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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K

[ x ]             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended January 2, 2016
or
 
[    ]                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from             to            .
 
Commission File Number 1-5480
 
Textron Inc.
(Exact name of registrant as specified in its charter)

 	Delaware	 	05-0315468	 	
 	(State or other jurisdiction of	 	(I.R.S. Employer	 	
 	incorporation or organization)	 	Identification No.)	 	

 	40 Westminster Street, Providence, RI	 	02903	 	
 	(Address of principal executive offices)	 	(Zip code)	 	
 
Registrant’s Telephone Number, Including Area Code: (401) 421-2800
 
Securities registered pursuant to Section 12(b) of the Act:

 	Title of Each Class	 	Name of Each Exchange on Which Registered	 	
 	Common Stock — par value $0.125	 	New York Stock Exchange	 	

Securities registered pursuant to Section 12(g) of the Act: None

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes   ü   No___
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes         No   ü
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    ü   No___
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    ü   No____
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [    ü ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  [   ü ]                                                                                                                                                          Accelerated filer  [       ]
 
Non-accelerated filer    [       ]                                                                                                                                                         Smaller reporting company   [       ]
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes         No    ü
 
The aggregate market value of the registrant’s Common Stock held by non-affiliates at July 4, 2015 was approximately $12.3 billion based on the New York Stock Exchange closing price for such shares on that date. The registrant has no non-voting common equity.
 
At February 6, 2016, 271,171,585 shares of Common Stock were outstanding.
 
Documents Incorporated by Reference

Part III of this Report incorporates information from certain portions of the registrant’s Definitive Proxy Statement for its Annual Meeting of Shareholders to be held on April 27, 2016.

Table of Contents
 
Textron Inc.
Index to Annual Report on Form 10-K
For the Fiscal Year Ended January 2, 2016

 

PART I	 	Page	
 	 	 	
Item  1.	Business	3	
 	 	 	
Item  1A.	Risk Factors	10	
 	 	 	
Item  1B.	Unresolved Staff Comments	1 5	
 	 	 	
Item  2.	Properties	15	
 	 	 	
Item  3.	Legal Proceedings	15	
 	 	 	
Item  4.	Mine Safety Disclosures	15	
 	 	 	
PART II	 	 	
 	 	 	
Item  5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16	
 	 	 	
Item  6.	Selected Financial Data	17	
 	 	 	
Item  7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18	
 	 	 	
Item  7A.	Quantitative and Qualitative Disclosures About Market Risk	33	
 	 	 	
Item  8.	Financial Statements and Supplementary Data	35	
 	 	 	
Item  9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	70	
 	 	 	
Item  9A.	Controls and Procedures	70	
 	 	 	
PART III	 	 	
 	 	 	
Item  10.	Directors, Executive Officers and Corporate Governance	72	
 	 	 	
Item  11.	Executive Compensation	72	
 	 	 	
Item  12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	72	
 	 	 	
Item  13.	Certain Relationships and Related Transactions and Director Independence	72	
 	 	 	
Item  14.	Principal Accountant Fees and Services	72	
 	 	 	
PART IV	 	 	
 	 	 	
Item  15.	Exhibits and Financial Statement Schedules	72	
 	 	 	
SIGNATURES	 	77	
 
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PART I 
 
Item 1. Business 
 
Textron Inc. is a multi-industry company that leverages its global network of aircraft, defense, industrial and finance businesses to provide customers with innovative products and services around the world.  We have approximately 35,000 employees worldwide.  Textron Inc. was founded in 1923 and reincorporated in Delaware on July 31, 1967. Unless otherwise indicated, references to “Textron Inc.,” the “Company,” “we,” “our” and “us” in this Annual Report on Form 10-K refer to Textron Inc. and its consolidated subsidiaries.
 
We conduct our business through five operating segments: Textron Aviation, Bell, Textron Systems and Industrial, which represent our manufacturing businesses, and Finance, which represents our finance business .  On March 14, 2014, we completed the acquisition of Beech Holdings, LLC, which included Beechcraft Corporation and other subsidiaries (collectively “Beechcraft”).  We combined Beechcraft with our legacy Cessna segment to form the Textron Aviation segment.
 
A description of the business of each of our segments is set forth below.  Our business segments include operations that are unincorporated divisions of Textron Inc. and others that are separately incorporated subsidiaries.  Financial information by business segment and geographic area appears in Note 15 to the Consolidated Financial Statements on pages 66 through 67 of this Annual Report on Form 10-K. The following description of our business should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 18 through 33 of this Annual Report on Form 10-K.  Information included in this Annual Report on Form 10-K refers to our continuing businesses unless otherwise indicated.
 
Textron Aviation Segment
Textron Aviation is a leader in general aviation. Textron Aviation manufactures, sells and services Beechcraft and Cessna aircraft, and services the Hawker brand of business jets. The segment has two principal product lines : aircraft sales and aftermarket.  Aircraft sales include business jets, turboprop aircraft, piston engine aircraft, and military trainer and defense aircraft.  Aftermarket includes commercial parts sales, and maintenance, inspection and repair services.  Revenues in the Textron Aviation segment accounted for approximately 36%, 33% and 23% of our total revenues in 2015, 2014 and 2013, respectively.  Revenues for Textron Aviation’s principal lines of business were as follows:

( In millions )	 	 	 	 	 	 	 	2015	 	2014	 	2013	 	
Aircraft sales	 	 	 	 	 	 	 	 	 	 	$	3,404	 	$	3,182	 	$	1,868	 	
Aftermarket	 	 	 	 	 	 	 	1,418	 	1,386	 	916	 	
Total revenues	 	 	 	 	 	 	 	 	 	 	$	4,822	 	$	4,568	 	$	2,784	 	
 
The family of jets currently produced by Textron Aviation includes the Mustang, Citation M2, Citation CJ3+, Citation CJ4, Citation XLS+, Citation Latitude, which entered into service during 2015, Citation Sovereign+, and the Citation X+, the fastest civilian jet in the world.  In addition, Textron Aviation is developing the Citation Longitude, a super-midsize jet expected to enter into service in 2017, and recently announced the Citation Hemisphere, a large-cabin jet for which first flight is targeted in 2019.
 
Textron Aviation’s turboprop aircraft include the Beechcraft King Air, which offers the King Air C90GTx, King Air 250, King Air 350ER and King Air 350i, and the Cessna Caravan, a utility turboprop.  Textron Aviation also offers the T-6 trainer and AT-6 light attack military aircraft.  More than 20 countries utilize the T-6 aircraft as a part of their military training fleet.
 
Textron Aviation’s piston engine aircraft include the Beechcraft Baron and Bonanza, and the Cessna Skyhawk, Skylane, Turbo Stationair and the high performance TTx.
 
In support of its family of aircraft, Textron Aviation operates a global network of 21 service centers, two of which are co-located with Bell Helicopter, along with more than 400 authorized independent service centers located in 50 countries throughout the world.  Textron Aviation-owned service centers provide customers with 24-hour service and maintenance. Textron Aviation provides its customers with around-the-clock parts support and also offers ServiceDirect® for Citation, King Air and Hawker aircraft. ServiceDirect® delivers service capabilities directly to customer locations with a mobile service unit fleet in the U.S., Canada and Europe.
 
Textron Aviation markets its products worldwide through its own sales force, as well as through a network of authorized independent sales representatives.  Textron Aviation has several competitors domestically and internationally in various market segments. Textron Aviation’s aircraft compete with other aircraft that vary in size, speed, range, capacity and handling characteristics on the basis of price, product quality and reliability, direct operating costs, product support and reputation.
 
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Bell Segment
Bell Helicopter is one of the leading suppliers of military and commercial helicopters, tiltrotor aircraft, and related spare parts and services in the world.  Revenues for Bell accounted for approximately 26%, 31% and 37% of our total revenues in 2015, 2014 and 2013, respectively.  Revenues by Bell’s principal lines of business were as follows:

( In millions )	 	 	 	 	 	 	 	2015	 	2014	 	2013	 	
Military:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
V-22 Program	 	 	 	 	 	 	 	 	 	 	$	1,194	 	$	1,771	 	$	1,755	 	
Other Military	 	 	 	 	 	 	 	839	 	860	 	959	 	
Commercial	 	 	 	 	 	 	 	 	 	 	 	1,421	 	 	1,614	 	 	1,797	 	
Total revenues	 	 	 	 	 	 	 	 	 	 	$	3,454	 	$	4,245	 	$	4,511	 	
 
Bell supplies advanced military helicopters and support to the U.S. Government and to military customers outside the United States.  Bell’s primary U.S. Government programs are the V-22 tiltrotor aircraft and the H-1 helicopters.  Bell is one of the leading suppliers of helicopters to the U.S. Government and, in association with The Boeing Company (Boeing), the only supplier of military tiltrotor aircraft. Tiltrotor aircraft are designed to provide the benefits of both helicopters and fixed-wing aircraft.  Through its strategic alliance with Boeing, Bell produces and supports the V-22 tiltrotor aircraft for the U.S. Department of Defense (DoD), and recently entered into its first contract to sell the V-22 tiltrotor aircraft under the U.S. Government sponsored foreign military sales program.  The U.S. Marine Corps H-1 helicopter program includes a utility model, the UH-1Y, and an advanced attack model, the AH-1Z, which have 84% parts commonality between them.
 
Through its commercial business, Bell is a leading supplier of commercially certified helicopters and support to corporate, offshore petroleum exploration and development, utility, charter, police, fire, rescue, emergency medical helicopter operators and foreign governments.  Bell produces a variety of commercial aircraft types, including light single- and twin-engine helicopters and medium twin-engine helicopters, along with other related products.  The helicopters currently offered by Bell for commercial applications include the 206L-4, 407, 407GT, 407GXP, 412EP, 412EPI, 429 and Huey II. The new 505 Jet Ranger X, a short-light single helicopter, is expected to receive certification and begin deliveries in 2016. In addition, Bell achieved first flight in 2015 for the 525 Relentless, its first super medium commercial helicopter, and expects certification in 2017.
 
For both its military programs and its commercial products, Bell provides post-sale support and service for an installed base of approximately 13,000 helicopters through a network of eight Bell-operated service centers, five global parts distribution centers and over 100 independent service centers located in 34 countries.  Collectively, these service sites offer a complete range of logistics support, including parts, support equipment, technical data, training devices, pilot and maintenance training, component repair and overhaul, engine repair and overhaul, aircraft modifications, aircraft customizing, accessory manufacturing, contractor maintenance, field service and product support engineering.
 
Bell competes against a number of competitors throughout the world for its helicopter business and its parts and support business.  Competition is based primarily on price, product quality and reliability, product support, performance and reputation.
 
Textron Systems Segment
Textron Systems’ product lines consist of unmanned aircraft systems, marine and land systems, weapons and sensors, simulation, training and other defense and aviation mission support products and services.  Textron Systems is a supplier to the defense, aerospace and general aviation markets, and represents approximately 11%, 12% and 14% of our total revenues in 2015, 2014 and 2013, respectively.  This segment sells its products to U.S. Government customers and to customers outside the U.S. through foreign military sales sponsored by the U.S. Government and directly through commercial sales channels.  Textron Systems competes on the basis of technology, contract performance, price, product quality and reliability, product support and reputation.  Revenues by Textron Systems’ product lines were as follows:

( In millions )	 	 	 	 	 	 	 	2015	 	2014	 	2013	 	
Unmanned Systems	 	 	 	 	 	 	 	 	 	 	$	686	 	$	797	 	$	666	 	
Weapons and Sensors	 	 	 	 	 	 	 	 	 	 	 	255	 	 	264	 	 	311	 	
Marine and Land Systems	 	 	 	 	 	 	 	188	 	158	 	392	 	
Simulation, Training and Other	 	 	 	 	 	 	 	 	 	 	 	391	 	 	405	 	 	296	 	
Total revenues	 	 	 	 	 	 	 	 	 	 	$	1,520	 	$	1,624	 	$	1,665	 	
 
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Unmanned Systems
Unmanned Systems consists of the Unmanned Systems and Support Solutions businesses.  The Unmanned Systems business has designed, manufactured and fielded combat-proven unmanned aircraft systems for more than 25 years, including the U.S. Army’s premier tactical unmanned aircraft system, the Shadow.  This business’s unmanned aircraft and interoperable command and control technologies provide critical situational awareness and actionable intelligence for users worldwide. Our Support Solutions business provides logistical support for various unmanned systems as well as training and supply chain services to government and commercial customers worldwide.
 
Weapons and Sensors
The Weapons and Sensors business consists of state-of-the-art smart weapons; airborne and ground-based sensors and surveillance systems; and protection systems for the defense and aerospace industries.  It primarily sells its products to international allies through foreign military sales.
 
Marine and Land Systems
The Marine and Land Systems business is a world leader in the design, production and support of armored vehicles, turrets and related subsystems as well as advanced marine craft.  It produces a family of extremely mobile, highly protective vehicles for the U.S. Army and international allies, and is developing the U.S. Navy’s next generation Landing Craft Air Cushion as part of the Ship-to-Shore Connector program.
 
Simulation, Training and Other
Simulation, Training and Other includes five businesses:  TRU Simulation + Training, Lycoming, Electronic Systems, Advanced Information Solutions and Geospatial Solutions. TRU Simulation + Training designs, develops, manufactures, installs, and provides maintenance of advanced flight training courseware and devices, including full flight simulators, for both rotary- and fixed-wing aircraft for commercial airlines, aircraft original equipment manufacturers (OEMs), flight training centers and training organizations worldwide. Through its training centers, TRU Simulation + Training provides initial type-rating and recurrency training for pilots, as well as maintenance training in its recently opened Aviation Maintenance Training Academy. Lycoming specializes in the engineering, manufacture, service and support of piston aircraft engines for the general aviation and remotely piloted aircraft markets. Electronic Systems provides high technology test equipment and electronic warfare test and training solutions. Advanced Information Solutions and Geospatial Solutions provide intelligence software solutions for U.S. and international defense, intelligence and law enforcement communities.
 
Industrial Segment
Our Industrial segment designs and manufactures a variety of products within three principal product lines.  Industrial segment revenues were as follows:

( In millions )	 	 	 	 	 	 	 	2015	 	2014	 	2013	 	
Fuel Systems and Functional Components	 	 	 	 	 	 	 	 	 	 	$	2,078	 	$	1,975	 	$	1,853	 	
Specialized Vehicles and Equipment	 	 	 	 	 	 	 	 	 	 	 	1,021	 	 	868	 	 	713	 	
Tools and Test Equipment	 	 	 	 	 	 	 	445	 	495	 	446	 	
Total revenues	 	 	 	 	 	 	 	 	 	 	$	3,544	 	$	3,338	 	$	3,012	 	
 
Fuel Systems and Functional Components
Our Fuel Systems and Functional Components product line is operated by our Kautex business unit, which is headquartered in Bonn, Germany.  Kautex is a leading developer and manufacturer of blow-molded plastic fuel systems for cars, light trucks, all-terrain vehicles, windshield and headlamp washer systems for automobiles and selective catalytic reduction systems used to reduce emissions from diesel engines.  Kautex serves the global automobile market, with operating facilities near its major customers around the world. Kautex also produces cast iron engine camshafts and develops and produces plastic bottles and containers for food, household, laboratory and industrial uses.  Revenues of Kautex accounted for approximately 15%, 14% and 15% of our total revenues in 2015, 2014 and 2013, respectively.
 
Our automotive products have several major competitors worldwide, some of which are affiliated with the OEMs that comprise our targeted customer base.  Competition typically is based on a number of factors including price, technology, environmental performance, product quality and reliability, prior experience and available manufacturing capacity.
 
Specialized Vehicles and Equipment
Our Specialized Vehicles and Equipment product line includes the products designed, manufactured and sold by our Textron Specialized Vehicles and Jacobsen businesses. Textron Specialized Vehicles, which includes the E-Z-GO, Bad Boy Off Road, Cushman, TUG Technologies and Douglas Equipment businesses and brands, designs, manufactures and sells golf cars, off-road utility vehicles, light transportation vehicles and aviation ground support equipment. Although Textron Specialized Vehicles is
 
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best known for its electric-vehicle technology, it also manufactures and sells models powered by internal combustion engines.  Textron Specialized Vehicles’ diversified customer base includes golf courses and resorts, government agencies and municipalities, consumers, and commercial and industrial users such as factories, warehouses, airports, planned communities, hunting preserves and educational and corporate campuses.  Sales are made through a combination of factory direct resources and a network of independent distributors and dealers worldwide. Textron Specialized Vehicles has two major competitors for golf cars and several other competitors for off-road and light transportation vehicles and for aviation ground support equipment.  Competition is based primarily on price, product quality and reliability, product support and reputation.
 
Jacobsen designs, manufactures and sells professional turf-maintenance equipment, as well as specialized turf-care vehicles.  Brand names include Ransomes, Jacobsen, Cushman and Dixie Chopper.  Jacobsen’s customers include golf courses, resort communities, sporting venues, municipalities and landscaping professionals.  Products are sold primarily through a worldwide network of distributors and dealers, as well as factory direct. Jacobsen has two major competitors for professional turf-maintenance equipment and several other major competitors for specialized turf-care products.  Competition is based primarily on price, product features, product quality and reliability and product support.
 
Tools and Test Equipment
The Tools and Test Equipment product line includes products sold by businesses that design and manufacture powered equipment, electrical test and measurement instruments, mechanical and hydraulic tools, cable connectors, fiber optic assemblies, underground and aerial transmission and distribution products and power utility products. These businesses also encompass the Greenlee, Greenlee Communications, Greenlee Utility, HD Electric, Klauke, Sherman+Reilly and Endura brand names, and their products are used principally in the construction, maintenance, telecommunications, data communications, electrical, utility and plumbing industries.  Their products are distributed through a global network of sales representatives and distributors and are also sold directly to home improvement retailers and OEMs.  The businesses have plant operations in five countries with almost 50% of their combined revenue coming from outside the United States.  These businesses face competition from numerous manufacturers based primarily on price, delivery lead time, product quality and reliability.
 
Finance Segment
Our Finance segment, or the Finance group, is a commercial finance business that consists of Textron Financial Corporation (TFC) and its consolidated subsidiaries. The Finance segment provides financing primarily to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters. The majority of new finance receivables are cross-border transactions for aircraft sold outside of the U.S. New originations in the U.S. are primarily for purchasers who had difficulty in accessing other sources of financing for the purchase of Textron-manufactured products.  In 2015, 2014 and 2013, our Finance group paid our Manufacturing group $194 million, $215 million and $248 million, respectively, related to the sale of Textron-manufactured products to third parties that were financed by the Finance group.
 
The commercial finance business traditionally is extremely competitive. Our Finance segment is subject to competition from various types of financing institutions, including banks, leasing companies, commercial finance companies and finance operations of equipment vendors.  Competition within the commercial finance industry primarily is focused on price, term, structure and service.
 
Our Finance segment’s largest business risk is the collectability of its finance receivable portfolio.  See “Finance Portfolio Quality” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 27 for information about the Finance segment’s credit performance.
 
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Backlog
Our backlog at the end of 2015 and 2014 is summarized below:

( In millions )	 	 	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Bell	 	 	 	 	 	 	 	 	 	 	 	 	 	$	5,224	 	$	5,524	 	
Textron Systems	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,328	 	 	2,790	 	
Textron Aviation	 	 	 	 	 	 	 	 	 	1,074	 	1,365	 	
Total backlog	 	 	 	 	 	 	 	 	 	 	 	 	 	$	8,626	 	$	9,679	 	
 
Approximately 44% of our total backlog at January 2, 2016 represents orders that are not expected to be filled in 2016.
 
At the end of 2015, approximately 68% of our total backlog was with the U.S. Government, which included only funded amounts as the U.S. Government is obligated only up to the amount of funding formally appropriated for a contract. Bell’s 2015 backlog included $2.0 billion related to a multi-year procurement contract with the U.S. Government for the purchase of V-22 tiltrotor aircraft.
 
U.S. Government Contracts
In 2015, approximately 24% of our consolidated revenues were generated by or resulted from contracts with the U.S. Government, excluding those contracts under the U.S. Government sponsored foreign military sales program. This business is subject to competition, changes in procurement policies and regulations, the continuing availability of funding, which is dependent upon congressional appropriations, national and international priorities for defense spending, world events, and the size and timing of programs in which we may participate.
 
Our contracts with the U.S. Government generally may be terminated by the U.S. Government for convenience or if we default in whole or in part by failing to perform under the terms of the applicable contract.  If the U.S. Government terminates a contract for convenience, we normally will be entitled to payment for the cost of contract work performed before the effective date of termination, including, if applicable, reasonable profit on such work, as well as reasonable termination costs.  If, however, the U.S. Government terminates a contract for default, generally: (a) we will be paid the contract price for completed supplies delivered and accepted and services rendered, an agreed-upon amount for manufacturing materials delivered and accepted and for the protection and preservation of property, and an amount for partially completed products accepted by the U.S. Government; (b) the U.S. Government may not be liable for our costs with respect to unaccepted items and may be entitled to repayment of advance payments and progress payments related to the terminated portions of the contract; (c) the U.S. Government may not be liable for assets we own and utilize to provide services under the “fee-for-service” contracts; and (d) we may be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source.
 
