

$

(23

)

$

48

 

For the six months ended June 29, 2013

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

Amortization of net actuarial loss*

 

$

95

 

$

(33

)

$

62

 

Amortization of prior service cost*

 

2

 

(1

)

1

 

Pension and postretirement benefits adjustments, net

 

97

 

(34

)

63

 

Deferred gains/losses on hedge contracts:

 

 

 

 

 

 

 

Current deferrals

 

(14

)

3

 

(11

)

Reclassification adjustments

 

(3

)

1

 

(2

)

Deferred gains/losses on hedge contracts, net

 

(17

)

4

 

(13

)

Foreign currency translation adjustments

 

(2

)

(7

)

(9

)

Total

 

$

78

 

$

(37

)

$

41

 

*These components of other comprehensive income are included in the computation of net periodic pension cost.  See Note 11 of our 2013 Annual Report on Form 10-K for additional information.

 

Derivative Instruments and Fair Value Measurements (Tables)
Carrying value and estimated fair values of financial instruments

 

 

 

 

June 28, 2014

 

December 28, 2013

 

(In millions)

 

Carrying
Value

 

Estimated Fair
Value

 

Carrying
Value

 

Estimated Fair
Value

 

Manufacturing group

 

 

 

 

 

 

 

 

 

Long-term debt, excluding leases

 

$  (2,971

)

$  (3,212)

 

$  (1,854

)

$  (2,027)

 

Finance group

 

 

 

 

 

 

 

 

 

Finance receivables held for investment, excluding leases

 

1,128

 

1,201

 

1,231

 

1,290

 

Debt

 

(1,213

)

(1,218)

 

(1,256

)

(1,244)

 

 

Segment Information (Tables)
Reconciliation of segment profit to income from continuing operations before income taxes

 

 

 

 

Three Months Ended

 

Six Months Ended

 

(In millions)

 

  June 28,
2014

 

June 29,
2013

 

  June 28,
2014

 

June 29,
2013

 

REVENUES

 

 

 

 

 

 

 

 

 

Manufacturing group

 

 

 

 

 

 

 

 

 

Textron Aviation

 

$

1,183

 

$

560

 

$

1,968

 

$

1,268

 

Bell

 

1,119

 

1,025

 

1,992

 

1,974

 

Textron Systems

 

282

 

422

 

645

 

851

 

Industrial

 

894

 

801

 

1,691

 

1,528

 

 

 

3,478

 

2,808

 

6,296

 

5,621

 

Finance segment

 

27

 

31

 

56

 

73

 

Total revenues

 

$

3,505

 

$

2,839

 

$

6,352

 

$

5,694

 

SEGMENT PROFIT

 

 

 

 

 

 

 

 

 

Manufacturing Group

 

 

 

 

 

 

 

 

 

Textron Aviation

 

$

28

 

$

(50

)

$

42

 

$

(58

)

Bell

 

141

 

135

 

237

 

264

 

Textron Systems

 

34

 

34

 

73

 

72

 

Industrial

 

94

 

79

 

160

 

136

 

 

 

297

 

198

 

512

 

414

 

Finance segment

 

7

 

15

 

11

 

34

 

Segment profit

 

304

 

213

 

523

 

448

 

Corporate expenses and other, net

 

(38)

 

(20

)

(81)

 

(75

)

Interest expense, net for Manufacturing group

 

(36)

 

(30

)

(71)

 

(67

)

Acquisition and restructuring costs

 

(20)

 

 

(36)

 

 

Income from continuing operations before income taxes

 

$

210

 

$

163

 

$

335

 

$

306

 

 

Basis of Presentation (Details) (Contracts accounted for under percentage of completion method, USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
Jun. 29, 2013
Contracts accounted for under percentage of completion method
 
 
 
 
Change in accounting estimate
 
 
 
 
Income from continuing operations before income taxes
$ 38 
$ 2 
$ 59 
$ 9 
Change in Accounting Estimate Financial Effect Increase in Income from Continuing Operations after taxes
24 
37 
Income from continuing operations per diluted share
$ 0.09 
$ 0.00 
$ 0.13 
$ 0.02 
Basis of Presentation
 
 
 
 
Gross favorable program profit adjustments
41 
65 
18 
Gross unfavorable program profit adjustments
Gross favorable program profit adjustments related to the settlement of ARH program
$ 16 
 