Research and Development
Information regarding our research and development expenditures is contained in Note 1 to the Consolidated Financial Statements on page 46 of this Annual Report on Form 10-K.
 
Patents and Trademarks
We own, or are licensed under, numerous patents throughout the world relating to products, services and methods of manufacturing. Patents developed while under contract with the U.S. Government may be subject to use by the U.S. Government. We also own or license active trademark registrations and pending trademark applications in the U.S. and in various foreign countries or regions, as well as trade names and service marks. While our intellectual property rights in the aggregate are important to the operation of our business, we do not believe that any existing patent, license, trademark or other intellectual property right is of such importance that its loss or termination would have a material adverse effect on our business taken as a whole. Some of these trademarks, trade names and service marks are used in this Annual Report on Form 10-K and other reports, including:  Aeronautical Accessories; AAI; acAlert; Ascent; Aerosonde; AH-1Z; Ambush; Arc Horizon; AVCOAT; Bad Boy Off Road; Baron; BattleHawk; Beechcraft; Beechcraft T-6:  Bell; Bell Helicopter; Bonanza; Bravo; Cadillac Gage; Caravan; Caravan Amphibian; Caravan 675; Cessna; Cessna 350; Cessna 400; Cessna Turbo Skylane JT-A; Cessna Turbo Skyhawk JT-A; Citation; CITATION ALPINE EDITION; Citation Encore+; Citation Latitude; Citation Longitude; Citation M2; Citation Sovereign; Citation X; Citation X+; Citation XLS+; CJ1+; CJ2+; CJ3; CJ3+; CJ4; Clairity; CLAW; CLEARTEST; Commando; Cushman; DataScout; Dixie Chopper; Dixie Chopper Stryker; Eclipse; ENFORCER; Excel; E-Z-GO; E-Z-GO EXPRESS; FAST-N-LATCH; Fury; G3 Tugger; GatorEye; Gator Grips; GLOBAL MISSION SUPPORT; Grand Caravan; Greenlee; H-1; HAULER; HDE; Hawker; Hemisphere; Huey; Huey II; iCommand; IE2; Instinct; Integrated Command Suite; INTELLIBRAKE; Jacobsen; Jacobsen HoverKing; Jet Ranger X; Kautex; King Air; King Air C90GTx; King Air 250; King Air 350; Kiowa Warrior; Klauke; LF; Lycoming; M1117 ASV; MADE FOR THE TRADE; McCauley; Mechtronix; Millenworks; Mission Critical Support (MCS); MissionLink (IVHM); Mustang; Next Generation Carbon Canister; Next Generation Fuel System; NGCC; NGFS; Odyssey;
 
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ONSLAUGHT; OPINICUS; Overwatch; PDCue; Power Advantage; Pro-Fit; ProParts; Ransomes; REALCue; REALFeel; Recoil; Relentless; ROCONNECT; RT 2 ; RXV; SABER; Scorpion; Sensor Fuzed Weapon; ServiceDirect; Shadow; Shadow Knight; Shadow Master; Sherman+Reilly; Skyhawk; Skyhawk SP; Skylane; SkyPLUS; Sovereign; Speed Punch; Spider; Stationair; ST 4X4; Super Cargomaster; Super Medium; SuperCobra; SYMTX; TDCue; Textron; Textron Aviation; Textron Defense Systems; Textron Financial Corporation; Textron Marine & Land Systems; Textron Systems; TI-Metal; TRUESET; TRU Simulation + Training; TRUCKSTER; TTx; TUG; Turbo Skylane; Turbo Stationair; UH-1Y; V-Watch Connect; VALOR; V-22 Osprey; V-280; Wolverine; 2FIVE; 206; 407; 407GT; 407GX; 412, 429, 505; 525 and 525 Relentless. These marks and their related trademark designs and logotypes (and variations of the foregoing) are trademarks, trade names or service marks of Textron Inc., its subsidiaries, affiliates or joint ventures.
 
Environmental Considerations
Our operations are subject to numerous laws and regulations designed to protect the environment.  Compliance with these laws and expenditures for environmental control facilities has not had a material effect on our capital expenditures, earnings or competitive position. Additional information regarding environmental matters is contained in Note 13 to the Consolidated Financial Statements on page 65 of this Annual Report on Form 10-K.
 
We do not believe that existing or pending climate change legislation, regulation, or international treaties or accords are reasonably likely to have a material effect in the foreseeable future on our business or markets nor on our results of operations, capital expenditures or financial position. We will continue to monitor emerging developments in this area.
 
Employees
At January 2, 2016, we had approximately 35,000 employees.
 
Executive Officers of the Registrant
The following table sets forth certain information concerning our executive officers as of February 24, 2016.

Name	 	Age	 	Current Position with Textron Inc.	
Scott C. Donnelly	 	54	 	Chairman, President and Chief Executive Officer	
Frank T. Connor	 	56	 	Executive Vice President and Chief Financial Officer	
Cheryl H. Johnson	 	55	 	Executive Vice President, Human Resources	
E. Robert Lupone	 	56	 	Executive Vice President, General Counsel, Secretary and Chief Compliance Officer	
 
Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009 and became Chief Executive Officer of Textron in December 2009, at which time the Chief Operating Officer position was eliminated.  In July 2010, Mr. Donnelly was appointed Chairman of the Board of Directors effective September 1, 2010.  Previously, Mr. Donnelly was the President and CEO of General Electric Company’s Aviation business unit, a position he had held since July 2005.  GE’s Aviation business unit is a $16 billion maker of commercial and military jet engines and components, as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world’s largest and most diversified industrial research organizations with facilities in the U.S., India, China and Germany and held various other management positions since joining General Electric in 1989.
 
Mr. Connor joined Textron in August 2009 as Executive Vice President and Chief Financial Officer. Previously, Mr. Connor was head of Telecom Investment Banking at Goldman, Sachs & Co from 2003 to 2008. Prior to that position, he served as Chief Operating Officer of Telecom, Technology and Media Investment Banking at Goldman, Sachs from 1998 to 2003. Mr. Connor joined the Corporate Finance Department of Goldman, Sachs in 1986 and became a Vice President in 1990 and a Managing Director in 1996.
 
Ms. Johnson was named Executive Vice President, Human Resources in July 2012.  Ms. Johnson joined Textron in 1996 and has held various human resources leadership positions across Textron’s businesses, including Senior Human Resources Business Partner for Greenlee and Vice President of Human Resources for E-Z-GO , a position she held from 2006 until joining Bell in 2009.  At Bell, she most recently served as Director of Talent and Organizational Development.  Prior to Textron, Ms. Johnson held roles in human resources, marketing and sales, and finance disciplines at several organizations, including IBM and Hamilton Sundstrand, a United Technologies Company.
 
Mr. Lupone joined Textron in February 2012 as Executive Vice President, General Counsel, Secretary and Chief Compliance Officer.  Previously, he was senior vice president and general counsel of Siemens Corporation (U.S.) since 1999 and general counsel of Siemens AG for the Americas since 2008.  Prior to joining Siemens in 1992, Mr. Lupone was vice president and general counsel of Price Communications Corporation.
 
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Available Information
We make available free of charge on our Internet Web site (www.textron.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.
 
Forward-Looking Information
Certain statements in this Annual Report on Form 10-K and other oral and written statements made by us from time to time are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may describe strategies, goals, outlook or other non-historical matters, or project revenues, income, returns or other financial measures, often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “guidance,” “project,” “target,” “potential,” “will,” “should,” “could,” “likely” or “may” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements.  Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements.  In addition to those factors described herein under “RISK FACTORS,” among the factors that could cause actual results to differ materially from past and projected future results are the following:
 
·        Interruptions in the U.S. Government’s ability to fund its activities and/or pay its obligations;
·        Changing priorities or reductions in the U.S. Government defense budget, including those related to military operations in foreign countries;
·        Our ability to perform as anticipated and to control costs under contracts with the U.S. Government;
·        The U.S. Government’s ability to unilaterally modify or terminate its contracts with us for the U.S. Government’s convenience or for our failure to perform, to change applicable procurement and accounting policies, or, under certain circumstances, to withhold payment or suspend or debar us as a contractor eligible to receive future contract awards;
·        Changes in foreign military funding priorities or budget constraints and determinations, or changes in government regulations or policies on the export and import of military and commercial products;
·        Volatility in the global economy or changes in worldwide political conditions that adversely impact demand for our products;
·        Volatility in interest rates or foreign exchange rates;
·        Risks related to our international business, including establishing and maintaining facilities in locations around the world and relying on joint venture partners, subcontractors, suppliers, representatives, consultants and other business partners in connection with international business, including in emerging market countries;
·        Our Finance segment’s ability to maintain portfolio credit quality or to realize full value of receivables;
·        Performance issues with key suppliers or subcontractors;
·        Legislative or regulatory actions, both domestic and foreign, impacting our operations or demand for our products;
·        Our ability to control costs and successfully implement various cost-reduction activities;
·        The efficacy of research and development investments to develop new products or unanticipated expenses in connection with the launching of significant new products or programs;
·        The timing of our new product launches or certifications of our new aircraft products;
·        Our ability to keep pace with our competitors in the introduction of new products and upgrades with features and technologies desired by our customers;
·        Pension plan assumptions and future contributions;
·        Demand softness or volatility in the markets in which we do business; and
·        Cybersecurity threats, including the potential misappropriation of assets or sensitive information, corruption of data or operational disruption.
 
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Item 1A. Risk Factors 
 
Our business, financial condition and results of operations are subject to various risks, including those discussed below, which may affect the value of our securities. The risks discussed below are those that we believe currently are the most significant to our business.
 
We have customer concentration with the U.S. Government; reduction in U.S. Government defense spending may adversely affect our results of operations and financial condition.
During 2015, we derived approximately 24% of our revenues from sales to a variety of U.S. Government entities.  Our revenues from the U.S. Government largely result from contracts awarded to us under various U.S. Government defense-related programs. The funding of these programs is subject to congressional appropriation decisions and the U.S. Government budget process which includes enacting relevant legislation, such as appropriations bills and accords on the debt ceiling. Although multiple-year contracts may be planned in connection with major procurements, Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs often are only partially funded initially, and additional funds are committed only as Congress makes further appropriations.  If we incur costs in excess of funds committed on a contract, we are at risk for non-reimbursement of those costs until additional funds are appropriated.  The reduction, termination or delay in the timing of funding for U.S. Government programs for which we currently provide or propose to provide products or services may result in a loss of anticipated future revenues that could materially and adversely impact our results of operations and financial condition. Significant changes in national and international priorities for defense spending could impact the funding, or the timing of funding, of our programs, which could negatively impact our results of operations and financial condition.
 
Under the Budget Control Act of 2011, the U.S. Government committed to significantly reduce the federal deficit over ten years. As a result, long-term funding for various programs in which we participate, as well as future purchasing decisions by our U.S. Government customers, could be reduced, delayed or cancelled. In addition, these cuts could adversely affect the viability of the suppliers and subcontractors under our programs. There are many variables in how these budget cuts could be implemented that make it difficult to determine specific impacts; however, we expect that sequestration, as currently provided for under the Budget Control Act, would result in lower revenues, profits and cash flows for our company. Such circumstances may also result in an impairment of our goodwill and intangible assets.  Because our U.S. Government contracts generally require us to continue to perform even if the U.S. Government is unable to make timely payments; if, for example, the debt ceiling is not raised, and, as a result, our customer does not pay us on a timely basis, we would need to finance our continued performance of the impacted contracts from our other resources. An extended delay in the timely payment by the U.S. Government could result in a material adverse effect on our cash flows, results of operations and financial condition.
 
U.S. Government contracts may be terminated at any time and may contain other unfavorable provisions.
The U.S. Government typically can terminate or modify any of its contracts with us either for its convenience or if we default by failing to perform under the terms of the applicable contract.  In the event of termination for the U.S. Government’s convenience, contractors are generally protected by provisions covering reimbursement for costs incurred on the contracts and profit on those costs but not the anticipated profit that would have been earned had the contract been completed.  A termination arising out of our default for failure to perform could expose us to liability, including but not limited to, liability for re-procurement costs in excess of the total original contract amount, net of the value of work performed and accepted by the customer under the contract.  Such an event could also have an adverse effect on our ability to compete for future contracts and orders. If any of our contracts are terminated by the U.S. Government whether for convenience or default, our backlog and anticipated revenues would be reduced by the expected value of the remaining work under such contracts.  We also enter into “fee for service” contracts with the U.S. Government where we retain ownership of, and consequently the risk of loss on, aircraft and equipment supplied to perform under these contracts.  Termination of these contracts could materially and adversely impact our results of operations. On contracts for which we are teamed with others and are not the prime contractor, the U.S. Government could terminate a prime contract under which we are a subcontractor, irrespective of the quality of our products and services as a subcontractor.  In addition, in the event that the U.S. Government is unable to make timely payments, failure to continue contract performance places the contractor at risk of termination for default.  Any such event could result in a material adverse effect on our cash flows, results of operations and financial condition.
 
As a U.S. Government contractor, we are subject to procurement rules and regulations.
We must comply with and are affected by laws and regulations relating to the formation, administration and performance of U.S. Government contracts. These laws and regulations, among other things, require certification and disclosure of all cost and pricing data in connection with contract negotiation, define allowable and unallowable costs and otherwise govern our right to reimbursement under certain cost-based U.S. Government contracts, and restrict the use and dissemination of classified information and the exportation of certain products and technical data. Our U.S. Government contracts contain provisions that allow the U.S. Government to unilaterally suspend or debar us from receiving new contracts for a period of time, reduce the value of existing contracts, issue modifications to a contract, and control and potentially prohibit the export of our products, services and
 
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associated materials.  A number of our U.S. Government contracts contain provisions that require us to make disclosure to the Inspector General of the agency that is our customer if we have credible evidence that we have violated U.S. criminal laws involving fraud, conflict of interest, or bribery; the U.S. civil False Claims Act; or received a significant overpayment under a U.S. Government contract. Failure to properly and timely make disclosures under these provisions may result in a termination for default or cause, suspension and/or debarment, and potential fines.
 
As a U.S. Government contractor, our businesses and systems are subject to audit and review by the Defense Contract Audit Agency (DCAA) and the Defense Contract Management Agency (DCMA).
We operate in a highly regulated environment and are routinely audited and reviewed by the U.S. Government and its agencies such as DCAA and DCMA. These agencies review our performance under contracts, our cost structure and our compliance with laws and regulations applicable to U.S. Government contractors. The systems that are subject to review include, but are not limited to, our accounting, estimating, material management and accounting, earned value management, purchasing and government property systems. If an audit uncovers improper or illegal activities we may be subject to civil and criminal penalties and administrative sanctions that may include the termination of our contracts, forfeiture of profits, suspension of payments, fines, and, under certain circumstances, suspension or debarment from future contracts for a period of time. Whether or not illegal activities are alleged, the U.S. Government also has the ability to decrease or withhold certain payments when it deems systems subject to its review to be inadequate.  These laws and regulations affect how we conduct business with our government customers and, in some instances, impose added costs on our business.
 
Cost overruns on U.S. Government contracts could subject us to losses or adversely affect our future business.
Under fixed-price contracts, as a general rule, we receive a fixed price irrespective of the actual costs we incur, and, consequently, any costs in excess of the fixed price are absorbed by us. Changes in underlying assumptions, circumstances or estimates used in developing the pricing for such contracts may adversely affect our results of operations. Additionally, U.S. Government procurement policies increasingly favor fixed-price incentive-based fee arrangements rather than traditional fixed-price contracts; these fee arrangements could negatively impact our profitability. Other current U.S. Government policies could negatively impact our working capital and cash flow. For example, the government has expressed a preference for requiring progress payments rather than performance based payments on new fixed-price contracts, which if implemented, delays our ability to recover a significant amount of costs incurred on a contract and thus affects the timing of our cash flows.  Under time and materials contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses. Under cost-reimbursement contracts that are subject to a contract-ceiling amount, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance based, however, if our costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, we may not be able to obtain reimbursement for all such costs. Under each type of contract, if we are unable to control costs incurred in performing under the contract, our cash flows, results of operations and financial condition could be adversely affected. Cost overruns also may adversely affect our ability to sustain existing programs and obtain future contract awards.
 
Demand for our aircraft products is cyclical and could adversely affect our financial results.
Demand for business jets, turbo props and commercial helicopters has been cyclical and difficult to forecast. Therefore, future demand for these products could be significantly and unexpectedly less than anticipated and/or less than previous period deliveries. Similarly, t here is uncertainty as to when or whether our existing commercial backlog for aircraft products will convert to revenues as the conversion depends on production capacity, customer needs and credit availability. Changes in economic conditions may cause customers to request that firm orders be rescheduled or cancelled. Reduced demand for our aircraft products or delays or cancellations of orders could result in a material adverse effect on our cash flows, results of operations and financial condition.
 
We may make acquisitions that increase the risks of our business.
We may enter into acquisitions in an effort to expand our business and enhance shareholder value. Acquisitions involve risks and uncertainties that could result in our not achieving expected benefits.  Such risks include difficulties in integrating newly acquired businesses and operations in an efficient and cost-effective manner; challenges in achieving expected strategic objectives, cost savings and other benefits; the risk that the acquired businesses’ markets do not evolve as anticipated and that the acquired businesses’ products and technologies do not prove to be those needed to be successful in those markets; the risk that our due diligence reviews of the acquired business do not identify or adequately assess all of the material issues which impact valuation of the business or that may result in costs or liabilities in excess of what we anticipated; the risk that we pay a purchase price that exceeds what the future results of operations would have merited; the risk that the acquired business may have significant internal control deficiencies or exposure to regulatory sanctions; and the potential loss of key customers, suppliers and employees of the acquired businesses.  In addition, unanticipated delays or difficulties in effecting acquisitions may prevent the consummation of the acquisition or divert the attention of our management and resources from our existing operations.
 
If our Finance segment is unable to maintain portfolio credit quality, our financial performance could be adversely affected .
A key determinant of the financial performance of our Finance segment is the quality of loans, leases and other assets in its portfolio. Portfolio quality may be adversely affected by several factors, including finance receivable underwriting procedures,
 
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collateral value, geographic or industry concentrations, and the effect of general economic conditions. In addition, a majority of the new originations in our finance receivable portfolio are cross-border transactions for aircraft sold outside of the U.S.  Cross-border transactions present additional challenges and risks in realizing upon collateral in the event of borrower default, which may result in difficulty or delay in collecting on the related finance receivables.  If our Finance segment has difficulty successfully collecting its finance receivable portfolio, our cash flow, results of operations and financial condition could be adversely affected.
 
We may need to obtain financing in the future; such financing may not be available to us on satisfactory terms, if at all.
We may periodically need to obtain financing in order to meet our debt obligations as they come due, to support our operations and/or to make acquisitions. Our access to the debt capital markets and the cost of borrowings are affected by a number of factors including market conditions and the strength of our credit ratings. If we cannot obtain adequate sources of credit on favorable terms, or at all, our business, operating results, and financial condition could be adversely affected.
 
Failure to perform by our subcontractors or suppliers could adversely affect our performance.
We rely on other companies to provide raw materials, major components and subsystems for our products. Subcontractors also perform services that we provide to our customers in certain circumstances. We depend on these suppliers and subcontractors to meet our contractual obligations to our customers and conduct our operations. Our ability to meet our obligations to our customers may be adversely affected if suppliers or subcontractors do not provide the agreed-upon supplies or perform the agreed-upon services in compliance with customer requirements and in a timely and cost-effective manner. Likewise, the quality of our products may be adversely impacted if companies to whom we delegate manufacture of major components or subsystems for our products, or from whom we acquire such items, do not provide components or subsystems which meet required specifications and perform to our and our customers’ expectations. Our suppliers may be less likely than us to be able to quickly recover from natural disasters and other events beyond their control and may be subject to additional risks such as financial problems that limit their ability to conduct their operations. The risk of these adverse effects may be greater in circumstances where we rely on only one or two subcontractors or suppliers for a particular raw material, product or service. In particular, in the aircraft industry, most vendor parts are certified by the regulatory agencies as part of the overall Type Certificate for the aircraft being produced by the manufacturer. If a vendor does not or cannot supply its parts, then the manufacturer’s production line may be stopped until the manufacturer can design, manufacture and certify a similar part itself or identify and certify another similar vendor’s part, resulting in significant delays in the completion of aircraft. Such events may adversely affect our financial results, damage our reputation and relationships with our customers, and result in regulatory actions and/or litigation.
 
Our business could be negatively impacted by information technology disruptions and security threats.
Our information technology (IT) and related systems are critical to the smooth operation of our business and essential to our ability to perform day to day operations.  From time to time, we update and/or replace IT systems used by our businesses.  The implementation of new systems can present temporary disruptions of business activities as existing processes are transitioned to the new systems, resulting in productivity issues, including delays in production, shipments or other business operations.  In addition, we outsource certain support functions, including certain global IT infrastructure services, to third-party service providers. Any disruption of such outsourced processes or functions also could have a material adverse impact on our operations.  In addition, as a U.S. defense contractor, we face certain security threats, including threats to our IT infrastructure, unlawful attempts to gain access to our proprietary or classified information and threats to the physical security of our facilities and employees, as do our customers, suppliers, subcontractors and joint venture partners.  Cybersecurity threats, such as malicious software, attempts to gain unauthorized access to our confidential, classified or otherwise proprietary information or that of our employees or customers, as well as other security breaches, are persistent, continue to evolve and require highly skilled IT resources.  While we have experienced cybersecurity attacks, we have not suffered any material losses relating to such attacks, and we believe our threat detection and mitigation processes and procedures are robust.  Due to the evolving nature of these security threats, the possibility of future material incidents cannot be completely mitigated. An IT system failure, issues related to implementation of new IT systems or breach of data security, whether of our systems or the systems of our service providers or other third parties who may have access to our data for business purposes, could disrupt our operations, cause the loss of business information or compromise confidential information. Such an incident also could require significant management attention and resources and increased costs, and could adversely affect our competitiveness and our results of operations.
 
Developing new products and technologies entails significant risks and uncertainties.
To continue to grow our revenues and segment profit, we must successfully develop new products and technologies or modify our existing products and technologies for our current and future markets. Our future performance depends, in part, on our ability to identify emerging technological trends and customer requirements and to develop and maintain competitive products and services. Delays or cost overruns in the development and acceptance of new products, or certification of new aircraft and other products, could affect our results of operations. These delays could be caused by unanticipated technological hurdles, production changes to meet customer demands, unanticipated difficulties in obtaining required regulatory certifications of new aircraft or other products, coordination with joint venture partners or failure on the part of our suppliers to deliver components as agreed. We also could be adversely affected if our research and development investments are less successful than expected or if we do not adequately
 
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protect the intellectual property developed through these efforts. Likewise, new products and technologies could generate unanticipated safety or other concerns resulting in expanded product liability risks, potential product recalls and other regulatory issues that could have an adverse impact on us. Furthermore, because of the lengthy research and development cycle involved in bringing certain of our products to market, we cannot predict the economic conditions that will exist when any new product is complete. A reduction in capital spending in the aerospace or defense industries could have a significant effect on the demand for new products and technologies under development, which could have an adverse effect on our financial condition and results of operations. In addition, the market for our product offerings may not develop or continue to expand as we currently anticipate. Furthermore, we cannot be sure that our competitors will not develop competing technologies which gain superior market acceptance compared to our products.  A significant failure in our new product development efforts or the failure of our products or services to achieve market acceptance relative to our competitors’ products or services could have an adverse effect on our financial condition and results of operations.
 
We are subject to the risks of doing business in foreign countries.
During 2015, we derived approximately 38% of our revenues from international business, including U.S. exports, and we expect international revenues to continue to increase. Conducting business internationally exposes us to additional risks than if we conducted our business solely within the U.S. We maintain manufacturing facilities, service centers, supply centers and other facilities worldwide, including in various emerging market countries.  We also have entered into, and expect to continue to enter into, joint venture arrangements in emerging market countries, some of which may require capital investment, guaranties or other commitments.  Risks related to international operations include import, export and other trade restrictions; changing U.S. and foreign procurement policies and practices; restrictions on technology transfer; difficulties in protecting intellectual property; increasing complexity of employment and environmental, health and safety regulations; foreign investment laws; exchange controls; repatriation of earnings or cash settlement challenges, competition from foreign and multinational firms with home country advantages; economic and government instability, acts of terrorism and related safety concerns.  The impact of any one or more of these or other factors could adversely affect our business, financial condition or operating results.
 
Additionally, some international government customers require contractors to agree to specific in-country purchases, technology transfers, manufacturing agreements or financial support arrangements, known as offsets, as a condition for a contract award. The contracts generally extend over several years and may include penalties if we fail to perform in accordance with the offset requirements which are often subjective. We also are exposed to risks associated with using foreign representatives and consultants for international sales and operations and teaming with international subcontractors and suppliers in connection with international programs. In many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by laws and regulations applicable to us, such as the Foreign Corrupt Practices Act. Although we maintain policies and procedures designed to facilitate compliance with these laws, a violation of such laws by any of our international representatives, consultants, joint ventures, business partners, subcontractors or suppliers, even if prohibited by our policies, could have an adverse effect on our business and reputation.
 
We are subject to increasing compliance risks that could adversely affect our operating results.
As a global business, we are subject to laws and regulations in the U.S. and other countries in which we operate. Our increased focus on international sales and global operations requires importing and exporting goods and technology, some of which have military applications subjecting them to more stringent import-export controls across international borders on a regular basis. For example, we sometimes initially must obtain licenses and authorizations from various U.S. Government agencies before we are permitted to sell certain of our aerospace and defense products outside the U.S. Both U.S. and foreign laws and regulations applicable to us have been increasing in scope and complexity. For example, both U.S. and foreign governments and government agencies regulate the aviation industry, and they may impose new regulations with additional aircraft security or other requirements or restrictions, including, for example, restrictions and/or fees related to carbon emissions levels. Changes in environmental laws and regulations, including those enacted in response to climate change concerns and other actions known as “green initiatives,” could lead to the necessity for new or additional investment in product designs or manufacturing processes and could increase environmental compliance expenditures, including costs to defend regulatory reviews. New or changing laws and regulations or related interpretation and policies could increase our costs of doing business, affect how we conduct our operations, adversely impact demand for our products, and/or limit our ability to sell our products and services. Compliance with laws and regulations of increasing scope and complexity is even more challenging in our current business environment in which reducing our operating costs is often necessary to remain competitive. In addition, a violation of U.S. and/or foreign laws by one of our employees or business partners could subject us or our employees to civil or criminal penalties, including material monetary fines, or other adverse actions, such as denial of import or export privileges and/or debarment as a government contractor which could damage our reputation and have an adverse effect on our business.
 
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We are subject to legal proceedings and other claims.
We are subject to legal proceedings and other claims arising out of the conduct of our business, including proceedings and claims relating to commercial and financial transactions; government contracts; alleged lack of compliance with applicable laws and regulations; production partners; product liability; patent and trademark infringement; employment disputes; and environmental, safety and health matters.  Due to the nature of our manufacturing business, we may be subject to liability claims arising from accidents involving our products, including claims for serious personal injuries or death caused by weather or by pilot, driver or user error. In the case of litigation matters for which reserves have not been established because the loss is not deemed probable, it is reasonably possible that such claims could be decided against us and could require us to pay damages or make other expenditures in amounts that are not presently estimable. In addition, we cannot be certain that our reserves are adequate and that our insurance coverage will be sufficient to cover one or more substantial claims. Furthermore, we may not be able to obtain insurance coverage at acceptable levels and costs in the future.  Litigation is inherently unpredictable, and we could incur judgments, receive adverse arbitration awards or enter into settlements for current or future claims that could adversely affect our financial position or our results of operations in any particular period.
 
Intellectual property infringement claims of others and the inability to protect our intellectual property rights could harm our business and our customers.
Intellectual property infringement claims may be asserted by third parties against us or our customers. Any related indemnification payments or legal costs we may be obliged to pay on behalf of our businesses, our customers or other third parties could be costly. In addition, we own the rights to many patents, trademarks, brand names, trade names and trade secrets that are important to our business. The inability to enforce these intellectual property rights may have an adverse effect on our results of operations. Additionally, our intellectual property could be at risk due to various cybersecurity threats.
 
Certain of our products are subject to laws regulating consumer products and could be subject to repurchase or recall as a result of safety issues.
As a distributor of consumer products in the U.S., certain of our products also are subject to the Consumer Product Safety Act, which empowers the U.S. Consumer Product Safety Commission (CPSC) to exclude from the market products that are found to be unsafe or hazardous. Under certain circumstances, the CPSC could require us to repair, replace or refund the purchase price of one or more of our products, or potentially even discontinue entire product lines, or we may voluntarily do so, but within strictures recommended by the CPSC. The CPSC also can impose fines or penalties on a manufacturer for non-compliance with its requirements. Furthermore, failure to timely notify the CPSC of a potential safety hazard can result in significant fines being assessed against us. Any repurchases or recalls of our products or an imposition of fines or penalties could be costly to us and could damage the reputation or the value of our brands. Additionally, laws regulating certain consumer products exist in some states, as well as in other countries in which we sell our products, and more restrictive laws and regulations may be adopted in the future.
 
The increasing costs of certain employee and retiree benefits could adversely affect our results.
Our earnings and cash flow may be adversely impacted by the amount of income or expense we expend or record for employee benefit plans. This is particularly true for our defined benefit pension plans, where required contributions to those plans and related expenses are driven by, among other things, our assumptions of the expected long-term rate of return on plan assets, the discount rate used for future payment obligations and the rates of future cost growth. Additionally, as part of our annual evaluation of these plans, significant changes in our assumptions, due to changes in economic, legislative and/or demographic experience or circumstances, or changes in our actual investment returns could negatively impact the funded status of our plans requiring us to substantially increase our pension liability with a resulting decrease in shareholders’ equity. Also, changes in pension legislation and regulations could increase the cost associated with our defined benefit pension plans.
 
Our business could be adversely affected by strikes or work stoppages and other labor issues.
Approximately 7,200, or 28%, of our U.S. employees are unionized, and many of our non-U.S. employees are represented by organized councils. As a result, we may experience work stoppages, which could negatively impact our ability to manufacture our products on a timely basis, resulting in strain on our relationships with our customers and a loss of revenues. The presence of unions also may limit our flexibility in responding to competitive pressures in the marketplace. In addition, the workforces of many of our suppliers and customers are represented by labor unions. Work stoppages or strikes at the plants of our key suppliers could disrupt our manufacturing processes; similar actions at the plants of our customers could result in delayed or canceled orders for our products. Any of these events could adversely affect our results of operations.
 
Currency, raw material price and interest rate fluctuations may adversely affect our results.
We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates, raw material prices and interest rates. Currency variations also contribute to variations in sales of products and services in impacted jurisdictions. Accordingly, fluctuations in foreign currency rates could adversely affect our profitability in future periods. We monitor and manage these exposures as an integral part of our overall risk management program. In some cases, we purchase
 
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derivatives or enter into contracts to insulate our results of operations from these fluctuations. Nevertheless, changes in currency exchange rates, raw material prices and interest rates can have substantial adverse effects on our results of operations.
 
We may be unable to effectively mitigate pricing pressures.
In some markets, particularly where we deliver component products and services to OEMs, we face ongoing customer demands for price reductions, which sometimes are contractually obligated. However, if we are unable to effectively mitigate future pricing pressures through technological advances or by lowering our cost base through improved operating and supply chain efficiencies, our results of operations could be adversely affected.
 
Unanticipated changes in our tax rates or exposure to additional income tax liabilities could affect our profitability.
We are subject to income taxes in both the U.S. and various non-U.S. jurisdictions, and our domestic and international tax liabilities are subject to the allocation of income among these different jurisdictions. Our effective tax rate could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes to unrecognized tax benefits or changes in tax laws, which could affect our profitability. In particular, the carrying value of deferred tax assets is dependent on our ability to generate future taxable income, as well as changes to applicable statutory tax rates.  In addition, the amount of income taxes we pay is subject to audits in various jurisdictions, and a material assessment by a tax authority could affect our profitability.
 
Item 1B. Unresolved Staff Comments 
 
None.
 
Item 2. Properties 
 
On January 2, 2016, we operated a total of 59 plants located throughout the U.S. and 52 plants outside the U.S.  We own 57 plants and lease the remainder for a total manufacturing space of approximately 24.3 million square feet.  We consider the productive capacity of the plants operated by each of our business segments to be adequate.  We also own or lease offices, warehouses, training and service centers and other space at various locations. In general, our facilities are in good condition, are considered to be adequate for the uses to which they are being put and are substantially in regular use.
 
Item 3. Legal Proceedings 
 
On October 7, 2014, the Federal Aviation Administration of the U.S. Department of Transportation (DOT) issued a Notice of Proposed Civil Penalty to McCauley Propeller Systems, a Division of Cessna Aircraft Company, for alleged violations of DOT’s hazardous materials shipment regulations in connection with the shipment of resin product by air from McCauley’s Columbus, GA facility.  The DOT has proposed a civil penalty of $238,000, and Cessna Aircraft Company is currently negotiating the disposition of the matter.
 
We also are subject to actual and threatened legal proceedings and other claims arising out of the conduct of our business, including proceedings and claims relating to commercial and financial transactions; government contracts; alleged lack of compliance with applicable laws and regulations; production partners; product liability; patent and trademark infringement; employment disputes; and environmental, health and safety matters.  Some of these legal proceedings and claims seek damages, fines or penalties in substantial amounts or remediation of environmental contamination.  As a government contractor, we are subject to audits, reviews and investigations to determine whether our operations are being conducted in accordance with applicable regulatory requirements.  Under federal government procurement regulations, certain claims brought by the U.S. Government could result in our suspension or debarment from U.S. Government contracting for a period of time.  On the basis of information presently available, we do not believe that existing proceedings and claims will have a material effect on our financial position or results of operations.
 
Item 4. Mine Safety Disclosures 
 
Not applicable.
 
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PART II 
 
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 
 
The principal market on which our common stock is traded is the New York Stock Exchange under the symbol “TXT.”  At January 2, 2016, there were approximately 10,000 record holders of Textron common stock.  The high and low sales prices per share of our common stock as reported on the New York Stock Exchange and the dividends paid per share are provided in the following table:

 	 	2015	 	2014	
 	 	High	 	Low	 	Dividends
per Share	 	 	High	 	Low	 	Dividends
per Share	 	
First quarter	 	$	45.61	 	$	40.95	 	$	0.02	 	 	$	40.18	 	$	34.28	 	$	0.02	 	
Second quarter	 	46.93	 	42.97	 	0.02	 	 	40.93	 	36.96	 	0.02	 	
Third quarter	 	44.98	 	32.20	 	0.02	 	 	39.03	 	35.54	 	0.02	 	
Fourth quarter	 	43.93	 	38.18	 	0.02	 	 	44.23	 	32.28	 	0.02	 	

Issuer Repurchases of Equity Securities
The following provides information about our fourth quarter 2015 repurchases of equity securities that are registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended:

Period (shares in thousands)	 	Total
Number of
Shares
Purchased (1)	 	Average Price
Paid per Share
(excluding
commissions)	 	Total Number of
Shares Purchased as
part of Publicly
Announced Plan (1)	 	Maximum
Number of Shares
that may yet be
Purchased under
the Plan	 	
October 4, 2015 – November 7, 2015	 	208	 	$	37.63	 	208	 	10,882	 	
November 8, 2015 – December 5, 2015	 	—	 	—	 	—	 	10,882	 	
December 6, 2015 – January 2, 2016	 	—	 	—	 	—	 	10,882	 	
Total	 	208	 	$	37.63	 	208	 	 	 	
 
 (1) These shares were purchased pursuant to a plan authorizing the repurchase of up to 25 million shares of Textron common stock that had been announced on January 23, 2013. This plan has no expiration date.
 
Stock Performance Graph
The following graph compares the total return on a cumulative basis at the end of each year of $100 invested in our common stock on December 31, 2010 with the Standard & Poor’s (S&P) 500 Stock Index, the S&P 500 Aerospace & Defense (A&D) Index and the S&P 500 Industrials Index, all of which include Textron. The values calculated assume dividend reinvestment.

 

 	 	2010	 	2011	 	2012	 	2013	 	2014	 	2015	 	
Textron Inc.	 	$	100.00	 	$	78.53	 	$	105.62	 	$	157.05	 	$	180.27	 	$	180.18	 	
S&P 500	 	100.00	 	102.11	 	118.45	 	156.82	 	178.29	 	180.75	 	
S&P 500 A&D	 	100.00	 	105.28	 	120.61	 	186.85	 	208.21	 	219.52	 	
S&P 500 Industrials	 	100.00	 	105.43	 	120.98	 	159.26	 	178.94	 	184.13	 	

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Item 6.  Selected Financial Data 

( Dollars in millions, except per share amounts )	 	2015	 	 	2014	 	2013	 	2012	 	2011	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	
Textron Aviation	 	$	4,822	 	 	$	4,568	 	$	2,784	 	$	3,111	 	$	2,990	 	
Bell	 	3,454	 	 	4,245	 	4,511	 	4,274	 	3,525	 	
Textron Systems	 	1,520	 	 	1,624	 	1,665	 	1,737	 	1,872	 	
Industrial	 	3,544	 	 	3,338	 	3,012	 	2,900	 	2,785	 	
Finance	 	83	 	 	103	 	132	 	215	 	103	 	
Total revenues	 	$	13,423	 	 	$	13,878	 	$	12,104	 	$	12,237	 	$	11,275	 	
Segment profit	 	 	 	 	 	 	 	 	 	 	 	 	
Textron Aviation (a)	 	$	400	 	 	$	234	 	$	(48	)	$	82	 	$	60	 	
Bell	 	400	 	 	529	 	573	 	639	 	521	 	
Textron Systems	 	129	 	 	150	 	147	 	132	 	141	 	
Industrial	 	302	 	 	280	 	242	 	215	 	202	 	
Finance (b)	 	24	 	 	21	 	49	 	64	 	(333	)	
Total segment profit	 	1,255	 	 	1,214	 	963	 	1,132	 	591	 	
Corporate expenses and other, net	 	(154	)	 	(161	)	(166	)	(148	)	(114	)	
Interest expense, net for Manufacturing group	 	(130	)	 	(148	)	(123	)	(143	)	(140	)	
Acquisition and restructuring costs (c)	 	—	 	 	(52	)	—	 	—	 	—	 	
Income tax expense	 	(273	)	 	(248	)	(176	)	(260	)	(95	)	
Income from continuing operations	 	$	698	 	 	$	605	 	$	498	 	$	581	 	$	242	 	
Per share of common stock	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations — basic	 	$	2.52	 	 	$	2.17	 	$	1.78	 	$	2.07	 	$	0.87	 	
Income from continuing operations — diluted	 	$	2.50	 	 	$	2.15	 	$	1.75	 	$	1.97	 	$	0.79	 	
Dividends declared	 	$	0.08	 	 	$	0.08	 	$	0.08	 	$	0.08	 	$	0.08	 	
Book value at year-end	 	$	18.10	 	 	$	15.45	 	$	15.54	 	$	11.03	 	$	9.84	 	
Common stock price: High	 	$	46.93	 	 	$	44.23	 	$	37.43	 	$	29.18	 	$	28.87	 	
Low	 	$	32.20	 	 	$	32.28	 	$	23.94	 	$	18.37	 	$	14.66	 	
Year-end	 	$	42.01	 	 	$	42.17	 	$	36.61	 	$	24.12	 	$	18.49	 	
Common shares outstanding (In thousands)	 	 	 	 	 	 	 	 	 	 	 	 	
Basic average	 	276,682	 	 	279,409	 	279,299	 	280,182	 	277,684	 	
Diluted average	 	278,727	 	 	281,790	 	284,428	 	294,663	 	307,255	 	
Year-end	 	274,228	 	 	276,582	 	282,059	 	271,263	 	278,873	 	
Financial position	 	 	 	 	 	 	 	 	 	 	 	 	
Total assets	 	$	14,708	 	 	$	14,605	 	$	12,944	 	$	13,033	 	$	13,615	 	
Manufacturing group debt	 	$	2,697	 	 	$	2,811	 	$	1,931	 	$	2,301	 	$	2,459	 	
Finance group debt	 	$	913	 	 	$	1,063	 	$	1,256	 	$	1,686	 	$	1,974	 	
Shareholders’ equity	 	$	4,964	 	 	$	4,272	 	$	4,384	 	$	2,991	 	$	2,745	 	
Manufacturing group debt-to-capital (net of cash)	 	26	%	 	33	%	15	%	24	%	37	%	
Manufacturing group debt-to-capital	 	35	%	 	40	%	31	%	44	%	47	%	
Investment data	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	$	420	 	 	$	429	 	$	444	 	$	480	 	$	423	 	
Depreciation	 	$	391	 	 	$	389	 	$	349	 	$	336	 	$	343	 	

(a)           Segment profit includes amortization of $12 million and $63 million in 2015 and 2014, respectively, related to fair value step-up adjustments of Beechcraft acquired inventories sold during the period.
 
(b)           For 2011, segment profit includes a $186 million initial mark-to-market adjustment for finance receivables in the Golf Mortgage portfolio that were transferred to the held for sale classification.
 
(c)            Acquisition and restructuring costs are related to the acquisition of Beech Holdings, LLC, the parent of Beechcraft Corporation, which was completed on March 14, 2014.
 