$ 16 
 
Business Acquisitions (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 3 Months Ended 6 Months Ended 0 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended 0 Months Ended 0 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 28, 2014
Jun. 28, 2014
Pro Forma
Jun. 29, 2013
Pro Forma
Jun. 28, 2014
Pro Forma
Jun. 29, 2013
Pro Forma
Jun. 28, 2014
2014 Acquisitions
Jun. 28, 2014
2014 Acquisitions
Mar. 14, 2014
2014 Beechcraft Acquisition
Mar. 29, 2014
2014 Beechcraft Acquisition
Jun. 28, 2014
2014 Beechcraft Acquisition
Textron Aviation
Jun. 28, 2014
2014 Beechcraft Acquisition
Textron Aviation
Jan. 3, 2015
2014 Beechcraft Acquisition
Textron Aviation
Forecast
Mar. 14, 2014
2014 Beechcraft Acquisition
Trade names
Mar. 14, 2014
2014 Beechcraft Acquisition
Unpatented technology and customer relationships
Jun. 28, 2014
2014 Beechcraft Acquisition
Unpatented technology and customer relationships
Minimum
Jun. 28, 2014
2014 Beechcraft Acquisition
Unpatented technology and customer relationships
Maximum
Jan. 30, 2014
2014 Beechcraft Acquisition
Senior notes
Jan. 24, 2014
2014 Beechcraft Acquisition
Term loan
Jun. 28, 2014
Other 2014 Acquisitions
Industrial
Business Acquisitions
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate cash payment
 
 
 
 
 
 
 
 
$ 1,500 
 
 
 
 
 
 
 
 
 
 
$ 71 
Amount of debt
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
600 
500 
 
Debt instrument term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5 years 
 
Preliminary allocation of the purchase price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Accounts receivable
 
 
 
 
 
 
 
 
116 
 
 
 
 
 
 
 
 
 
 
 
Inventories
 
 
 
 
 
 
 
 
770 
 
 
 
 
 
 
 
 
 
 
 
Other current assets
 
 
 
 
 
 
 
 
179 
 
 
 
 
 
 
 
 
 
 
 
Property, plant and equipment
 
 
 
 
 
 
 
 
260 
 
 
 
 
 
 
 
 
 
 
 
Intangible assets
 
 
 
 
 
 
 
 
594 
 
 
 
 
208 
386 
 
 
 
 
 
Goodwill
 
 
 
 
 
 
 
 
208 
 
 
 
 
 
 
 
 
 
 
 
Other assets
 
 
 
 
 
 
 
 
185 
 
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
 
 
 
 
 
 
 
(143)
 
 
 
 
 
 
 
 
 
 
 
Accrued liabilities
 
 
 
 
 
 
 
 
(293)
 
 
 
 
 
 
 
 
 
 
 
Other liabilities
 
 
 
 
 
 
 
 
(398)
 
 
 
 
 
 
 
 
 
 
 
Total net assets acquired
 
 
 
 
 
 
 
 
1,478 
 
 
 
 
 
 
 
 
 
 
 
Estimate lives of intangible assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15 years 
 
 
 
 
 
Amortization expense
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18 
32 
 
 
 
Tax-deductible goodwill
 
 
 
 
 
 
 
 
260 
 
 
 
 
 
 
 
 
 
 
 
Unrecognized Tax Benefits
 
 
 
 
 
 
 
 
90 
 
 
 
 
 
 
 
 
 
 
 
Expected cost
 
 
 
 
 
 
 
 
 
 
 
 
35 
 
 
 
 
 
 
 
Charges related to restructuring activities
 
 
 
 
 
 
 
 
 
 
20 
25 
 
 
 
 
 
 
 
 
Transaction costs
 
 
 
 
 
 
 
 
 
11 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
3,513 
3,296 
6,715 
6,599 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
 
 
 
 
452 
558 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations, net of income taxes
 
 
181 
102 
293 
201 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share from continuing operations (in dollars per share)
 
 
$ 0.64 
$ 0.36 
$ 1.04 
$ 0.70 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Transaction and restructuring costs
$ 20 
$ 36 
 
 
 
 
 
 
 
 
$ 20 
$ 36 
 
 
 
 
 
 
 
 
Retirement Plans (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
Jun. 29, 2013
Pension Benefits
 
 
 
 
Net periodic benefit cost
 
 
 