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Item 7. Manage m ent’s Discussion and Analysis of Financial Condition and Results of Operations 
 
Overview and Consolidated Results of Operations
 
For Textron, 2015 was a year of solid execution across our business segments.  We improved operational performance enabling us to increase profitability despite an overall decline in revenues.  In addition, we continued our strategy of development and investment in new products to position our businesses for future growth.  Several highlights of 2015 include the following:
 
·                   Improved gross margin by 60 basis-points from 17.1% to 17.7%.
·                   Grew segment profit to $1.3 billion, a 3% increase, despite a 3% decline in revenues.
·                   Raised diluted earnings per share from continuing operations by 16%, from $2.15 to $2.50.
·                   Generated $1.0 billion in cash from operating activities of our manufacturing businesses.
·                   Increased our investment in research and development activities by 12% to $778 million.
·                   Invested $420 million in capital expenditures and $81 million in complementary acquisitions.
·                   Returned $241 million to our shareholders through share repurchases and dividend payments.
·                   Reduced our debt-to-capital, net of cash ratio to 26% from 33%.
 
An analysis of our consolidated operating results is set forth below.  A more detailed analysis of our segments’ operating results is provided in the Segment Analysis section on pages 20 to 27.
 
Revenues

 	 	 	 	 	% Change	
(Dollars in millions)	 	2015	2014	2013 	2015	2014	
Revenues	 	$	13,423	$	13,878	$	12,104 	(3)%	15%	

Revenues decreased $455 million, 3%, in 2015, compared with 2014, as decreases in the Bell and Textron Systems segments were partially offset by higher revenues in the Textron Aviation and Industrial segments.  The net revenue decrease included the following factors:

·	Lower Bell revenues of $791 million, largely due to a decrease of $577 million in V-22 program revenues, primarily reflecting lower aircraft deliveries, a decrease of $193 million in commercial revenues, largely related to a change in mix of commercial aircraft sold during the period, and lower commercial aftermarket volume of $92 million.	
·	Lower Textron Systems revenues of $104 million, primarily due to lower volume in the Unmanned Systems product line, largely reflecting lower deliveries in the fourth quarter.	
·	Higher Textron Aviation revenues of $254 million, primarily due to the first quarter impact of the Beechcraft acquisition of $219 million and higher volume and mix of $35 million. We completed the acquisition of Beechcraft on March 14, 2014, and as a result, 2014 does not reflect a full twelve months of its revenues.	
·	Higher Industrial segment revenues of $206 million, primarily due to higher volume of $357 million, largely in the Fuel Systems and Functional Components product line, and the impact from acquisitions of $103 million, partially offset by an unfavorable foreign exchange impact of $240 million.	
 
Revenues increased $1.8 billion, 15%, in 2014, compared with 2013, as increases in the Textron Aviation and Industrial segments were partially offset by lower revenues in the Bell, Textron Systems and Finance segments.  The net revenue increase included the following factors:
 
·                   Higher Textron Aviation revenues of $1.8 billion, primarily due to a $1.5 billion impact from the Beechcraft acquisition and a $263 million increase in volume, largely related to Citation jets.
·                   Higher Industrial segment revenues of $326 million, primarily due to $181 million in higher volume, largely in the Fuel Systems and Functional Components product line, and a $142 million impact from acquisitions.
·                   Lower Bell revenues of $266 million, largely due to a $183 million decrease in commercial revenues reflecting lower sales activity across the commercial helicopter market, and $99 million in lower other military volume , largely related to the H-1 program reflecting lower aircraft deliveries and production support.
·                   Lower Textron Systems revenues of $41 million, primarily due to lower volume of $233 million in the Marine and Land Systems product line, reflecting lower vehicle deliveries, partially offset by higher volume of $130 million in the Unmanned Systems product line and a $62 million impact from acquisitions.
·                   Lower Finance revenues of $29 million, primarily attributable to gains on the disposition of finance receivables held for sale during 2013.
 
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Cost of Sales and Selling and Administrative Expense

 	 	 	 	 	% Change	
(Dollars in millions)	 	2015	2014	2013    	2015	2014	
Operating expenses	 	$	12,283	$	12,782	$	11,257	(4)%	14%	
Cost of sales	 	 	10,979	 	11,421	 	10,131	(4)%	13%	
Gross margin as a percentage of Manufacturing revenues	 	 	17.7%	 	17.1%	 	15.4%	 	 	
Selling and administrative expenses	 	$	1,304	$	1,361	$	1,126  	(4)%	21%	
 
Manufacturing cost of sales and selling and administrative expenses together comprise our operating expenses.  Cost of sales decreased $442 million, 4%, in 2015, compared with 2014, largely due to lower volume at the Bell segment and a $217 million favorable foreign exchange impact mostly from the strengthening of the U.S. dollar against the Euro, partially offset by higher volume at the Industrial segment, and an increase from acquired businesses, primarily Beechcraft.  The 60 basis-point improvement in gross margin was largely driven by the Textron Aviation segment, primarily reflecting the net impact of the Beechcraft acquisition, which includes the benefit of the integrated cost structure of Beechcraft and Cessna, and lower amortization of fair value step-up adjustments related to acquired Beechcraft inventories.
 
Selling and administrative expense decreased $57 million, 4%, in 2015, compared with 2014.  Significant factors contributing to the decrease in expense include a favorable impact from ongoing cost reduction activities at the Bell Segment and lower share-based compensation expense of $22 million, which were partially offset by an increase from acquired businesses, primarily Beechcraft.
 
Manufacturing cost of sales increased $1.3 billion, 13%, in 2014, compared with 2013, largely due to the impact of acquired businesses, primarily Beechcraft.  In 2014, gross margin as a percentage of manufacturing revenues increased 170 basis-points largely due to improved leverage resulting from higher revenues primarily at the Textron Aviation segment.
 
S elling and administrative expense increased $235 million, 21%, in 2014, compared with 2013, largely related to businesses acquired in the past year and compensation expense. These increases were partially offset by $28 million in severance costs incurred in 2013 in connection with a voluntary separation program at the Textron Aviation segment.
 
Acquisition and Restructuring Costs
In 2014, we executed a restructuring program in our Textron Aviation segment to align the Cessna and Beechcraft businesses, reduce operating redundancies and maximize efficiencies.  During 2014, we recorded charges of $41 million related to these restructuring activities, along with $11 million of transaction costs, which were included in the Acquisition and restructuring costs line on the Consolidated Statements of Operations.
 
Interest Expense

 	 	 	 	 	% Change	
(Dollars in millions)	 	2015	2014	2013 	2015	2014	
Interest expense	 	$	169	$	191	$	173 	(12)%	10%	

Interest expense on the Consolidated Statements of Operations includes interest for both the Finance and Manufacturing borrowing groups with interest related to intercompany borrowings eliminated.  Interest expense for the Finance segment is included within segment profit and includes intercompany interest.  Consolidated interest expense decreased $22 million, 12%, in 2015, compared with 2014, primarily due to favorable borrowing costs and lower average debt outstanding.  In 2014, consolidated interest expense increased $18 million, 10%, compared with 2013, primarily due to a $31 million impact related to financing the Beechcraft acquisition, partially offset by $9 million of lower interest expense due to the maturity of our convertible notes in the second quarter of 2013.
 
Income Tax Expense
Our effective tax rate was 28.1%, 29.1% and 26.1% in 2015, 2014 and 2013, respectively.  This rate generally differs from the U.S. federal statutory tax rate of 35% due to certain earnings from operations in lower-tax jurisdictions throughout the world, as well as the domestic manufacturing deduction and the research and development credit.  The jurisdictions with favorable tax rates that have the most significant effective tax rate impact in the periods presented include Canada, Germany, United Kingdom, Belgium and China.  We have not provided for U.S. taxes for those earnings because we plan to reinvest all of those earnings indefinitely outside of the U.S.
 
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In 2013, our effective tax rate was reduced by approximately 4.0% due to the tax benefit recognized upon the retroactive reinstatement and extension of the Federal Research and Development Tax Credit for the period from January 1, 2012 to December 31, 2013.  This credit was subsequently extended in 2014 and in 2015, resulting in a 1.5% reduction in our effective tax rate for each year.
 
For a full reconciliation of our effective tax rate to the U.S. federal statutory tax rate of 35% see Note 12 to the Consolidated Financial Statements.
 
Segment Analysis
 
We operate in, and report financial information for, the following five business segments: Textron Aviation, Bell, Textron Systems, Industrial and Finance.  Segment profit is an important measure used for evaluating performance and for decision-making purposes.  Segment profit for the manufacturing segments excludes interest expense, certain corporate expenses and acquisition and restructuring costs related to the Beechcraft acquisition. The measurement for the Finance segment includes interest income and expense along with intercompany interest income and expense.
 
In our discussion of comparative results for the Manufacturing group, changes in revenues and segment profit typically are expressed for our commercial business in terms of volume, pricing, foreign exchange and acquisitions.  Additionally, changes in segment profit may be expressed in terms of mix, inflation and cost performance. Volume changes in revenues represent increases/decreases in the number of units delivered or services provided.  Pricing represents changes in unit pricing.  Foreign exchange is the change resulting from translating foreign-denominated amounts into U.S. dollars at exchange rates that are different from the prior period.  Revenues generated by acquired businesses are reflected in Acquisitions for a twelve-month period.  For segment profit, mix represents a change due to the composition of products and/or services sold at different profit margins.  Inflation represents higher material, wages, benefits, pension or other costs.  Performance reflects an increase or decrease in research and development, depreciation, selling and administrative costs, warranty, product liability, quality/scrap, labor efficiency, overhead, product line profitability, start-up, ramp up and cost-reduction initiatives or other manufacturing inputs.
 
Approximately 24% of our 2015 revenues were derived from contracts with the U.S. Government.  For our segments that have significant contracts with the U.S. Government, we typically express changes in segment profit related to the government business in terms of volume, changes in program performance or changes in contract mix. Changes in volume that are discussed in net sales typically drive corresponding changes in our segment profit based on the profit rate for a particular contract. Changes in program performance typically relate to profit recognition associated with revisions to total estimated costs at completion that reflect improved or deteriorated operating performance or award fee rates. Changes in contract mix refers to changes in operating margin due to a change in the relative volume of contracts with higher or lower fee rates such that the overall average margin rate for the segment changes.
 
Textron Aviation

 	 	 	 	 	% Change	
(Dollars in millions)	 	2015 	2014	2013	2015	2014	
Revenues	 	$	4,822 	$	4,568	$	2,784	6% 	64%	
Operating expenses	 	 	4,422 	 	4,334	 	2, 832	2% 	53%	
Segment profit (loss)	 	 	400 	 	234	 	( 48)	71% 	— 	
Profit margin	 	 	8.3% 	 	5.1%	 	(1.7)%	 	 	
Backlog	 	$	1,074 	$	1,365	$	1, 018	(21)%	34%	
 
Textron Aviation Revenues and Operating Expenses
Factors contributing to the 2015 year-over-year revenue change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2015 versus
2014	 	
Acquisitions	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	219	 	
Volume and mix	 	 	 	 	 	 	 	 	 	 	 	35	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	254	 	
 
Textron Aviation’s revenues increased $254 million, 6%, in 2015, compared with 2014, primarily due to the first quarter impact of the Beechcraft acquisition of $219 million and higher volume and mix of $35 million.  We delivered 166 Citation jets and 117 King Air turboprops in 2015, compared with 159 Citation jets and 113 King Air turboprops in 2014.  The portion of the segment’s revenues derived from aftermarket sales and services represented 29% of its total revenues in 2015, compared with 30% in 2014.
 
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Textron Aviation’s operating expenses increased $88 million in 2015, compared with 2014, primarily due to the incremental operating costs related to the Beechcraft acquisition and higher volume, partially offset by lower amortization of $51 million related to fair value step-up adjustments of acquired Beechcraft inventories sold during the period.
 
Factors contributing to the 2014 year-over-year revenue change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2014 versus
2013	 	
Acquisitions	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,480	 	
Volume	 	 	 	 	 	 	 	 	 	 	 	263	 	
Pricing	 	 	 	 	 	 	 	 	 	 	 	41	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,784	 	
 
Textron Aviation’s revenues increased $1.8 billion, 64%, in 2014, compared with 2013, primarily due to the impact of the Beechcraft acquisition of $1.5 billion and higher volume of $263 million.  The increase in volume was primarily the result of higher Citation jet volume of $344 million, partially offset by lower CitationAir volume of $78 million related to exiting our fractional share business.  We delivered 159 Citation jets and 113 King Air turboprops in 2014, compared with 139 Citation jets in 2013.  During 2014, the portion of the segment’s revenues derived from aftermarket sales and services represented 30% of its total revenues, compared with 33% in 2013.
 
Textron Aviation’s operating expenses increased $1.5 billion, 53%, in 2014, compared with 2013, primarily due to the incremental operating costs related to the Beechcraft acquisition, and higher net volume as described above. Textron Aviation’s operating expenses exclude acquisition and restructuring costs incurred across the segment as a result of the Beechcraft integration, which are reported separately and are discussed in the Acquisition and Restructuring Costs section above.
 
Textron Aviation Segment Profit (Loss)
Factors contributing to 2015 year-over-year segment profit change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2015 versus
2014	 	
Performance and other	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	119	 	
Volume and mix	 	 	 	 	 	 	 	 	 	 	 	47	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	166	 	
 
Segment profit at Textron Aviation increased $166 million, 71%, in 2015, compared with 2014, primarily due to an increase in performance and other, reflecting the net profit impact from the Beechcraft acquisition, which includes the benefit of the integrated cost structure of Beechcraft and Cessna, and lower amortization of $51 million related to fair value step-up adjustments as described above.  Segment profit was also favorably impacted by higher volume as well as the mix of products sold.
 
Factors contributing to 2014 year-over-year segment profit (loss) change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2014 versus
2013	 	
Performance and other	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	117	 	
Volume	 	 	 	 	 	 	 	 	 	 	 	89	 	
Pricing and inflation	 	 	 	 	 	 	 	 	 	 	 	48	 	
2013 Voluntary Separation Program	 	 	 	 	 	 	 	 	 	 	 	28	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	282	 	
 
Textron Aviation segment profit increased $282 million in 2014, compared with 2013, primarily due to an increase in performance and other, higher volume as described above, favorable pricing and inflation and $28 million in severance costs incurred in 2013.  During the second quarter of 2014, the cost structures of Beechcraft and Cessna were significantly integrated, and as a result, performance and other reflects the net profit impact of Beechcraft, including the benefit of the integrated cost structure.  Performance and other also includes amortization of $63 million in 2014, related to fair value step-up adjustments of acquired inventories sold during the periods.
 
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Textron Aviation Backlog
Textron Aviation’s backlog decreased $291 million, 21%, in 2015, primarily due to deliveries on military contracts.  In 2014, backlog increased $347 million, 34%, which included the impact of the Beechcraft acquisition.
 
Bell

 	 	 	 	 	% Change	
(Dollars in millions)	 	2015	2014	2013 	2015	2014	
Revenues:	 	 	 	 	 	 	 	 	 	
V-22 program	 	$	1,194	$	1,771	$	1,755 	(33)%	1%	
Other military	 	 	839	 	860	 	959 	(2)%	(10)%	
Commercial	 	 	1,421	 	1,614	 	1,797 	(12)%	(10)%	
Total revenues	 	 	3,454	 	4,245	 	4,511 	(19)%	(6)%	
Operating expenses	 	 	3,054	 	3,716	 	3,938 	(18)%	(6)%	
Segment profit	 	 	400	 	529	 	573 	(24)%	(8)%	
Profit margin	 	 	11.6%	 	12.5%	 	12.7%	 	 	
Backlog	 	$	5,224	$	5,524	$	6,450 	(5)%	(14)%	
 
Bell’s major U.S. Government programs at this time are the V-22 tiltrotor aircraft and the H-1 helicopter platforms, which are both in the production stage and represent a significant portion of Bell’s revenues from the U.S. Government.
 
Bell Revenues and Operating Expenses
Factors contributing to the 2015 year-over-year revenue change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2015 versus
2014	 	
Volume and mix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(807	)	
Other	 	 	 	 	 	 	 	 	 	 	 	16	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(791	)	
 
Bell’s revenues decreased $791 million, 19%, in 2015, compared with 2014, primarily due to the following factors:

·	$577 million decrease in V-22 program revenues, primarily reflecting lower aircraft deliveries, as we delivered 24 V-22 aircraft in 2015, compared with 37 V-22 aircraft in 2014.	
·	$193 million decrease in commercial revenues, largely related to a change in mix of commercial aircraft sold during the period, reflecting lower sales activity across the commercial helicopter market, and $92 million of lower aftermarket volume. Bell delivered 175 commercial aircraft in 2015, compared with 178 commercial aircraft in 2014.	
·	$21 million decrease in other military, which included $41 million recorded in the second quarter of 2014 related to the settlement of the SDD phase of the ARH program. Bell delivered 24 H-1 aircraft in both periods.	
 
Bell’s operating expenses decreased $662 million, 18%, in 2015, compared with 2014, primarily due to lower net sales volume as described above and the favorable impact of ongoing cost reduction activities.
 
As a result of cost reduction actions announced in April 2015, Bell incurred approximately $40 million in severance and benefit costs during the second quarter of 2015.  The initial impact of the restructuring on Bell’s segment profit in the second quarter of 2015 was not significant due to cost savings from headcount reductions and the impact of including a portion of these costs in our indirect cost rates. These actions reduced Bell’s headcount by approximately 1,100 employees representing approximately 12% of the Bell workforce at that time.
 
Factors contributing to the 2014 year-over-year revenue change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2014 versus
2013	 	
Volume and mix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(300	)	
Other	 	 	 	 	 	 	 	 	 	 	 	34	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(266	)	
 
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Bell’s revenues decreased $266 million, 6%, in 2014, compared with 2013, primarily due to the following factors:

·	$183 million decrease in commercial revenues, largely related to lower volume reflecting lower sales activity across the commercial helicopter market. Bell delivered 178 commercial aircraft in 2014, compared with 213 commercial aircraft in 2013.	
·	$99 million decrease in other military volume, primarily related to the H-1 program, largely reflecting lower aircraft deliveries and production support. Lower volume was partially offset by $41 million recorded in the second quarter of 2014, related to the settlement of the SDD phase of the ARH program. Bell delivered 24 H-1 aircraft in 2014, compared with 25 aircraft in 2013.	
·	$16 million increase in V-22 program revenues, reflecting higher product support volume of $115 million. This increase was largely offset by lower aircraft deliveries, as we delivered 37 V-22 aircraft in 2014 compared to 41 V-22 aircraft in 2013.	
 
Bell’s operating expenses decreased $222 million, 6% in 2014, compared with 2013, primarily due to lower net volume as described above.  In addition, Bell experienced favorable profit adjustments on its long-term contracts, primarily driven by cost reduction activities in 2014 as well as unfavorable performance in 2013.
 
Bell Segment Profit
Factors contributing to 2015 year-over-year segment profit change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2015 versus
2014	 	
Volume and mix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(223	)	
Performance and other	 	 	 	 	 	 	 	 	 	 	 	94	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(129	)	
 
Bell’s segment profit decreased $129 million, 24%, in 2015, compared with 2014, primarily due to a $223 million unfavorable impact from lower volume and mix and a $16 million favorable program profit adjustment in 2014 related to the ARH program, as described above. Volume and mix was partially offset by favorable performance and other of $94 million, largely related to ongoing cost reduction activities.
 
Factors contributing to 2014 year-over-year segment profit change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2014 versus
2013	 	
Volume and Mix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(72	)	
Performance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	23	 	
Other	 	 	 	 	 	 	 	 	 	 	 	5	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(44	)	
 
Bell’s segment profit decreased $44 million, 8%, in 2014, compared with 2013. The impact of volume and mix was largely driven by lower commercial volume and an unfavorable mix of commercial aircraft deliveries, partially offset by a $16 million favorable program profit adjustment related to the ARH program as described above. Favorable performance primarily reflected our cost reduction activities in 2014 as well as unfavorable performance in 2013.
 
Bell Backlog
In 2015, Bell’s backlog decreased $300 million, 5%, primarily related to the commercial business. In 2014, Bell’s backlog decreased $926 million, 14%, primarily due to V-22 aircraft deliveries in excess of orders.
 
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Textron Systems

 	 	 	 	 	% Change	
(Dollars in millions)	 	2015	2014	2013   	2015	2014	
Revenues	 	$	1,520	$	1,624	$	1,665   	(6)%	(2)%	
Operating expenses	 	 	1,391	 	1,474	 	1,518   	(6)%	(3)%	
Segment profit	 	 	129	 	150	 	147   	(14)%	2%	
Profit margin	 	 	8.5%	 	9.2%	 	8.8%	 	 	
Backlog	 	$	2,328	$	2,790	$	2,803   	(17)%	—   	
 
Textron Systems Revenues and Operating Expenses
Factors contributing to the 2015 year-over-year revenue change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2015 versus
2014	 	
Volume	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(105	)	
Other	 	 	 	 	 	 	 	 	 	 	 	1	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(104	)	
 
Revenues at Textron Systems decreased $104 million, 6%, in 2015, compared with 2014, primarily due to lower volume in the Unmanned Systems product line.
 
Textron Systems’ operating expenses decreased $83 million, 6%, in 2015, compared with 2014, primarily due to lower volume as described above, partially offset by an unfavorable mix of products delivered in 2015.
 