 
Service cost
$ 27 
$ 34 
$ 54 
$ 67 
Interest cost
85 
73 
164 
146 
Expected return on plan assets
(117)
(105)
(228)
(210)
Amortization of prior service cost (credit)
Amortization of net actuarial loss
28 
46 
56 
92 
Net periodic benefit cost
27 
51 
54 
102 
Postretirement Benefits Other than Pensions
 
 
 
 
Net periodic benefit cost
 
 
 
 
Service cost
Interest cost
10 
10 
Amortization of prior service cost (credit)
(5)
(2)
(11)
(5)
Amortization of net actuarial loss
 
Net periodic benefit cost
$ 1 
$ 6 
$ 2 
$ 12 
Earnings Per Share (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
Jun. 29, 2013
Earnings Per Share
 
 
 
 
Shares repurchased
 
 
4,300,000 
 
Value of shares repurchased
 
 
$ 150 
 
Shares required for settlement of accelerated share repurchase agreement
442,000 
 
442,000 
 
Weighted-average shares outstanding for basic and diluted
 
 
 
 
Basic weighted-average shares outstanding
280,280,000 
280,163,000 
280,715,000 
276,682,000 
Dilutive effect of:
 
 
 
 
Stock options and restricted stock units
2,042,000 
117,000 
2,072,000 
227,000 
ASR
442,000 
 
312,000 
 
Convertible notes and warrants
 
3,544,000 
 
9,360,000 
Diluted weighted-average shares outstanding
282,764,000 
283,824,000 
283,099,000 
286,269,000 
Anti-dilutive effect of weighted average shares
2,000,000 
6,000,000 
2,000,000 
6,000,000 
Accounts Receivable and Finance Receivables (Details) (USD $)
In Millions, unless otherwise specified
Jun. 28, 2014
Dec. 28, 2013
Accounts Receivable
 
 
Unbillable receivables on U.S. Government contracts within accounts receivable
$ 146 
$ 163 
Manufacturing group
 
 
Accounts Receivable
 
 
Accounts Receivable, Gross
1,225 
1,001 
Allowance for doubtful accounts
(25)
(22)
Total
1,200 
979 
Commercial
 
 
Accounts Receivable
 
 
Accounts Receivable, Gross
900 
654 
U. S. Government Contracts
 
 
Accounts Receivable
 
 
Accounts Receivable, Gross
$ 325 
$ 347 
Accounts Receivable and Finance Receivables (Details 2) (USD $)
In Millions, unless otherwise specified
Jun. 28, 2014
Dec. 28, 2013
Jun. 29, 2013
Dec. 29, 2012
Finance Receivables
 
 
 
 
Finance receivables held for investment
$ 1,384 
$ 1,483 
 
 
Allowance for losses
(54)
(55)
(67)
(84)
Total finance receivables held for investment, net
1,330 
1,428 
 
 
Finance receivables held for sale
37 
65 
 
 
Total finance receivables, net
$ 1,367 
$ 1,493 
 
 
Accounts Receivable and Finance Receivables (Details 3) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 28, 2014
item
Dec. 28, 2013
Accounts Receivable and Finance Receivables
 
 
Number of loan categories based on key credit quality indicators for individual loan
 
Finance receivables categorized based on the internally assigned credit quality
 
 
Total finance receivables
$ 1,384 
$ 1,483 
Performing
 
 
Finance receivables categorized based on the internally assigned credit quality
 
 
Total finance receivables
1,176 
1,285 
Watchlist
 
 
Finance receivables categorized based on the internally assigned credit quality
 
 
Total finance receivables
120 
93 
Nonaccrual
 
 
Finance receivables categorized based on the internally assigned credit quality
 
 
Total finance receivables
$ 88 
$ 105 
Nonaccrual as a percentage of total finance receivables
6.36% 
7.08% 
Nonaccrual |
Minimum
 
 
Finance receivables categorized based on the internally assigned credit quality
 
 
Number of months of contractual delinquency to classify accounts as nonaccrual unless such collection is not doubtful
3 months 
 
Accounts Receivable and Finance Receivables (Details 4) (USD $)
In Millions, unless otherwise specified
Jun. 28, 2014
Dec. 28, 2013
Finance receivables held for investment by delinquency aging
 