Factors contributing to the 2014 year-over-year revenue change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2014 versus
2013	 	
Volume	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(106	)	
Acquisitions	 	 	 	 	 	 	 	 	 	 	 	62	 	
Other	 	 	 	 	 	 	 	 	 	 	 	3	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(41	)	
 
Revenues at Textron Systems decreased $41 million, 2%, in 2014, compared with 2013, primarily due to lower volume in the Marine and Land Systems product line of $233 million, reflecting fewer vehicle deliveries, partially offset by higher volume in the Unmanned Systems product line of $130 million and a $62 million impact largely related to the acquisition of two flight simulation and training businesses in December 2013.
 
Textron Systems’ operating expenses decreased $44 million, 3%, in 2014, compared with 2013, primarily due to lower volume as described above, as well as the impact of a $15 million charge recorded in 2013 related to Unmanned Systems’ fee-for-service program.  Operating expenses also included the impact of costs related to acquisitions.
 
Textron Systems Segment Profit
Factors contributing to 2015 year-over-year segment profit change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2015 versus
2014	 	
Volume and mix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(24	)	
Performance	 	 	 	 	 	 	 	 	 	 	 	8	 	
Other	 	 	 	 	 	 	 	 	 	 	 	(5	)	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(21	)	
 
Textron Systems’ segment profit decreased $21 million, 14%, in 2015, compared with 2014, primarily resulting from lower volume and unfavorable product mix in 2015.
 
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Factors contributing to 2014 year-over-year segment profit change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2014 versus
2013	 	
Performance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	22	 	
Volume	 	 	 	 	 	 	 	 	 	 	 	(12	)	
Other	 	 	 	 	 	 	 	 	 	 	 	(7	)	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	3	 	
 
Segment profit at Textron Systems increased $3 million, 2%, in 2014, compared with 2013, primarily driven by $22 million of improved performance, partially offset by $12 million from lower volume as described above.  Performance primarily reflects the impact of unfavorable profit adjustments in 2013, including a $15 million charge related to Unmanned Systems’ fee-for-service program.
 
Systems Backlog
Textron Systems’ backlog decreased $462 million, 17%, in 2015, primarily due to deliveries in excess of orders in the Weapons and Sensors and Unmanned Systems product lines.
 
Industrial

 	 	 	 	 	% Change	
(Dollars in millions)	 	2015	2014	2013 	2015	2014	
Revenues:	 	 	 	 	 	 	 	 	 	
Fuel Systems and Functional Components	 	$	2,078 	$	1,975 	$	1,853 	5%	7%	
Other Industrial	 	 	1,466 	 	1,363 	 	1,159 	8%	18%	
Total revenues	 	 	3,544 	 	3,338 	 	3,012 	6%	11%	
Operating expenses	 	 	3,242 	 	3,058 	 	2,770 	6%	10%	
Segment profit	 	 	302 	 	280 	 	242 	8%	16%	
Profit margin	 	 	8.5%	 	8.4%	 	8.0%	 	 	
 
Industrial Revenues and Operating Expenses
Factors contributing to the 2015 year-over-year revenue change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2015 versus
2014	 	
Volume	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	357	 	
Foreign exchange	 	 	 	 	 	 	 	 	 	 	 	(240	)	
Acquisitions	 	 	 	 	 	 	 	 	 	 	 	103	 	
Other	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(14	)	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	206	 	
 
Industrial segment revenues increased $206 million, 6%, in 2015, compared with 2014, primarily due to higher volume of $357 million and the impact from acquisitions of $103 million, partially offset by an unfavorable foreign exchange impact of $240 million mostly related to the strengthening of the U.S. dollar primarily against the Euro.  Higher volume reflected a $283 million increase in the Fuel Systems and Functional Components product line, primarily due to automotive industry demand in Europe and North America, and a $74 million increase in the Other Industrial product lines.
 
Operating expenses for the Industrial segment increased $184 million, 6%, in 2015, compared with 2014, largely due to the impact from higher volume as described above and additional operating expenses from acquisitions of $105 million, partially offset by a favorable impact of $225 million from changes in foreign exchange rates.
 
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Factors contributing to the 2014 year-over-year revenue change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2014 versus
2013	 	
Volume	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	181	 	
Acquisitions	 	 	 	 	 	 	 	 	 	 	 	142	 	
Other	 	 	 	 	 	 	 	 	 	 	 	3	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	326	 	
 
Industrial segment revenues increased $326 million, 11%, in 2014, compared with 2013, primarily due to higher volume of $181 million and an impact from acquisitions of $142 million, primarily within our Specialized Vehicles and Equipment product line.  Higher volume resulted from a $142 million increase in the Fuel Systems and Functional Components product line, principally reflecting automotive industry demand in North America and Europe, and a $39 million increase in the Other Industrial product lines.
 
Operating expenses for the Industrial segment increased $288 million, 10%, in 2014, compared with 2013, largely due to the impact from higher volume as described above and additional operating expenses from recently acquired businesses.
 
Industrial Segment Profit
Factors contributing to 2015 year-over-year segment profit change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2015 versus
2014	 	
Volume	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	42	 	
Performance	 	 	 	 	 	 	 	 	 	 	 	(15	)	
Foreign exchange	 	 	 	 	 	 	 	 	 	 	 	(15	)	
Other	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	10	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	22	 	
 
Segment profit for the Industrial segment increased $22 million, 8%, in 2015, compared with 2014, largely due to the impact from higher volume as described above, partially offset by unfavorable performance of $15 million and an unfavorable impact of $15 million from changes in foreign exchange rates.
 
Factors contributing to 2014 year-over-year segment profit change are provided below:

( In millions )	 	 	 	 	 	 	 	 	 	 	 	2014 versus
2013	 	
Volume and mix	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	20	 	
Performance	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	15	 	
Other	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3	 	
Total change	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	38	 	
 
Segment profit for the Industrial segment increased $38 million, 16%, in 2014, compared with 2013, largely due to the impact from higher volume as described above. Profit was also impacted by improved performance of $15 million, primarily driven by the Fuel Systems and Functional Components product line.
 
Finance

 	 	 	 	 	 	 	 	
(In millions)	 	2015	 	2014	 	2013	 	
Revenues	 	$	83	 	$	103	 	$	132	 	
Segment profit	 	24	 	21	 	49	 	

Finance Revenues
Finance segment revenues decreased $20 million in 2015, compared with 2014, primarily attributable to average finance receivables being lower by $187 million.
 
Finance segment revenues decreased $29 million in 2014, compared with 2013, primarily attributable to a $31 million impact from gains on the disposition of finance receivables held for sale during 2013. These gains resulted from the payoff of loans in amounts,
 
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and sale of loans at prices, in excess of the values established in previous periods.
 
Finance Segment Profit
Finance segment profit increased $3 million in 2015, compared with 2014, primarily due to lower provision for loan losses.
 
Finance segment profit decreased $28 million in 2014, compared with 2013, primarily due to a change in provision for loan losses of $29 million, largely reflecting reserve reversals in 2013 primarily related to the non-captive business, and the impact from gains on finance receivables held for sale as described above.  These decreases in segment profit were partially offset by lower administrative expense of $19 million in 2014, primarily associated with the exit of the non-captive business.
 
Finance Portfolio Quality
The following table reflects information about the Finance segment’s credit performance related to finance receivables.

(Dollars in millions)	 	January 2,
2016	 	January 3,
2015	 	
Finance receivables*	 	$	1,105	 	$	1,254	 	
Nonaccrual finance receivables	 	84	 	81	 	
Ratio of nonaccrual finance receivables to finance receivables	 	7.60	%	6.46	%	
60+ days contractual delinquency	 	$	69	 	$	57	 	
60+ days contractual delinquency as a percentage of finance receivables	 	6.24	%	4.55	%	
* Excludes finance receivables held for sale.
 
Liquidity and Capital Resources
 
Our financings are conducted through two separate borrowing groups.  The Manufacturing group consists of Textron consolidated with its majority-owned subsidiaries that operate in the Textron Aviation, Bell, Textron Systems and Industrial segments.  The Finance group, which also is the Finance segment, consists of Textron Financial Corporation and its consolidated subsidiaries.  We designed this framework to enhance our borrowing power by separating the Finance group.  Our Manufacturing group operations include the development, production and delivery of tangible goods and services, while our Finance group provides financial services.  Due to the fundamental differences between each borrowing group’s activities, investors, rating agencies and analysts use different measures to evaluate each group’s performance.  To support those evaluations, we present balance sheet and cash flow information for each borrowing group within the Consolidated Financial Statements.
 
Key information that is utilized in assessing our liquidity is summarized below:

(Dollars in millions)	 	January 2,
2016	 	January 3,
2015	 	
Manufacturing group	 	 	 	 	 	
Cash and equivalents	 	$	 946	 	$	731	 	
Debt	 	2,697	 	2,811	 	
Shareholders’ equity	 	4,964	 	4,272	 	
Capital (debt plus shareholders’ equity)	 	7,661	 	7,083	 	
Net debt (net of cash and equivalents) to capital	 	26	%	33	%	
Debt to capital	 	35	%	40	%	
Finance group	 	 	 	 	 	
Cash and equivalents	 	$	 59	 	$	 91	 	
Debt	 	913	 	1,063	 	
 
We believe that our calculations of debt to capital and net debt to capital are useful measures as they provide a summary indication of the level of debt financing (i.e., leverage) that is in place to support our capital structure, as well as to provide an indication of the capacity to add further leverage.  We believe that we will have sufficient cash to meet our future needs, based on our existing cash balances, the cash we expect to generate from our manufacturing operations and other available funding alternatives, as appropriate.
 
Textron has a senior unsecured revolving credit facility that expires in October 2018 for an aggregate principal amount of $1.0 billion, of which up to $100 million is available for the issuance of letters of credit.  At January 2, 2016, there were no amounts borrowed against the facility, and there were $33 million of letters of credit issued against it.  We also maintain an effective shelf
 
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registration statement filed with the Securities and Exchange Commission that authorizes us to issue an unlimited amount of public debt and other securities.
 
Manufacturing Group Cash Flows
 
Cash flows from continuing operations for the Manufacturing group as presented in our Consolidated Statement of Cash Flows are summarized below:

(In millions)	 	2015	 	2014	 	2013	 	
Operating activities	 	$	1,038	 	$	1,097	 	$	658	 	
Investing activities	 	(496	)	(2,065	)	(624	)	
Financing activities	 	(308	)	552	 	(240	)	

Cash flows provided by operating activities was $1,038 million in 2015, compared with $1,097 million in 2014, a decrease of 5%.  This decrease was largely due to a change in working capital, partially offset by higher income from continuing operations of $94 million and dividends received from the Finance group of $63 million in 2015.  A significant factor contributing to the decrease in cash flows related to working capital was a reduction in customer deposits of $304 million at Textron Aviation, largely reflecting advance deposits received on military contracts in 2014 for 2015 deliveries.
 
Cash flows from operating activities increased $439 million during 2014, compared with 2013, largely due to a change in working capital, higher income from continuing operations of $120 million and lower contributions of $118 million to our pension plans, partially offset by $175 million of dividends received from the Finance group in 2013.  Working capital was favorably impacted by an increase of $226 million in customer deposits, primarily at Textron Aviation, and a $174 million increase in cash from accounts receivable, largely at Bell, partially offset by an increase in net tax payments of $43 million.
 
Net tax payments were $187 million, $266 million and $223 million in 2015, 2014 and 2013, respectively. P ension contributions were $68 million, $76 million and $194 million in 2015, 2014 and 2013, respectively.
 
Cash flows used in investing activities included capital expenditures of $420 million, $429 million and $444 million in 2015, 2014 and 2013, respectively.  In 2014, investing cash flows also included a $1.5 billion aggregate cash payment to acquire Beechcraft.
 
In 2015, 2014 and 2013, cash flows used in financing activities included the repayment of outstanding debt of $100 million, $559 million and $528 million, respectively.  In 2014, cash flows from financing activities included proceeds from long-term debt of $1.4 billion, most of which was used to finance a portion of the Beechcraft acquisition.
 
Share Repurchases
Under a 2013 share repurchase authorization, we repurchased an aggregate of 5.2 million shares of our outstanding common stock for $219 million in 2015 and an aggregate of 8.9 million shares of our outstanding common stock for $340 million in 2014.
 
Dividends
Dividend payments to shareholders totaled $22 million, $28 million and $22 million in 2015, 2014 and 2013, respectively.
 
Dividends from the Finance group are included within cash flows from operating activities for the Manufacturing group as they represent a return on investment.  Dividends paid by the Finance group were $63 million and $175 million in 2015 and 2013, respectively.
 
Finance Group Cash Flows
The cash flows from continuing operations for the Finance group are summarized below:

(In millions)	 	2015	 	2014	 	2013	 	
Operating activities	 	$	30	 	$	5	 	$	66	 	
Investing activities	 	197	 	255	 	624	 	
Financing activities	 	(259	)	(217	)	(677	)	

In 2015, 2014 and 2013, the Finance group’s cash flows from operating activities were primarily impacted by changes in net taxes paid/received. Net tax (payments)/receipts were $(11) million, $(23) million and $49 million in 2015, 2014 and 2013, respectively.
 
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Cash flows from investing activities primarily included collections on finance receivables and proceeds from sales of receivables and other finance assets totaling $389 million, $499 million and $853 million in 2015, 2014 and 2013, respectively, partially offset by financial receivable originations of $194 million, $215 million and $271 million, respectively.
 
Cash used in financing activities included payments on long-term and nonrecourse debt of $256 million, $345 million and $743 million in 2015, 2014 and 2013, respectively, which were partially offset by proceeds from long-term debt of $61 million, $128 million and $298 million, respectively. In 2015 and 2013, dividend payments to the Manufacturing group totaled $63 million and $175 million, respectively.
 
Consolidated Cash Flows
The consolidated cash flows from continuing operations, after elimination of activity between the borrowing groups, are summarized below:

(In millions)	 	2015	 	2014	 	2013	 	
Operating activities	 	$	1,094	 	$	1,211	 	$	813	 	
Investing activities	 	(388	)	(1,919	)	(264	)	
Financing activities	 	(504	)	335	 	(742	)	

Cash flows provided by operating activities was $1,094 million in 2015, compared with $1,211 million in 2014, a decrease of 10%.  This decrease was largely due to a change in working capital, partially offset by higher income from continuing operations of $93 million. A significant factor contributing to the decrease in cash flows related to working capital was a reduction in customer deposits of $304 million at Textron Aviation, largely reflecting advance deposits received on military contracts in 2014 for 2015 deliveries.
 
Cash flows from operating activities increased $398 million during 2014, compared with 2013, largely due to a change in working capital, lower contributions of $118 million to our pension plans and higher income from continuing operations of $107 million. Working capital was favorably impacted by an increase of $226 million in customer deposits, primarily at Textron Aviation, and a $174 million increase in cash from accounts receivable, largely at Bell, partially offset by an increase in net tax payments of $115 million and lower net cash receipts from captive finance receivables of $87 million.
 
Net tax payments were $198 million, $289 million and $174 million in 2015, 2014 and 2013, respectively.
 
Cash flows from investing activities included capital expenditures of $420 million, $429 million and $444 million in 2015, 2014 and 2013, respectively. In 2014, cash flows from investing activities also included a $1.5 billion aggregate cash payment to acquire Beechcraft.  Collections on finance receivables and proceeds from sales of receivables and other finance assets totaled $105 million, $134 million and $368 million in 2015, 2014 and 2013, respectively.
 
Cash used in financing activities included $219 million and $340 million of share repurchases in 2015 and 2014, respectively.   In 2015, 2014 and 2013, financing activities also include the repayment of outstanding long-term debt of $356 million, $904 million and $1.3 billion, respectively.  Cash flows from financing activities also included proceeds of $1.6 billion from long-term debt in 2014, most of which was used to finance a portion of the Beechcraft acquisition, and proceeds of $448 million from long-term debt in 2013.
 
Captive Financing and Other Intercompany Transactions
The Finance group finances retail purchases and leases for new and pre-owned aircraft and helicopters manufactured by our Manufacturing group, otherwise known as captive financing.  In the Consolidated Statements of Cash Flows, cash received from customers or from the sale of receivables is reflected as operating activities when received from third parties.  However, in the cash flow information provided for the separate borrowing groups, cash flows related to captive financing activities are reflected based on the operations of each group.  For example, when product is sold by our Manufacturing group to a customer and is financed by the Finance group, the origination of the finance receivable is recorded within investing activities as a cash outflow in the Finance group’s statement of cash flows.  Meanwhile, in the Manufacturing group’s statement of cash flows, the cash received from the Finance group on the customer’s behalf is recorded within operating cash flows as a cash inflow.  Although cash is transferred between the two borrowing groups, there is no cash transaction reported in the consolidated cash flows at the time of the original financing.  These captive financing activities, along with all significant intercompany transactions, are reclassified or eliminated from the Consolidated Statements of Cash Flows.
 
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Reclassification adjustments included in the Consolidated Statement of Cash Flows are summarized below:

 	 	 	 	 	 	 	 	
(In millions)	 	2015	 	2014	 	2013	 	
Reclassifications adjustments from investing activities:	 	 	 	 	 	 	 	 	 	 	
Finance receivable originations for Manufacturing group inventory sales	 	$	(194	)	$	(215	)	$	(248	)	
Cash received from customers	 	284	 	365	 	485	 	
Other	 	(1	)	(41	)	27	 	
Total reclassifications adjustments from investing activities	 	89	 	109	 	264	 	
Reclassifications adjustments from financing activities:	 	 	 	 	 	 	 	
Dividends received by Manufacturing group from Finance group	 	(63	)	—	 	(175	)	
Total reclassifications adjustments to cash flow from operating activities	 	$	26	 	$	109	 	$	89	 	
 
Under a Support Agreement between Textron and TFC, Textron is required to maintain a controlling interest in TFC.  The agreement, which was amended in December 2015, also requires Textron to ensure that TFC maintains fixed charge coverage of no less than 125% and consolidated shareholder’s equity of no less than $125 million.  There were no cash contributions required to be paid to TFC in 2015, 2014 and 2013 to maintain compliance with the support agreement.
 
Contractual Obligations
 
Manufacturing Group
The following table summarizes the known contractual obligations, as defined by reporting regulations, of our Manufacturing group as of January 2, 2016:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Payments Due by Period	
(In millions)	 	 	 	 	 	Total	 	 	Year 1	 	Years 2-3	 	Years 4-5	 	More Than 5
Years	 	
Liabilities reflected in balance sheet:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt	 	 	 	 	$	2,701	 	$	262	 	$	513	 	$	687	 	$	1,239	 	
Interest on borrowings	 	 	 	 	 	626	 	 	128	 	 	211	 	 	154	 	 	133	 	
Pension benefits for unfunded plans	 	 	 	 	 	371	 	 	26	 	 	49	 	 	44	 	 	252	 	
Postretirement benefits other than pensions	 	 	 	 	 	364	 	 	40	 	 	71	 	 	59	 	 	194	 	
Other long-term liabilities	 	 	 	 	 	477	 	 	92	 	 	134	 	 	105	 	 	146	 	
Liabilities not reflected in balance sheet:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Purchase obligations	 	 	 	 	 	2,847	 	 	2,038	 	 	730	 	 	60	 	 	19	 	
Operating leases	 	 	 	 	 	380	 	 	74	 	 	101	 	 	74	 	 	131	 	
Total Manufacturing group	 	 	 	 	$	7,766	 	$	2,660	 	$	1,809	 	$	1,183	 	$	2,114	 	

Pension and Postretirement Benefits
We maintain defined benefit pension plans and postretirement benefit plans other than pensions as described in Note 11 to the Consolidated Financial Statements. Included in the above table are discounted estimated benefit payments we expect to make related to unfunded pension and other postretirement benefit plans. Actual benefit payments are dependent on a number of factors, including mortality assumptions, expected retirement age, rate of compensation increases and medical trend rates, which are subject to change in future years. Our policy for funding pension plans is to make contributions annually, consistent with applicable laws and regulations; however, future contributions to our pension plans are not included in the above table.  In 2016, we expect to make approximately $33 million of contributions to our funded pension plans and the Retirement Account Plan. Based on our current assumptions, which may change with changes in market conditions, our current contribution for each of the years from 2017 through 2020 are estimated to be in the range of approximately $60 million to $125 million under the plan provisions in place at this time.
 
Other Long-Term Liabilities
Other long-term liabilities consist of undiscounted amounts in the Consolidated Balance Sheets that primarily include obligations under deferred compensation arrangements and estimated environmental remediation costs. Payments under deferred compensation arrangements have been estimated based on management’s assumptions of expected retirement age, mortality, stock price and rates of return on participant deferrals.  The timing of cash flows associated with environmental remediation costs is largely based on historical experience. Certain other long-term liabilities, such as deferred taxes, unrecognized tax benefits and product liability, warranty and litigation reserves, have been excluded from the table due to the uncertainty of the timing of payments combined with the absence of historical trends to be used as a predictor for such payments.
 
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Purchase Obligations
Purchase obligations include undiscounted amounts committed under legally enforceable contracts or purchase orders for goods and services with defined terms as to price, quantity and delivery dates. Approximately 30% of the purchase obligations we disclose represent purchase orders issued for goods and services to be delivered under firm contracts with the U.S. Government for which we have full recourse under customary contract termination clauses.
 
Finance Group
The following table summarizes the known contractual obligations, as defined by reporting regulations, of our Finance group as of January 2, 2016:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	Payments Due by Period	
(In millions)	 	 	 	 	 	Total	 	 	Year 1	 	Years 2-3	 	Years 4-5	 	More Than 5
Years	 	
Liabilities reflected in balance sheet:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Term debt	 	 	 	 	$	573	 	$	135	 	$	278	 	$	95	 	$	65	 	
Subordinated debt	 	 	 	 	 	299	 	 	—	 	 	—	 	 	—	 	 	299	 	
Securitized debt	 	 	 	 	 	41	 	 	20	 	 	17	 	 	3	 	 	1	 	
Interest on borrowings	 	 	 	 	 	201	 	 	33	 	 	31	 	 	18	 	 	119	 	
Total Finance group	 	 	 	 	$	1,114	 	$	188	 	$	326	 	$	116	 	$	484	 	

Securitized debt payments do not represent contractual obligations of the Finance group, and we do not provide legal recourse to investors who purchase interests in the securitizations beyond the credit enhancement inherent in the retained subordinate interests.
 
At January 2, 2016, the Finance group also had $28 million in other liabilities that are payable within the next 12 months.
 
Critical Accounting Estimates
 
To prepare our Consolidated Financial Statements to be in conformity with generally accepted accounting principles, we must make complex and subjective judgments in the selection and application of accounting policies.  The accounting policies that we believe are most critical to the portrayal of our financial condition and results of operations are listed below.  We believe these policies require our most difficult, subjective and complex judgments in estimating the effect of inherent uncertainties.  This section should be read in conjunction with Note 1 to the Consolidated Financial Statements, which includes other significant accounting policies.
 
Long-Term Contracts
We make a substantial portion of our sales to government customers pursuant to long-term contracts.  These contracts require development and delivery of products over multiple years and may contain fixed-price purchase options for additional products.  We account for these long-term contracts under the percentage-of-completion method of accounting.  Under this method, we estimate profit as the difference between total estimated revenues and cost of a contract.  The percentage-of-completion method of accounting involves the use of various estimating techniques to project costs at completion and, in some cases, includes estimates of recoveries asserted against the customer for changes in specifications.  Due to the size, length of time and nature of many of our contracts, the estimation of total contract costs and revenues through completion is complicated and subject to many variables relative to the outcome of future events over a period of several years.  We are required to make numerous assumptions and estimates relating to items such as expected engineering requirements, complexity of design and related development costs, product performance, performance of subcontractors, availability and cost of materials, labor productivity and cost, overhead and capital costs, manufacturing efficiencies and the achievement of contract milestones, including product deliveries, technical requirements, or schedule.
 
Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals.  We update our projections of costs at least semiannually or when circumstances significantly change.  Adjustments to projected costs are recognized in earnings when determinable.  Anticipated losses on contracts are recognized in full in the period in which the losses become probable and estimable.  Due to the significance of judgment in the estimation process described above, it is likely that materially different revenues and/or cost of sales amounts could be recorded if we used different assumptions or if the underlying circumstances were to change.  Our earnings could be reduced by a material amount resulting in a charge to earnings if (a) total estimated contract costs are significantly higher than expected due to changes in customer specifications prior to contract amendment, (b) total estimated contract costs are significantly higher than previously estimated due to cost overruns or inflation, (c) there is a change in engineering efforts required during the development stage of the contract or (d) we are unable to meet contract milestones.
 
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At the outset of each contract, we estimate the initial profit booking rate. The initial profit booking rate of each contract considers risks surrounding the ability to achieve the technical requirements (for example, a newly-developed product versus a mature product), schedule (for example, the number and type of milestone events), and costs by contract requirements in the initial estimated costs at completion. Profit booking rates may increase during the performance of the contract if we successfully retire risks surrounding the technical, schedule, and costs aspects of the contract. Likewise, the profit booking rate may decrease if we are not successful in retiring the risks; and, as a result, our estimated costs at completion increase. All of the estimates are subject to change during the performance of the contract and, therefore, may affect the profit booking rate. When adjustments are required, any changes from prior estimates are recognized using the cumulative catch-up method with the impact of the change from inception-to-date recorded in the current period.
 
The following table sets forth the aggregate gross amount of all program profit adjustments that are included within segment profit for the three years ended January 2, 2016:

 	 	 	 	 	 	 	 	
(In millions)	 	2015	 	2014	 	2013	 	
Gross favorable	 	$	111	 	$	132	 	$	51	 	
Gross unfavorable	 	 	(33	)	 	(37	)	 	(22	)	
Net adjustments	 	$	78	 	$	95	 	$	29	 	
 
Goodwill
We evaluate the recoverability of goodwill annually in the fourth quarter or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate that the carrying value of a reporting unit might be impaired.  The reporting unit represents the operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment, in which case such component is the reporting unit.  In certain instances, we have aggregated components of an operating segment into a single reporting unit based on similar economic characteristics.
 
We calculate the fair value of each reporting unit, primarily using discounted cash flows. These cash flows incorporate assumptions for short- and long-term revenue growth rates, operating margins and discount rates that represent our best estimates of current and forecasted market conditions, cost structure, anticipated net cost reductions, and the implied rate of return that we believe a market participant would require for an investment in a business having similar risks and business characteristics to the reporting unit being assessed.  The revenue growth rates and operating margins used in our discounted cash flow analysis are based on our strategic plans and long-range planning forecasts.  The long-term growth rate we use to determine the terminal value of the business is based on our assessment of its minimum expected terminal growth rate, as well as its past historical growth and broader economic considerations such as gross domestic product, inflation and the maturity of the markets we serve.  We utilize a weighted-average cost of capital in our impairment analysis that makes assumptions about the capital structure that we believe a market participant would make and include a risk premium based on an assessment of risks related to the projected cash flows of each reporting unit.  We believe this approach yields a discount rate that is consistent with an implied rate of return that an independent investor or market participant would require for an investment in a company having similar risks and business characteristics to the reporting unit being assessed.
 
If the reporting unit’s estimated fair value exceeds its carrying value, there is no impairment, and no further analysis is performed.  Otherwise, the amount of the impairment is determined by comparing the carrying amount of the reporting unit’s goodwill to the implied fair value of that goodwill.  The implied fair value of goodwill is determined by assigning a fair value to all of the reporting unit’s assets and liabilities, including any unrecognized intangible assets, as if the reporting unit had been acquired in a business combination. If the carrying amount of the goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess.
 
Based on our annual impairment review, the fair value of all of our reporting units exceeded their carrying values, and we do not believe that there is a reasonable possibility that any units might fail the initial step of the impairment test in the foreseeable future.
 
Retirement Benefits
We maintain various pension and postretirement plans for our employees globally.  These plans include significant pension and postretirement benefit obligations, which are calculated based on actuarial valuations.  Key assumptions used in determining these obligations and related expenses include expected long-term rates of return on plan assets, discount rates and healthcare cost projections.  We also make assumptions regarding employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increases.  We evaluate and update these assumptions annually.
 
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To determine the weighted-average expected long-term rate of return on plan assets, we consider the current and expected asset allocation, as well as historical and expected returns on each plan asset class.  A lower expected rate of return on plan assets will increase pension expense.  For 2015, the assumed expected long-term rate of return on plan assets used in calculating pension expense was 7.57%, compared with 7.60% in 2014.  For the last four years, the assumed rate of return for our domestic plans, which represent approximately 91% of our total pension assets, was 7.75%.  A 50 basis-point decrease in this long-term rate of return in 2015 would have increased pension cost for our domestic plans by approximately $29 million.
 
The discount rate enables us to state expected future benefit payments as a present value on the measurement date, reflecting the current rate at which the pension liabilities could be effectively settled.  This rate should be in line with rates for high-quality fixed income investments available for the period to maturity of the pension benefits, which fluctuate as long-term interest rates change.  A lower discount rate increases the present value of the benefit obligations and increases pension expense.  In 2015, the weighted-average discount rate used in calculating pension expense was 4.25%, compared with 4.92% in 2014.  For our domestic plans, the assumed discount rate was 4.25% in 2015, compared with 5.00% for 2014. In the second quarter of 2015, our Bell segment announced cost reduction actions that resulted in a headcount reduction that was deemed a curtailment. As a result, we remeasured Bell’s pension plan incorporating a 50 basis-point increase in our discount rate to 4.75%. A 50 basis-point decrease in the weighted-average discount rate that includes the remeasurement would have increased pension cost for our domestic plans by approximately $34 million in 2015.
 
The trend in healthcare costs is difficult to estimate, and it has an important effect on postretirement liabilities.  The 2015 medical and prescription drug healthcare cost trend rates represent the weighted-average annual projected rate of increase in the per capita cost of covered benefits.  In 2015, we assumed a trend rate of 7.50% for both medical and prescription drug healthcare rates and assumed this rate would gradually decline to 5.00% by 2024 and then remain at that level.  See Note 11 to the Consolidated Financial Statements for the impact of a one-percentage-point change in the cost trend rate.
 
Income Taxes
Deferred income tax balances reflect the effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and their tax bases, as well as from net operating losses and tax credit carryforwards, and are stated at enacted tax rates in effect for the year taxes are expected to be paid or recovered.  Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years.  We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including the future reversal of existing taxable temporary differences, taxable income in carryback years, available tax planning strategies and estimated future taxable income.
 
The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which may result in proposed assessments.  Our estimate of the potential outcome for any uncertain tax issue is highly judgmental.  We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date.  For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.  Interest and penalties are accrued, where applicable.  We recognize net tax-related interest and penalties for continuing operations in income tax expense.  If we do not believe that it is more likely than not that a tax benefit will be sustained, no tax benefit is recognized.  However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to settlement of income tax examinations, new regulatory or judicial pronouncements, or other relevant events.  As a result, our effective tax rate may fluctuate significantly on a quarterly and annual basis.
 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 
 
Foreign Currency Exchange Risks
Our financial results are affected by changes in foreign currency exchange rates in the various countries in which our products are manufactured and/or sold.  For our manufacturing operations, we manage exposures to foreign currency assets and earnings primarily by funding certain foreign currency-denominated assets with liabilities in the same currency so that certain exposures are naturally offset.  We primarily use borrowings denominated in British pound sterling for these purposes.  In managing our foreign currency transaction exposures, we also enter into foreign currency exchange contracts.  These contracts generally are used to fix the local currency cost of purchased goods or services or selling prices denominated in currencies other than the functional currency.  The notional amount of outstanding foreign currency exchange contracts was approximately $706 million and $696 million at the end of 2015 and 2014, respectively.  Foreign currency exchange rate changes decreased both revenues and segment profit in 2015 by $244 million and $20 million, respectively.  The impact of foreign currency exchange rate changes on revenues and segment profit for 2014 and 2013 was not significant.
 
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Interest Rate Risks
Our financial results are affected by changes in interest rates.  As part of managing this risk, we seek to achieve a prudent balance between floating- and fixed-rate exposures.  We continually monitor our mix of these exposures and adjust the mix, as necessary.  For our Finance group, we limit our risk to changes in interest rates with a strategy of matching floating-rate assets with floating-rate liabilities.
 
Quantitative Risk Measures
In the normal course of business, we enter into financial instruments for purposes other than trading.  The financial instruments that are subject to market risk include finance receivables (excluding leases), debt (excluding capital lease obligations) and foreign currency exchange contracts.  To quantify the market risk inherent in these financial instruments, we utilize a sensitivity analysis that includes a hypothetical change in fair value assuming a 10% decrease in interest rates and a 10% strengthening in foreign exchange rates against the U.S. dollar.  The fair value of these financial instruments is estimated using discounted cash flow analysis and indicative market pricing as reported by leading financial news and data providers.
 
At the end of each year, the table below provides the carrying and fair values of these financial instruments along with the sensitivity of fair value to the hypothetical changes discussed above.  This sensitivity analysis is most likely not indicative of actual results in the future.

 	 	2015	 	2014	 	
( In millions )	 	Carrying
Value*	 	Fair
Value*	 	Sensitivity of
Fair Value
to a 10%
Change	 	Carrying
Value*	 	Fair
Value*	 	Sensitivity of
Fair Value
to a 10%
Change	 	
Manufacturing group	 	 	 	 	 	 	 	 	 	 	 	 	 	
Foreign exchange rate risk	 	 	 	 	 	 	 	 	 	 	 	 	 	
Debt	 	$	(224	)	$	(250	)	$	(25	)	$	(236	)	$	(277	)	$	(28	)	
Foreign currency exchange contracts	 	(21	)	(21	)	31	 	(11	)	(11	)	52	 	
 	 	$	(245	)	$	(271	)	$	6	 	$	(247	)	$	(288	)	$	24	 	
Interest rate risk	 	 	 	 	 	 	 	 	 	 	 	 	 	
Debt	 	$	(2,628	)	$	(2,744	)	$	(18	)	$	(2,742	)	$	(2,944	)	$	(21	)	
Finance group	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate risk	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Finance receivables	 	$	894	 	$	850	 	$	21	 	$	1,039	 	$	1,056	 	$	20	 	
Debt, including intergroup	 	(913	)	(840	)	19	 	(1,063	)	(1,051	)	9	 	
* The value represents an asset or (liability).
 
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Item 8. Financial Statements and Supplementary Data 
 
Our Consolidated Financial Statements and the related report of our independent registered public accounting firm thereon are included in this Annual Report on Form 10-K on the pages indicated below:

 	Page	
 	 	
Consolidated Statements of Operations for each of the years in the three-year period ended January 2, 2016	36	
 	 	
Consolidated Statements of Comprehensive Income for each of the years in the three-year period ended January 2, 2016	37	
 	 	
Consolidated Balance Sheets as of January 2, 2016 and January 3, 2015	38	
 	 	
Consolidated Statements of Shareholders’ Equity for each of the years in the three-year period ended January 2, 2016	39	
 	 	
Consolidated Statements of Cash Flows for each of the years in the three-year period ended January 2, 2016	40	
 	 	
Notes to the Consolidated Financial Statements	 	
 	 	
Note 1.        Summary of Significant Accounting Policies	42	
Note 2.        Business Acquisitions, Goodwill and Intangible Assets	46	
Note 3.       Accounts Receivable and Finance Receivables	48	
Note 4.        Inventories	50	
Note 5.        Property, Plant and Equipment, Net	51	
Note 6.        Accrued Liabilities	51	
Note 7.       Debt and Credit Facilities	52	
Note 8.        Derivative Instruments and Fair Value Measurements	53	
Note 9.        Shareholders’ Equity	54	
Note 10.      Share-Based Compensation	56	
Note 11.     Retirement Plans	58	
Note 12.      Income Taxes	62	
Note 13.      Commitments and Contingencies	65	
Note 14.      Supplemental Cash Flow Information	65	
Note 15.      Segment and Geographic Data	66	
 	 	
Report of Independent Registered Public Accounting Firm	68	
 	 	
Supplementary Information:	 	
 	 	
Quarterly Data for 2015 and 2014 (Unaudited)	69	
Schedule II – Valuation and Qualifying Accounts	70	
 
All other schedules are omitted either because they are not applicable or not required or because the required information is included in the financial statements or notes thereto.
 
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Consolidated Statements of Operations 
 
For each of the years in the three-year period ended January 2, 2016

(In millions, except per share data)	 	 	2015	 	 	2014	 	2013	 	
Revenues	 	 	 	 	 	 	 	 	 	
Manufacturing revenues	 	 	$	13,340	 	 	$	13,775	 	$	11,972	 	
Finance revenues	 	 	83	 	 	103	 	132	 	
Total revenues	 	 	13,423	 	 	13,878	 	12,104	 	
Costs and expenses	 	 	 	 	 	 	 	 	 	
Cost of sales	 	 	10,979	 	 	11,421	 	10,131	 	
Selling and administrative expense	 	 	1,304	 	 	1,361	 	1,126	 	
Interest expense	 	 	169	 	 	191	 	173	 	
Acquisition and restructuring costs	 	 	—	 	 	52	 	—	 	
Total costs and expenses	 	 	12,452	 	 	13,025	 	11,430	 	
Income from continuing operations before income taxes	 	 	971	 	 	853	 	674	 	
Income tax expense	 	 	273	 	 	248	 	176	 	
Income from continuing operations	 	 	698	 	 	605	 	498	 	
Loss from discontinued operations, net of income taxes	 	 	(1	)	 	(5	)	—	 	
Net income	 	 	$	697	 	 	$	600	 	$	498	 	
Basic earnings per share	 	 	 	 	 	 	 	 	 	
Continuing operations	 	 	$	2.52	 	 	$	2.17	 	$	1.78	 	
Discontinued operations	 	 	—	 	 	(0.02	)	—	 	
Basic earnings per share	 	 	$	2.52	 	 	$	2.15	 	$	1.78	 	
Diluted earnings per share	 	 	 	 	 	 	 	 	 	
Continuing operations	 	 	$	2.50	 	 	$	2.15	 	$	1.75	 	
Discontinued operations	 	 	—	 	 	(0.02	)	—	 	
Diluted earnings per share	 	 	$	2.50	 	 	$	2.13	 	$	1.75	 	
 
See Notes to the Consolidated Financial Statements.
 
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Consolidated Statements of Comprehensive Income 
 
For each of the years in the three-year period ended January 2, 2016

(In millions)	 	 	2015	 	 	2014	 	2013	 	
Net income	 	 	$	697	 	 	$	600	 	$	498	 	
Other comprehensive income (loss), net of tax:	 	 	 	 	 	 	 	 	 	
Pension and postretirement benefits adjustments, net of reclassifications	 	 	184	 	 	(401	)	747	 	
Foreign currency translation adjustments	 	 	(65	)	 	(75	)	12	 	
Deferred losses on hedge contracts, net of reclassifications	 	 	(11	)	 	(3	)	(16	)	
Other comprehensive income (loss)	 	 	108	 	 	(479	)	743	 	
Comprehensive income	 	 	$	805	 	 	$	121	 	$	1,241	 	
 
See Notes to the Consolidated Financial Statements.
 
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Consolidated Balance Sheets 

(In millions, except share data)	 	 	January 2,
2016	 	 	January 3,
2015	 	
Assets	 	 	 	 	 	 	 	
Manufacturing group	 	 	 	 	 	 	 	
Cash and equivalents	 	 	$	946	 	 	$	731	 	
Accounts receivable, net	 	 	1,047	 	 	1,035	 	
Inventories	 	 	4,144	 	 	3,928	 	
Other current assets	 	 	341	 	 	320	 	
Total current assets	 	 	6,478	 	 	6,014	 	
Property, plant and equipment, net	 	 	2,492	 	 	2,497	 	
Goodwill	 	 	2,023	 	 	2,027	 	
Other assets	 	 	2,399	 	 	2,538	 	
Total Manufacturing group assets	 	 	13,392	 	 	13,076	 	
Finance group	 	 	 	 	 	 	 	
Cash and equivalents	 	 	59	 	 	91	 	
Finance receivables, net	 	 	1,087	 	 	1,238	 	
Other assets	 	 	170	 	 	200	 	
Total Finance group assets	 	 	1,316	 	 	1,529	 	
Total assets	 	 	$	14,708	 	 	$	14,605	 	
Liabilities and shareholders’ equity	 	 	 	 	 	 	 	
Liabilities	 	 	 	 	 	 	 	
Manufacturing group	 	 	 	 	 	 	 	
Short-term debt and current portion of long-term debt	 	 	$	262	 	 	$	8	 	
Accounts payable	 	 	1,063	 	 	1,014	 	
Accrued liabilities	 	 	2,467	 	 	2,616	 	
Total current liabilities	 	 	3,792	 	 	3,638	 	
Other liabilities	 	 	2,376	 	 	2,587	 	
Long-term debt	 	 	2,435	 	 	2,803	 	
Total Manufacturing group liabilities	 	 	8,603	 	 	9,028	 	
Finance group	 	 	 	 	 	 	 	
Other liabilities	 	 	228	 	 	242	 	
Debt	 	 	913	 	 	1,063	 	
Total Finance group liabilities	 	 	1,141	 	 	1,305	 	
Total liabilities	 	 	9,744	 	 	10,333	 	
Shareholders’ equity	 	 	 	 	 	 	 	
Common stock (288.3 million and 285.5 million shares issued, respectively,
and 274.2 million and 276.6 million shares outstanding, respectively)	 	 	36	 	 	36	 	
Capital surplus	 	 	1,587	 	 	1,459	 	
Treasury stock	 	 	(559	)	 	(340	)	
Retained earnings	 	 	5,298	 	 	4,623	 	
Accumulated other comprehensive loss	 	 	(1,398	)	 	(1,506	)	
Total shareholders’ equity	 	 	4,964	 	 	4,272	 	
Total liabilities and shareholders’ equity	 	 	$	14,708	 	 	$	14,605	 	
 
See Notes to the Consolidated Financial Statements.
 