 
Financing receivable, recorded investment, less than 31 days past due
$ 1,201 
$ 1,295 
Financing receivable, recorded investment, 31 to 60 days past due
87 
108 
Financing receivable, recorded investment, 61 days to 90 days past due
76 
37 
Financing receivable, recorded investment, over 90 days past due
20 
43 
Total finance receivables held for investment
1,384 
1,483 
Financing receivable accrual status loans, recorded investment, greater than 90 days past due
$ 0 
$ 5 
Contractual delinquency of 60 plus days as percentage of finance receivables
6.94% 
5.39% 
Accounts Receivable and Finance Receivables (Details 5) (USD $)
In Millions, unless otherwise specified
6 Months Ended 12 Months Ended
Jun. 28, 2014
Dec. 28, 2013
Summary of impaired finance receivables, excluding leveraged leases, at year end and the average recorded investment
 
 
Recorded investment, impaired loans with related allowance for losses
$ 66 
$ 59 
Recorded investment, impaired loans with no related allowance for losses
34 
78 
Recorded investment, Total
100 
137 
Unpaid principal balance
104 
141 
Allowance for losses on impaired loans
18 
14 
Average recorded investment
$ 111 
$ 155 
Accounts Receivable and Finance Receivables (Details 6) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Dec. 28, 2013
Finance receivables
 
 
 
Allowance based on collective evaluation
$ 36 
 
$ 41 
Allowance based on individual evaluation
18 
 
14 
Finance receivables evaluated collectively
1,164 
 
1,226 
Finance receivables evaluated individually
100 
 
137 
Allowance for losses
 
 
 
Balance at the beginning of period
55 
84 
 
Provision for losses
(16)
 
Charge-offs
(10)
(8)
 
Recoveries
 
Balance at the end of period
$ 54 
$ 67 
 
Inventories (Details) (USD $)
In Millions, unless otherwise specified
Jun. 28, 2014
Dec. 28, 2013
Inventories
 
 
Finished goods
$ 1,641 
$ 1,276 
Work in process
2,876 
2,477 
Raw materials and components
591 
407 
Inventories, Gross
5,108 
4,160 
Progress/milestone payments
(1,091)
(1,197)
Total
$ 4,017 
$ 2,963 
Accrued Liabilities (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Changes in warranty and product maintenance contract liability
 
 
Accrual at beginning of year
$ 223 
$ 222 
Provision
151 
132 
Settlements
(144)
(137)
Acquisitions
58 
 
Adjustments
(6)
 
Accrual at end of year
$ 282 
$ 217 
Minimum
 
 
Accrued Liabilities
 
 
Term of limited warranty and maintenance programs
1 year 
 
Maximum
 
 
Accrued Liabilities
 
 
Term of limited warranty and maintenance programs
5 years 
 
Debt (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended
Jan. 30, 2014
3.65% notes due 2021
Jan. 30, 2014
4.30% notes due 2024
Jan. 24, 2014
Term loan
Beech
Debt
 
 
 
Debt instrument term
 
 
5 years 
Face value of the notes
$ 250 
$ 350 
$ 500 
Interest rate
3.65% 
4.30% 
 
Accumulated Other Comprehensive Loss and Other Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Components of Accumulated other comprehensive loss
 
 
Balance at the beginning of the period
$ (1,027)
$ (1,770)
Other comprehensive income (loss) before reclassifications
(20)
Amounts reclassified from Accumulated Other Comprehensive Loss
41 
61 
Other comprehensive income (loss)
48 
41 
Balance at the end of the period
(979)
(1,729)
Foreign Currency Translation Adjustments
 
 
Components of Accumulated other comprehensive loss
 
 
Balance at the beginning of the period
93 
81 
Other comprehensive income (loss) before reclassifications
(4)
(9)
Other comprehensive income (loss)
(4)
(9)
Balance at the end of the period
89 
72 
Pension and Post Retirement Benefits Adjustments
 
 
Components of Accumulated other comprehensive loss
 
 
Balance at the beginning of the period
(1,110)
(1,857)
Other comprehensive income (loss) before reclassifications
 
Amounts reclassified from Accumulated Other Comprehensive Loss
36 
63 
Other comprehensive income (loss)
45 
63 
Balance at the end of the period
(1,065)
(1,794)
Deferred Gains/Losses on Hedge Contracts
 
 
Components of Accumulated other comprehensive loss
 
 
Balance at the beginning of the period
(10)
Other comprehensive income (loss) before reclassifications
(11)
Amounts reclassified from Accumulated Other Comprehensive Loss
(2)
Other comprehensive income (loss)
(13)
Balance at the end of the period
$ (3)
$ (7)
Accumulated Other Comprehensive Loss and Other Comprehensive Income (Details 2) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
Jun. 29, 2013
Pension and postretirement benefits adjustments, Pre-Tax:
 