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Consolidated Statements of Shareholders’ Equity 

(In millions, except per share data)	 	Common
Stock	 	Capital
Surplus	 	Treasury
Stock	 	Retained
Earnings	 	Accumulated
Other
Comprehensive
Loss	 	Total
Shareholders’
Equity	 	
Balance at December 29, 2012	 	$	35	 	$	1,177	 	$	(275	)	$	3,824	 	$	(1,770	)	$	2,991	 	
Net income	 	 	 	 	 	 	 	498	 	 	 	498	 	
Other comprehensive income	 	 	 	 	 	 	 	 	 	743	 	743	 	
Dividends declared ($0.08 per share)	 	 	 	 	 	 	 	(22	)	 	 	(22	)	
Share-based compensation activity	 	 	 	99	 	 	 	 	 	 	 	99	 	
Purchases/conversions of convertible notes	 	2	 	39	 	(41	)	 	 	 	 	—	 	
Settlement of capped call	 	 	 	75	 	 	 	 	 	 	 	75	 	
Retirement of treasury stock	 	(2	)	(59	)	316	 	(255	)	 	 	—	 	
Balance at December 28, 2013	 	35	 	1,331	 	—	 	4,045	 	(1,027	)	4,384	 	
Net income	 	 	 	 	 	 	 	600	 	 	 	600	 	
Other comprehensive loss	 	 	 	 	 	 	 	 	 	(479	)	(479	)	
Dividends declared ($0.08 per share)	 	 	 	 	 	 	 	(22	)	 	 	(22	)	
Share-based compensation activity	 	1	 	134	 	 	 	 	 	 	 	135	 	
Purchases of common stock	 	 	 	 	 	(340	)	 	 	 	 	(340	)	
Other	 	 	 	(6	)	 	 	 	 	 	 	(6	)	
Balance at January 3, 2015	 	36	 	1,459	 	(340	)	4,623	 	(1,506	)	4,272	 	
Net income	 	 	 	 	 	 	 	697	 	 	 	697	 	
Other comprehensive income	 	 	 	 	 	 	 	 	 	108	 	108	 	
Dividends declared ($0.08 per share)	 	 	 	 	 	 	 	(22	)	 	 	(22	)	
Share-based compensation activity	 	 	 	126	 	 	 	 	 	 	 	126	 	
Purchases of common stock	 	 	 	 	 	(219	)	 	 	 	 	(219	)	
Other	 	 	 	2	 	 	 	 	 	 	 	2	 	
Balance at January 2, 2016	 	$	36	 	$	1,587	 	$	(559	)	$	5,298	 	$	(1,398	)	$	4,964	 	
 
See Notes to the Consolidated Financial Statements.
 
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Consolidated Statements of Cash Flows 
 
For each of the years in the three-year period ended January 2, 2016

 	 	Consolidated	 	
(In millions)	 	 	2015	 	 	2014	 	2013	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	
Net income	 	 	$	697	 	 	$	600	 	$	498	 	
Less: Loss from discontinued operations	 	 	(1	)	 	(5	)	—	 	
Income from continuing operations	 	 	698	 	 	605	 	498	 	
Adjustments to reconcile income from continuing operations to net cash
provided by operating activities:	 	 	 	 	 	 	 	 	 	
Non-cash items:	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	 	461	 	 	459	 	389	 	
Deferred income taxes	 	 	4	 	 	(19	)	86	 	
Other, net	 	 	106	 	 	100	 	61	 	
Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	
Accounts receivable, net	 	 	(14	)	 	56	 	(118	)	
Inventories	 	 	(239	)	 	(209	)	(118	)	
Other assets	 	 	(36	)	 	(33	)	(42	)	
Accounts payable	 	 	43	 	 	(228	)	65	 	
Accrued and other liabilities	 	 	(155	)	 	311	 	(182	)	
Pension, net	 	 	69	 	 	46	 	17	 	
Income taxes, net	 	 	71	 	 	(22	)	(84	)	
Captive finance receivables, net	 	 	90	 	 	150	 	237	 	
Other operating activities, net	 	 	(4	)	 	(5	)	4	 	
Net cash provided by operating activities of continuing operations	 	 	1,094	 	 	1,211	 	813	 	
Net cash used in operating activities of discontinued operations	 	 	(4	)	 	(3	)	(3	)	
Net cash provided by operating activities	 	 	1,090	 	 	1,208	 	810	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	 	(420	)	 	(429	)	(444	)	
Net cash used in acquisitions	 	 	(81	)	 	(1,628	)	(196	)	
Finance receivables repaid	 	 	67	 	 	91	 	190	 	
Proceeds from sales of receivables and other finance assets	 	 	38	 	 	43	 	178	 	
Other investing activities, net	 	 	8	 	 	4	 	8	 	
Net cash used in investing activities	 	 	(388	)	 	(1,919	)	(264	)	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	
Principal payments on long-term debt and nonrecourse debt	 	 	(356	)	 	(904	)	(1,056	)	
Proceeds from long-term debt	 	 	61	 	 	1,567	 	448	 	
Purchases of Textron common stock	 	 	(219	)	 	(340	)	—	 	
Settlement of convertible notes	 	 	—	 	 	—	 	(215	)	
Proceeds from settlement of capped call	 	 	—	 	 	—	 	75	 	
Proceeds from exercise of stock options	 	 	32	 	 	50	 	31	 	
Dividends paid	 	 	(22	)	 	(28	)	(22	)	
Other financing activities, net	 	 	—	 	 	(10	)	(3	)	
Net cash provided by (used in) financing activities	 	 	(504	)	 	335	 	(742	)	
Effect of exchange rate changes on cash and equivalents	 	 	(15	)	 	(13	)	(6	)	
Net increase (decrease) in cash and equivalents	 	 	183	 	 	(389	)	(202	)	
Cash and equivalents at beginning of year	 	 	822	 	 	1,211	 	1,413	 	
Cash and equivalents at end of year	 	 	$	1,005	 	 	$	822	 	$	1,211	 	
 
See Notes to the Consolidated Financial Statements.
 
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Consolidated Statements of Cash Flows continued
 
For each of the years in the three-year period ended January 2, 2016

 	Manufacturing Group	 	Finance Group	 	
(In millions)	 	2015	 	 	2014	 	2013	 	 	2015	 	 	2014	 	2013	 	
Cash flows from operating activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	 	$	683	 	 	$	585	 	$	470	 	 	$	14	 	 	$	15	 	$	28	 	
Less: Loss from discontinued operations	 	(1	)	 	(5	)	—	 	 	—	 	 	—	 	—	 	
Income from continuing operations	 	684	 	 	590	 	470	 	 	14	 	 	15	 	28	 	
Adjustments to reconcile income from continuing operations to net cash
provided by operating activities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Non-cash items:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	 	449	 	 	446	 	371	 	 	12	 	 	13	 	18	 	
Deferred income taxes	 	14	 	 	(7	)	51	 	 	(10	)	 	(12	)	35	 	
Other, net	 	97	 	 	86	 	86	 	 	9	 	 	14	 	(25	)	
Changes in assets and liabilities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accounts receivable, net	 	(14	)	 	56	 	(118	)	 	—	 	 	—	 	—	 	
Inventories	 	(241	)	 	(168	)	(135	)	 	—	 	 	—	 	—	 	
Other assets	 	(40	)	 	(18	)	(41	)	 	4	 	 	(15	)	—	 	
Accounts payable	 	43	 	 	(228	)	65	 	 	—	 	 	—	 	—	 	
Accrued and other liabilities	 	(144	)	 	316	 	(171	)	 	(8	)	 	(5	)	(21	)	
Pension, net	 	69	 	 	46	 	21	 	 	—	 	 	—	 	(4	)	
Income taxes, net	 	62	 	 	(17	)	(119	)	 	9	 	 	(5	)	35	 	
Dividends received from Finance group	 	63	 	 	—	 	175	 	 	—	 	 	—	 	—	 	
Other operating activities, net	 	(4	)	 	(5	)	3	 	 	—	 	 	—	 	—	 	
Net cash provided by operating activities of continuing operations	 	1,038	 	 	1,097	 	658	 	 	30	 	 	5	 	66	 	
Net cash used in operating activities of discontinued operations	 	(4	)	 	(3	)	(3	)	 	—	 	 	—	 	—	 	
Net cash provided by operating activities	 	1,034	 	 	1,094	 	655	 	 	30	 	 	5	 	66	 	
Cash flows from investing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Capital expenditures	 	(420	)	 	(429	)	(444	)	 	—	 	 	—	 	—	 	
Net cash used in acquisitions	 	(81	)	 	(1,628	)	(196	)	 	—	 	 	—	 	—	 	
Finance receivables repaid	 	—	 	 	—	 	—	 	 	351	 	 	456	 	675	 	
Finance receivables originated	 	—	 	 	—	 	—	 	 	(194	)	 	(215	)	(271	)	
Proceeds from sales of receivables and other finance assets	 	—	 	 	—	 	—	 	 	38	 	 	43	 	178	 	
Other investing activities, net	 	5	 	 	(8	)	16	 	 	2	 	 	(29	)	42	 	
Net cash provided by (used in) investing activities	 	(496	)	 	(2,065	)	(624	)	 	197	 	 	255	 	624	 	
Cash flows from financing activities	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Principal payments on long-term and nonrecourse debt	 	(100	)	 	(559	)	(313	)	 	(256	)	 	(345	)	(743	)	
Proceeds from long-term debt	 	—	 	 	1,439	 	150	 	 	61	 	 	128	 	298	 	
Purchases of Textron common stock	 	(219	)	 	(340	)	—	 	 	—	 	 	—	 	—	 	
Settlement of convertible notes	 	—	 	 	—	 	(215	)	 	—	 	 	—	 	—	 	
Proceeds from settlement of capped call	 	—	 	 	—	 	75	 	 	—	 	 	—	 	—	 	
Proceeds from exercise of stock options	 	32	 	 	50	 	31	 	 	—	 	 	—	 	—	 	
Dividends paid	 	(22	)	 	(28	)	(22	)	 	(63	)	 	—	 	(175	)	
Intergroup financing	 	—	 	 	—	 	57	 	 	—	 	 	—	 	(57	)	
Other financing activities, net	 	1	 	 	(10	)	(3	)	 	(1	)	 	—	 	—	 	
Net cash provided by (used in) financing activities	 	(308	)	 	552	 	(240	)	 	(259	)	 	(217	)	(677	)	
Effect of exchange rate changes on cash and equivalents	 	(15	)	 	(13	)	(6	)	 	—	 	 	—	 	—	 	
Net increase (decrease) in cash and equivalents	 	215	 	 	(432	)	(215	)	 	(32	)	 	43	 	13	 	
Cash and equivalents at beginning of year	 	731	 	 	1,163	 	1,378	 	 	91	 	 	48	 	35	 	
Cash and equivalents at end of year	 	$	946	 	 	$	731	 	$	1,163	 	 	$	59	 	 	$	91	 	$	48	 	
 
See Notes to the Consolidated Financial Statements.
 
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Notes to the Consolidated Financial Statements 
 
Note 1. Summary of Significant Accounting Policies 
 
Principles of Consolidation and Financial Statement Presentation
 
Our Consolidated Financial Statements include the accounts of Textron Inc. and its majority-owned subsidiaries.  Our financings are conducted through two separate borrowing groups. The Manufacturing group consists of Textron Inc. consolidated with its majority-owned subsidiaries that operate in the Textron Aviation, Bell, Textron Systems and Industrial segments. The Finance group, which also is the Finance segment, consists of Textron Financial Corporation (TFC) and its consolidated subsidiaries. We designed this framework to enhance our borrowing power by separating the Finance group. Our Manufacturing group operations include the development, production and delivery of tangible goods and services, while our Finance group provides financial services.  Due to the fundamental differences between each borrowing group’s activities, investors, rating agencies and analysts use different measures to evaluate each group’s performance.  To support those evaluations, we present balance sheet and cash flow information for each borrowing group within the Consolidated Financial Statements.
 
Our Finance group provides captive financing for retail purchases and leases for new and pre-owned aircraft manufactured by our Manufacturing group.  In the Consolidated Statements of Cash Flows, cash received from customers or from the sale of receivables is reflected as operating activities when received from third parties.  However, in the cash flow information provided for the separate borrowing groups, cash flows related to captive financing activities are reflected based on the operations of each group.  For example, when product is sold by our Manufacturing group to a customer and is financed by the Finance group, the origination of the finance receivable is recorded within investing activities as a cash outflow in the Finance group’s statement of cash flows.  Meanwhile, in the Manufacturing group’s statement of cash flows, the cash received from the Finance group on the customer’s behalf is recorded within operating cash flows as a cash inflow.  Although cash is transferred between the two borrowing groups, there is no cash transaction reported in the consolidated cash flows at the time of the original financing.  These captive financing activities, along with all significant intercompany transactions, are reclassified or eliminated in consolidation.
 
Collaborative Arrangements
 
Our Bell segment has a strategic alliance agreement with The Boeing Company (Boeing) to provide engineering, development and test services related to the V-22 aircraft, as well as to produce the V-22 aircraft, under a number of separate contracts with the U.S. Government (V-22 Contracts).  The alliance created by this agreement is not a legal entity and has no employees, no assets and no true operations.  This agreement creates contractual rights and does not represent an entity in which we have an equity interest.  We account for this alliance as a collaborative arrangement with Bell and Boeing reporting costs incurred and revenues generated from transactions with the U.S. Government in each company’s respective income statement. Neither Bell nor Boeing is considered to be the principal participant for the transactions recorded under this agreement.  Profits on cost-plus contracts are allocated between Bell and Boeing on a 50%-50% basis.  Negotiated profits on fixed-price contracts are also allocated 50%-50%; however, Bell and Boeing are each responsible for their own cost overruns and are entitled to retain any cost underruns.  Based on the contractual arrangement established under the alliance, Bell accounts for its rights and obligations under the specific requirements of the V-22 Contracts allocated to Bell under the work breakdown structure.  We account for all of our rights and obligations, including warranty, product and any contingent liabilities, under the specific requirements of the V-22 Contracts allocated to us under the agreement.  Revenues and cost of sales reflect our performance under the V-22 Contracts with revenues recognized using the units-of-delivery method.  We include all assets used in performance of the V-22 Contracts that we own, including inventory and unpaid receivables and all liabilities arising from our obligations under the V-22 Contracts in our Consolidated Balance Sheets.
 
Use of Estimates
 
We prepare our financial statements in conformity with generally accepted accounting principles, which require us to make estimates and assumptions that affect the amounts reported in the financial statements.  Actual results could differ from those estimates. Our estimates and assumptions are reviewed periodically, and the effects of changes, if any, are reflected in the Consolidated Statements of Operations in the period that they are determined.
 
During 2015, 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 2015, 2014 and 2013 by $78 million, $95 million and $29 million, respectively, ($49 million, $60 million and $18 million after tax, or $0.18, $0.21 and $0.06 per diluted share, respectively).  For 2015, 2014 and 2013, the gross favorable program profit adjustments totaled $111 million, $132 million and $51 million, respectively.  For 2015, 2014 and 2013, the gross unfavorable program profit adjustments totaled $33 million, $37 million and $22 million, respectively.  The increase in net program profit adjustments in 2014, compared with 2013, is largely driven by the Bell segment related to the impact of cost reduction activities in 2014 as well as unfavorable performance in 2013 related to manufacturing inefficiencies.  In addition, gross favorable program profit adjustments in 2014 included $16 million related to the settlement of the System
 
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Development and Demonstration phase of the Armed Reconnaissance Helicopter (ARH) program, which was terminated in October 2008.
 
Revenue Recognition
 
We generally recognize revenue for the sale of products, which are not under long-term contracts, upon delivery.  For commercial aircraft, delivery is upon completion of manufacturing, customer acceptance, and the transfer of the risk and rewards of ownership.  Taxes collected from customers and remitted to government authorities are recorded on a net basis.
 
When a sale arrangement involves multiple deliverables, such as sales of products that include customization and other services, we evaluate the arrangement to determine whether there are separate items that are required to be delivered under the arrangement that qualify as separate units of accounting.  These arrangements typically involve the customization services we offer to customers who purchase Bell helicopters, and the services generally are provided within the first six months after the customer accepts the aircraft and assumes risk of loss.  We consider the aircraft and the customization services to be separate units of accounting and allocate contract price between the two on a relative selling price basis using the best evidence of selling price for each of the arrangement deliverables, typically by reference to the price charged when the same or similar items are sold separately by us, taking into consideration any performance, cancellation, termination or refund-type provisions.  We recognize revenue when the recognition criteria for each unit of accounting are met.
 
Long-Term Contracts — Revenues under long-term contracts are accounted for under the percentage-of-completion method of accounting.  Under this method, we estimate profit as the difference between the total estimated revenues and cost of a contract.  We then recognize that estimated profit over the contract term based on either the units-of-delivery method or the cost-to-cost method (which typically is used for development effort as costs are incurred), as appropriate under the circumstances.  Revenues under fixed-price contracts generally are recorded using the units-of-delivery method.  Revenues under cost-reimbursement contracts are recorded using the cost-to-cost method.
 
Long-term contract profits are based on estimates of total contract cost and revenues utilizing current contract specifications, expected engineering requirements, the achievement of contract milestones and product deliveries.  Certain contracts are awarded with fixed-price incentive fees that also are considered when estimating revenues and profit rates.  Contract costs typically are incurred over a period of several years, and the estimation of these costs requires substantial judgment.  Our cost estimation process is based on the professional knowledge and experience of engineers and program managers along with finance professionals.  We update our projections of costs at least semiannually or when circumstances significantly change.  When adjustments are required, any changes from prior estimates are recognized using the cumulative catch-up method with the impact of the change from inception-to-date recorded in the current period.  Anticipated losses on contracts are recognized in full in the period in which the losses become probable and estimable.
 
Finance Revenues — Finance revenues primarily include interest on finance receivables, capital lease earnings and portfolio gains/losses.  Portfolio gains/losses include impairment charges related to repossessed assets and properties and gains/losses on the sale or early termination of finance assets.  We recognize interest using the interest method, which provides a constant rate of return over the terms of the receivables.  Accrual of interest income is suspended if credit quality indicators suggest full collection of principal and interest is doubtful.  In addition, we automatically suspend the accrual of interest income for accounts that are contractually delinquent by more than three months unless collection is not doubtful. Cash payments on nonaccrual accounts, including finance charges, generally are applied to reduce the net investment balance. Once we conclude that the collection of all principal and interest is no longer doubtful, we resume the accrual of interest and recognize previously suspended interest income at the time either a) the loan becomes contractually current through payment according to the original terms of the loan, or b) if the loan has been modified, following a period of performance under the terms of the modification.
 
Cash and Equivalents
 
Cash and equivalents consist of cash and short-term, highly liquid investments with original maturities of three months or less.
 
Inventories
 
Inventories are stated at the lower of cost or estimated net realizable value.  We value our inventories generally using the first-in, first-out (FIFO) method or the last-in, first-out (LIFO) method for certain qualifying inventories where LIFO provides a better matching of costs and revenues. We determine costs for our commercial helicopters on an average cost basis by model considering the expended and estimated costs for the current production release.  Inventoried costs related to long-term contracts are stated at actual production costs, including allocable operating overhead, advances to suppliers, and, in the case of contracts with the U.S. Government, allocable research and development and general and administrative expenses.  Since our inventoried costs include amounts related to contracts with long production cycles, a portion of these costs is not expected to be realized within one year.  Pursuant to contract provisions, agencies of the U.S. Government have title to, or security interest in, inventories related to such contracts as a result of advances, performance-based payments and progress payments.  Such advances and payments are reflected
 
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as an offset against the related inventory balances.  Customer deposits are recorded against inventory when the right of offset exists.  All other customer deposits are recorded in accrued liabilities.
 
Property, Plant and Equipment
 
Property, plant and equipment are recorded at cost and are depreciated primarily using the straight-line method.  We capitalize expenditures for improvements that increase asset values and extend useful lives.  Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  If the carrying value of the asset exceeds the sum of the undiscounted expected future cash flows, the asset generally is written down to fair value.
 
Goodwill and Intangible Assets
 
For our business acquisitions, we estimate the fair value of intangible assets primarily using discounted cash flow analysis of anticipated cash flows reflecting incremental revenues and/or cost savings resulting from the acquired intangible asset using market participant assumptions. Goodwill represents the excess of cost over the fair values assigned to intangible and other net assets of acquired businesses.  Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to an annual impairment test. We evaluate the recoverability of these assets in the fourth quarter of each year or more frequently if events or changes in circumstances, such as declines in sales, earnings or cash flows, or material adverse changes in the business climate, indicate a potential impairment.
 