 
 
 
Amortization of net actuarial loss included in net periodic pension cost, pre-tax
$ 28 
$ 47 
$ 57 
$ 95 
Amortization of prior service cost (credit) included in net periodic pension cost, pre-tax
(1)
(3)
Amendment to postretirement benefit plan, pre-tax
15 
 
15 
 
Pension and postretirement benefits adjustments, net, Pre-Tax
42 
48 
69 
97 
Deferred gains/losses on hedge contracts, pre-tax:
 
 
 
 
Current deferrals, pre-tax
13 
(8)
(14)
Reclassification adjustments included in net income, pre-tax
(1)
(3)
Deferred gains/losses on hedge contracts, net, pre-tax
18 
(9)
(17)
Foreign currency translation adjustments, pre-tax
 
 
(7)
(2)
Other comprehensive income, pre-tax
60 
39 
71 
78 
Pension and postretirement benefits adjustments, tax (Expense) Benefit:
 
 
 
 
Amortization of net actuarial loss included in net periodic pension cost, tax
(10)
(16)
(20)
(33)
Amortization of prior service (cost) credit included in net periodic pension cost, tax
(1)
(1)
Amendment to postretirement benefit plan, tax
(6)
 
(6)
 
Pension and postretirement benefits adjustments, net, tax
(15)
(17)
(24)
(34)
Deferred gains/losses on hedge contracts, tax:
 
 
 
 
Current deferrals, tax
(2)
 
Reclassification adjustments included in net income, tax
(2)
(2)
Deferred gains/losses on hedge contracts, net, tax
(4)
(2)
Foreign currency translation adjustments, Tax
(7)
Other comprehensive income, Tax
(17)
(13)
(23)
(37)
Pension and postretirement benefits adjustments, After Tax:
 
 
 
 
Amortization of net actuarial loss included in net periodic pension cost, after tax
18 
31 
37 
62 
Amortization of prior service (cost) credit included in net periodic pension cost, after tax
 
 
(1)
Amendment to postretirement benefit plan, after tax
 
 
Pension and postretirement benefits adjustments net, After-Tax
27 
31 
45 
63 
Deferred gains/losses on hedge contracts, after tax:
 
 
 
 
Current deferrals, after tax
11 
(6)
(11)
Reclassification adjustments included in net income, after tax
 
(2)
Deferred gains/losses on hedge contracts, net, after tax
14 
(6)
(13)
Foreign currency translation adjustments, after Tax
(4)
(9)
Other comprehensive income
$ 43 
$ 26 
$ 48 
$ 41 
Derivative Instruments and Fair Value Measurements (Details) (USD $)
In Millions, unless otherwise specified
6 Months Ended
Jun. 28, 2014
Manufacturing group
Jun. 28, 2014
Interest rate exchange contracts
Finance group
Dec. 28, 2013
Interest rate exchange contracts
Finance group
Jun. 28, 2014
Foreign currency exchange contracts
Jun. 28, 2014
Foreign currency exchange contracts
Manufacturing group
Dec. 28, 2013
Foreign currency exchange contracts
Manufacturing group
Jun. 28, 2014
Level 2
Foreign currency exchange contracts
Manufacturing group
Dec. 28, 2013
Level 2
Foreign currency exchange contracts
Manufacturing group
Fair value of derivative instruments
 
 
 
 
 
 
 
 
Notional amounts
 
$ 179 
$ 229 
 
$ 737 
$ 636 
 
 
Derivative Asset, Fair Value
 
 
 
 
Derivative Liability, Fair Value
 
 
 
 
15 
Forward exchange contracts maximum maturity period
3 years 
 
 
 
 
 
 
 
Net deferred gain / loss in Accumulated OCI
 
 
 
$ (3)
 
 
 
 
Derivative Instruments and Fair Value Measurements (Details 2) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
Jun. 29, 2013
Dec. 28, 2013
Manufacturing group |
Carrying Value
 
 
 
 
 
Carrying value of financial instruments not recorded at fair value
 
 
 
 
 
Long-term debt, excluding leases
$ (2,971)
 
$ (2,971)
 
$ (1,854)
Manufacturing group |
Estimated Fair Value
 
 
 
 
 
Carrying value of financial instruments not recorded at fair value
 
 
 
 
 
Long-term debt, excluding leases
(3,212)
 
(3,212)
 
(2,027)
Finance group
 
 
 
 
 
Assets measured at fair value on a nonrecurring basis
 
 
 
 
 
Portion of fair value of term debt determined based on observable market transactions (as a percent)
31.00% 
 
31.00% 
 
30.00% 
Carrying value of financial instruments not recorded at fair value
 
 
 
 
 
Debt
(1,213)
 
(1,213)
 
(1,256)
Finance group |
Carrying Value
 
 
 
 
 
Carrying value of financial instruments not recorded at fair value
 
 
 
 
 
Finance receivables held for investment, excluding leases
1,128 
 
1,128 
 
1,231 
Debt
(1,213)
 
(1,213)
 
(1,256)
Finance group |
Estimated Fair Value
 
 
 
 
 
Carrying value of financial instruments not recorded at fair value
 
 
 
 
 
Finance receivables held for investment, excluding leases
1,201 
 
1,201 
 
1,290 
Debt
(1,218)
 
(1,218)
 
(1,244)
Fair Value, Measurements, Nonrecurring |
Finance group |
Unobservable Inputs (Level 3)
 
 
 
 
 
Assets measured at fair value on a nonrecurring basis
 
 
 
 
 
Impaired finance receivables, Balance
48 
 
48 
 
45 
Impaired finance receivables, Gain (Loss)
$ 6 
$ 2 
$ 11 
$ 5 
 
Income Tax Expense (Details)
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
Jun. 29, 2013
Income Tax Expense
 
 
 
 
Effective income tax rate (as a percent)
31.00% 
30.10% 
30.70% 
25.20% 
U.S. federal statutory income tax rate (as a percent)
35.00% 
35.00% 
35.00% 
35.00% 
Effective income tax rate having favorable impact resulting from the retroactive reinstatement and extension of the Federal Research and Development Tax Credit (as a percent)
 
 
 
5.00% 
Segment Information (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 6 Months Ended
Jun. 28, 2014
Jun. 29, 2013
Jun. 28, 2014
item
Jun. 29, 2013
Operating and reportable business segments
 
 
 
 
Number of business operating segments
 
 
 
Number of reportable business segments
 
 
 
REVENUES
 
 
 
 
Manufacturing revenues
$ 3,478 
$ 2,808 
$ 6,296 
$ 5,621 
Finance revenues
27 
31 
56 
73 
Total revenues
3,505 
2,839 
6,352 
5,694 
SEGMENT PROFIT
 
 
 
 
Segment profit
304 
213 
523 
448 
Corporate expenses and other, net
(38)
(20)
(81)
(75)
Interest Expense, net for Manufacturing group
(36)
(30)
(71)
(67)
Acquisition and restructuring costs
(20)
 
(36)
 
Income from continuing operations before income taxes
210 
163 
335 
306 
Manufacturing group
 
 
 
 
REVENUES
 
 
 
 
Manufacturing revenues
3,478 
2,808 
6,296 
5,621 
SEGMENT PROFIT
 
 
 
 
Segment profit
297 
198 
512 
414 
Textron Aviation |
Manufacturing group
 
 
 
 
REVENUES
 
 
 
 
Manufacturing revenues
1,183 
560 
1,968 
1,268 
SEGMENT PROFIT
 
 
 
 
Segment profit
28 
(50)
42 
(58)
Bell |
Manufacturing group
 
 
 
 
REVENUES
 
 
 
 
Manufacturing revenues
1,119 
1,025 
1,992 
1,974 
SEGMENT PROFIT
 
 
 
 
Segment profit
141 
135 
237 
264 
Textron Systems |
Manufacturing group
 
 
 
 
REVENUES
 
 
 
 
Manufacturing revenues
282 
422 
645 
851 
SEGMENT PROFIT
 
 
 
 
Segment profit
34 
34 
73 
72 
Industrial |
Manufacturing group
 
 
 
 
REVENUES
 
 
 
 
Manufacturing revenues
894 
801 
1,691 
1,528 
SEGMENT PROFIT
 
 
 
 
Segment profit
94 
79 
160 
136 
Finance segment
 
 
 
 
REVENUES
 
 
 
 
Finance revenues
27 
31 
56 
73 
SEGMENT PROFIT
 
 
 
 
Segment profit
$ 7 
$ 15 
$ 11 
$ 34