For our impairment test, we calculate the fair value of each reporting unit and indefinite-lived intangible asset primarily using discounted cash flows.  A reporting unit represents the operating segment unless discrete financial information is prepared and reviewed by segment management for businesses one level below that operating segment, in which case such component is the reporting unit.  In certain instances, we have aggregated components of an operating segment into a single reporting unit based on similar economic characteristics.  For the goodwill impairment test, the discounted cash flows incorporate assumptions for revenue growth, operating margins and discount rates that represent our best estimates of current and forecasted market conditions, cost structure, anticipated net cost reductions, and the implied rate of return that we believe a market participant would require for an investment in a business having similar risks and characteristics to the reporting unit being assessed.  If the reporting unit’s estimated fair value exceeds its carrying value, there is no impairment. Otherwise, the amount of the impairment is determined by comparing the carrying amount of the reporting unit’s goodwill to the implied fair value of that goodwill.  The implied fair value of goodwill is determined by assigning a fair value to all of the reporting unit’s assets and liabilities as if the reporting unit had been acquired in a business combination.  If the carrying amount of the goodwill exceeds the implied fair value, an impairment loss is recognized in an amount equal to that excess. For indefinite-lived intangible assets, if the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
 
Acquired intangible assets with finite lives are subject to amortization. These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.  Amortization of these intangible assets is recognized over their estimated useful lives using a method that reflects the pattern in which the economic benefits of the intangible assets are consumed or otherwise realized.  Approximately 76% of our gross intangible assets are amortized based on the cash flow streams used to value the assets, with the remaining assets amortized using the straight-line method.
 
Finance Receivables
 
Finance receivables primarily include loans provided to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters. Finance receivables are generally recorded at the amount of outstanding principal less allowance for losses.
 
We maintain an allowance for losses on finance receivables at a level considered adequate to cover inherent losses in the portfolio based on management’s evaluation.  For larger balance accounts specifically identified as impaired, a reserve is established based on comparing the expected future cash flows, discounted at the finance receivable’s effective interest rate, or the fair value of the underlying collateral if the finance receivable is collateral dependent, to its carrying amount. The expected future cash flows consider collateral value; financial performance and liquidity of our borrower; existence and financial strength of guarantors; estimated recovery costs, including legal expenses; and costs associated with the repossession and eventual disposal of collateral. When there is a range of potential outcomes, we perform multiple discounted cash flow analyses and weight the potential outcomes based on their relative likelihood of occurrence. The evaluation of our portfolio is inherently subjective, as it requires estimates, including the amount and timing of future cash flows expected to be received on impaired finance receivables and the estimated fair value of the underlying collateral, which may differ from actual results. While our analysis is specific to each individual account, critical factors included in this analysis include industry valuation guides, age and physical condition of the collateral, payment history and existence and financial strength of guarantors.
 
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We also establish an allowance for losses to cover probable but specifically unknown losses existing in the portfolio.  This allowance is established as a percentage of non-recourse finance receivables, which have not been identified as requiring specific reserves. The percentage is based on a combination of factors, including historical loss experience, current delinquency and default trends, collateral values and both general economic and specific industry trends.
 
Finance receivables are charged off at the earlier of the date the collateral is repossessed or when no payment has been received for six months, unless management deems the receivable collectible.  Repossessed assets are recorded at their fair value, less estimated cost to sell.
 
Pension and Postretirement Benefit Obligations
 
We maintain various pension and postretirement plans for our employees globally.  These plans include significant pension and postretirement benefit obligations, which are calculated based on actuarial valuations.  Key assumptions used in determining these obligations and related expenses include expected long-term rates of return on plan assets, discount rates and healthcare cost projections.  We evaluate and update these assumptions annually in consultation with third-party actuaries and investment advisors.  We also make assumptions regarding employee demographic factors such as retirement patterns, mortality, turnover and rate of compensation increases.  We recognize the overfunded or underfunded status of our pension and postretirement plans in the Consolidated Balance Sheets and recognize changes in the funded status of our defined benefit plans in comprehensive income in the year in which they occur. Actuarial gains and losses that are not immediately recognized as net periodic pension cost are recognized as a component of other comprehensive income (loss) (OCI) and are amortized into net periodic pension cost in future periods.
 
Derivatives and Hedging Activities
 
We are exposed to market risk primarily from changes in currency exchange rates and interest rates.  We do not hold or issue derivative financial instruments for trading or speculative purposes.  To manage the volatility relating to our exposures, we net these exposures on a consolidated basis to take advantage of natural offsets.  For the residual portion, we enter into various derivative transactions pursuant to our policies in areas such as counterparty exposure and hedging practices.  Credit risk related to derivative financial instruments is considered minimal and is managed by requiring high credit standards for counterparties and through periodic settlements of positions.
 
All derivative instruments are reported at fair value in the Consolidated Balance Sheets.  Designation to support hedge accounting is performed on a specific exposure basis.  For financial instruments qualifying as cash flow hedges, we record changes in the fair value of derivatives (to the extent they are effective as hedges) in OCI, net of deferred taxes.  Changes in fair value of derivatives not qualifying as hedges are recorded in earnings.
 
Foreign currency denominated assets and liabilities are translated into U.S. dollars.  Adjustments from currency rate changes are recorded in the cumulative translation adjustment account in shareholders’ equity until the related foreign entity is sold or substantially liquidated.  We use foreign currency financing transactions to effectively hedge long-term investments in foreign operations with the same corresponding currency.  Foreign currency gains and losses on the hedge of the long-term investments are recorded in the cumulative translation adjustment account.
 
Product Liabilities
 
We accrue for product liability claims and related defense costs when a loss is probable and reasonably estimable.  Our estimates are generally based on the specifics of each claim or incident and our best estimate of the probable loss using historical experience.
 
Environmental Liabilities and Asset Retirement Obligations
 
Liabilities for environmental matters are recorded on a site-by-site basis when it is probable that an obligation has been incurred and the cost can be reasonably estimated.  We estimate our accrued environmental liabilities using currently available facts, existing technology, and presently enacted laws and regulations, all of which are subject to a number of factors and uncertainties.  Our environmental liabilities are not discounted and do not take into consideration possible future insurance proceeds or significant amounts from claims against other third parties.
 
We have incurred asset retirement obligations primarily related to costs to remove and dispose of underground storage tanks and asbestos materials used in insulation, adhesive fillers and floor tiles.  There is no legal requirement to remove these items, and there currently is no plan to remodel the related facilities or otherwise cause the impacted items to require disposal.  Since these asset retirement obligations are not estimable, there is no related liability recorded in the Consolidated Balance Sheets.
 
Warranty and Product Maintenance Liabilities
 
We provide limited warranty and product maintenance programs for certain products for periods ranging from one to five years.  A significant portion of these liabilities arises from our commercial aircraft businesses.  For our product maintenance contracts,
 
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revenue is recognized on a straight-line basis over the contract period, unless sufficient historical evidence indicates that the cost of providing these services is incurred on a basis other than straight-line.  In those circumstances, revenue is recognized over the contract period in proportion to the costs expected to be incurred in performing the service.
 
For our warranty programs, we estimate the costs that may be incurred and record a liability in the amount of such costs at the time product revenues are recognized.  Factors that affect this liability include the number of products sold, historical costs per claim, contractual recoveries from vendors and historical and anticipated rates of warranty claims, including production and warranty patterns for new models.  We assess the adequacy of our recorded warranty liability periodically and adjust the amounts as necessary.  Additionally, we may establish a warranty liability related to the issuance of aircraft service bulletins for aircraft no longer covered under the limited warranty programs.
 
Research and Development Costs
 
Our customer-funded research and development costs are charged directly to the related contracts, which primarily consist of U.S. Government contracts.  In accordance with government regulations, we recover a portion of company-funded research and development costs through overhead rate charges on our U.S. Government contracts.  Research and development costs that are not reimbursable under a contract with the U.S. Government or another customer are charged to expense as incurred.  Company-funded research and development costs were $778 million, $694 million, and $651 million in 2015, 2014 and 2013, respectively, and are included in cost of sales.
 
Income Taxes
 
Deferred income tax balances reflect the effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and their tax bases, as well as from net operating losses and tax credit carryforwards, and are stated at enacted tax rates in effect for the year taxes are expected to be paid or recovered.  Deferred income tax assets represent amounts available to reduce income taxes payable on taxable income in future years.  We evaluate the recoverability of these future tax deductions and credits by assessing the adequacy of future expected taxable income from all sources, including the future reversal of existing taxable temporary differences, taxable income in carryback years, available tax planning strategies and estimated future taxable income.  We recognize net tax-related interest and penalties for continuing operations in income tax expense.
 
New Accounting Pronouncements
 
In May 2014, the Financial Accounting Standards Board (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. In July 2015, the FASB approved a one-year deferral of the effective date of the standard to the beginning of 2018 for public companies, with an option that would permit companies to adopt the standard as early as the original effective date of 2017.  The new standard may be adopted either retrospectively or on a modified retrospective basis whereby it would be applied to new contracts and existing contracts with remaining performance obligations as of the effective date, with a cumulative catch-up adjustment recorded to beginning retained earnings at the effective date for those contracts.  We are currently evaluating the impacts of adoption on our consolidated financial position, results of operations and related disclosures, along with the implementation approach to be used.
 
Note 2. Business Acquisitions, Goodwill and Intangible Assets 
 
2015 Acquisitions
 
During 2015, we made aggregate cash payments for acquisitions of $81 million, which included three businesses within our Industrial and Textron Aviation segments.
 
2014 Beechcraft Acquisition
 
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”), for an aggregate cash payment of $1.5 billion. The acquisition of Beechcraft and the formation of the Textron Aviation segment has provided increased scale and complementary product offerings, allowing us to strengthen our position across the aviation industry and enhance our ability to support our customers.  We financed $1.1 billion of the purchase price with the issuance of long-term debt and the remaining balance was paid from cash on hand.
 
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The consideration paid for this business was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date as presented below.

(In millions)	 	 	 	
Accounts receivable	 	$	129	 	
Inventories	 	775	 	
Other current assets	 	175	 	
Property, plant and equipment	 	261	 	
Intangible assets	 	581	 	
Goodwill	 	228	 	
Other assets	 	172	 	
Accounts payable	 	(143	)	
Accrued liabilities	 	(294	)	
Other liabilities	 	(406	)	
Total net assets acquired	 	$	1,478	 	
 
Goodwill of $228 million was primarily related to expected synergies from combining operations and the value of the existing workforce.  Intangible assets of $581 million included unpatented technology related to original equipment manufactured parts and designs and customer relationships valued at $373 million and trade names valued at $208 million.  The unpatented technology and customer relationships assets have a life of 15 years, resulting in amortization expense in the range of approximately $17 million to $31 million annually.  Substantially all of the trade names have an indefinite life and therefore are not subject to amortization.  We acquired tax-deductible goodwill of approximately $260 million in this transaction.
 
We executed a restructuring program in our Textron Aviation segment to align the Cessna and Beechcraft businesses, reduce operating redundancies and maximize efficiencies.  During 2014, we recorded charges of $41 million related to these restructuring activities along with $11 million of transaction costs, which were included in the Acquisition and restructuring costs line on the Consolidated Statements of Operations.
 
Other 2014 Acquisitions
 
During 2014, we also made aggregate cash payments of $149 million for seven acquisitions within our Industrial and Systems Segments, including Tug Technologies Corporation, a manufacturer of ground support equipment in the aviation industry.
 
Actual and Pro-Forma Impact from 2014 Acquisitions
 
The operating results for the 2014 acquisitions are included in the Consolidated Statement of Operations since their respective closing dates.  From the closing dates through January 3, 2015, revenues related to these acquisitions totaled $1.6 billion.  The cost structures of the Beechcraft and Cessna businesses have been significantly integrated since the acquisition of Beechcraft; therefore, it is not possible to separately report earnings for this acquisition.  The earnings related to the other 2014 acquisitions were not significant for this period.
 
The unaudited supplemental pro-forma data included in the table below presents consolidated information as if our 2014 acquisitions had been completed at the beginning of the year prior to acquisition.  This pro-forma data should not be considered indicative of the results that would have occurred if the acquisitions and related financing had been consummated at the beginning of the year prior to acquisition, nor are they necessarily indicative of future results as they do not reflect the potential realization of cost savings and synergies associated with the acquisitions.

 	 	 	 	
 	
( In millions, except per share amounts )	 	2014	 	 	2013	 	
Revenues	 	$	14,240	 	 	$	13,956	 	
Income from continuing operations, net of income taxes	 	689	 	 	482	 	
Diluted earnings per share from continuing operations	 	$	2.45	 	 	$	1.69	 	

Certain pro-forma adjustments were made to reflect the purchase price allocated to the acquired net assets of each business, including depreciation and intangible amortization expense resulting from the valuation of tangible and intangible assets, amortization of inventory fair value step-up adjustments and the related tax effects.  The pro-forma results for 2013 were also adjusted to include transaction and restructuring costs of $52 million, related to the Beechcraft acquisition; these costs were excluded from the 2014 pro-forma results.  In addition, the pro-forma results exclude the financial impact related to Beechcraft’s emergence from bankruptcy in 2013.
 
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Goodwill
The changes in the carrying amount of goodwill by segment are as follows:

(In millions)	 	Textron
Aviation	 	Bell	 	Textron
Systems	 	Industrial	 	Total	 	
Balance at December 28, 2013	 	$	326	 	$	31	 	$	1,026	 	$	352	 	$	1,735	 	
Acquisitions	 	228	 	—	 	35	 	50	 	313	 	
Foreign currency translation	 	—	 	—	 	(4	)	(17	)	(21	)	
Balance at January 3, 2015	 	554	 	31	 	1,057	 	385	 	2,027	 	
Acquisitions	 	6	 	—	 	—	 	10	 	16	 	
Foreign currency translation	 	—	 	—	 	(6	)	(14	)	(20	)	
Balance at January 2, 2016	 	$	560	 	$	31	 	$	1,051	 	$	381	 	$	2,023	 	
 
Intangible Assets
Our intangible assets are summarized below:

 	 	 	 	 	January 2, 2016	 	 	January 3, 2015	 	
(Dollars in millions)	 	Weighted-Average 
Amortization 
Period (in years)	 	 	Gross 
Carrying 
Amount	 	Accumulated
Amortization	 	Net	 	 	Gross
Carrying
Amount	 	Accumulated
Amortization	 	Net	 	
Patents and technology	 	15	 	 	$	513	 	$	(120)	 	$	393	 	 	$	513	 	$	(92)	 	$	421	 	
Customer relationships and contractual agreements	 	15	 	 	375	 	(220)	 	155	 	 	364	 	(192)	 	172	 	
Trade names and trademarks	 	16	 	 	263	 	(32)	 	231	 	 	263	 	(28)	 	235	 	
Other	 	9	 	 	23	 	(19)	 	4	 	 	23	 	(18)	 	5	 	
Total	 	 	 	 	$	1,174	 	$	(391)	 	$	783	 	 	$	1,163	 	$	(330)	 	$	833	 	
 
Trade names and trademarks in the table above include $204 million of indefinite-lived intangible assets for both January 2, 2016 and January 3, 2015.
 
Amortization expense totaled $61 million, $62 million and $37 million in 2015, 2014 and 2013, respectively. Amortization expense is estimated to be approximately $64 million, $64 million, $60 million, $59 million and $55 million in 2016, 2017, 2018, 2019 and 2020, respectively.
 
Note 3. Accounts Receivable and Finance Receivables 
 
Accounts Receivable
Accounts receivable is composed of the following:

( In millions )	 	 	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Commercial	 	 	 	 	 	 	 	 	 	 	 	 	 	$	841	 	$	765	 	
U.S. Government contracts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	239	 	 	300	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1,080	 	 	1,065	 	
Allowance for doubtful accounts	 	 	 	 	 	 	 	 	 	(33	)	(30	)	
Total	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,047	 	$	1,035	 	
 
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 $135 million at January 2, 2016 and $151 million at January 3, 2015.
 
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Finance Receivables
Finance receivables are presented in the following table.

( In millions )	 	 	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Finance receivables*	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,135	 	$	1,289	 	
Allowance for losses	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(48	)	 	(51	)	
Total finance receivables, net	 	 	 	 	 	 	 	 	 	 	 	$	1,087	 	$	1,238	 	
* Includes finance receivables held for sale of $30 million and $35 million at January 2, 2016 and January 3, 2015, respectively.
 
Finance receivables primarily includes loans provided to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters.  These loans typically have initial terms ranging from five to ten years, amortization terms ranging from eight to fifteen years and an average balance of $1 million at January 2, 2016.  Loans generally require the customer to pay a significant down payment, along with periodic scheduled principal payments that reduce the outstanding balance through the term of the loan.
 
Our finance receivables are diversified across geographic region and borrower industry.  At January 2, 2016, 38% of our finance receivables were distributed throughout the U.S. compared with 37% at the end of 2014.  At January 2, 2016 and January 3, 2015, finance receivables of $493 million and $565 million, respectively, have been pledged as collateral for TFC’s debt of $352 million and $434 million, respectively.  In addition, at January 2, 2016 and January 3, 2015, finance receivables included $51 million and $113 million, respectively, of receivables that have been legally sold to a special purpose entity (SPE), which is a consolidated subsidiary of TFC. The assets of the SPE are pledged as collateral for its debt, which is reflected as securitized on-balance sheet debt in Note 7. Third-party investors have no legal recourse to TFC beyond the credit enhancement provided by the assets of the SPE.
 
Finance Receivable Portfolio Quality
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.  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.
 
Delinquency
We measure delinquency based on the contractual payment terms of our finance receivables.  In determining the delinquency aging category of an account, any/all principal and interest received is applied to the most past-due principal and/or interest amounts due.  If a significant portion of the contractually due payment is delinquent, the entire finance receivable balance is reported in accordance with the most past-due delinquency aging category.
 
Finance receivables categorized based on the credit quality indicators and by delinquency aging category are summarized as follows:

( In millions )	 	 	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Performing	 	 	 	 	 	 	 	 	 	 	 	 	 	$	891	 	$	1,062	 	
Watchlist	 	 	 	 	 	 	 	 	 	 	 	 	 	 	130	 	 	111	 	
Nonaccrual	 	 	 	 	 	 	 	 	 	84	 	81	 	
Nonaccrual as a percentage of finance receivables	 	 	 	 	 	 	 	 	 	 	 	 	7.60	%	 	6.46	%	
Less than 31 days past due	 	 	 	 	 	 	 	 	 	 	 	 	 	$	950	 	$	1,080	 	
31-60 days past due	 	 	 	 	 	 	 	 	 	 	 	 	 	 	86	 	 	117	 	
61-90 days past due	 	 	 	 	 	 	 	 	 	42	 	28	 	
Over 90 days past due	 	 	 	 	 	 	 	 	 	 	 	 	 	 	27	 	 	29	 	
60+ days contractual delinquency as a percentage of finance receivables	 	 	 	 	 	 	 	 	6.24	%	 	4.55	%	
 
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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 described 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 2015 or 2014.
 
A summary of impaired finance receivables, excluding leveraged leases, and the average recorded investment is provided below:

( In millions )	 	 	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Recorded investment:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Impaired loans with related allowance for losses	 	 	 	 	 	 	 	 	 	 	 	$	62	 	$	68	 	
Impaired loans with no related allowance for losses	 	 	 	 	 	 	 	 	 	 	 	42	 	 	42	 	
Total	 	 	 	 	 	 	 	 	 	 	 	 	 	$	104	 	$	110	 	
Unpaid principal balance	 	 	 	 	 	 	 	 	 	 	 	 	 	$	113	 	$	115	 	
Allowance for losses on impaired loans	 	 	 	 	 	 	 	 	 	17	 	20	 	
Average recorded investment	 	 	 	 	 	 	 	 	 	 	 	 	 	 	102	 	 	115	 	
 
Allowance for Losses
A rollforward of the allowance for losses on finance receivables and a summary of its composition, based on how the underlying finance receivables are evaluated for impairment, is provided below.  The finance receivables reported in this table specifically exclude $118 million and $121 million of leveraged leases at January 2, 2016 and January 3, 2015, respectively, in accordance with U.S. generally accepted accounting principles.

( In millions )	 	 	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Balance at the beginning of year	 	 	 	 	 	 	 	 	 	 	 	 	 	$	51	 	$	55	 	
Provision for losses	 	 	 	 	 	 	 	 	 	 	 	 	(2	)	 	6	 	
Charge-offs	 	 	 	 	 	 	 	 	 	 	 	 	(14	)	 	(17	)	
Recoveries	 	 	 	 	 	 	 	 	 	 	 	13	 	 	7	 	
Balance at the end of year	 	 	 	 	 	 	 	 	 	 	 	 	 	$	48	 	$	51	 	
Allowance based on collective evaluation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	31	 	 	31	 	
Allowance based on individual evaluation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	17	 	 	20	 	
Finance receivables evaluated collectively	 	 	 	 	 	 	 	 	 	883	 	1,023	 	
Finance receivables evaluated individually	 	 	 	 	 	 	 	 	 	 	 	 	 	 	104	 	 	110	 	
 
Note 4. Inventories 
 
Inventories are composed of the following:

( In millions )	 	 	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Finished goods	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,735	 	$	1,582	 	
Work in process	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2,921	 	 	2,683	 	
Raw materials and components	 	 	 	 	 	 	 	 	 	 	 	 	 	 	605	 	 	546	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	5,261	 	 	4,811	 	
Progress/milestone payments	 	 	 	 	 	 	 	 	 	(1,117	)	(883	)	
Total	 	 	 	 	 	 	 	 	 	 	 	 	 	$	4,144	 	$	3,928	 	
 
Inventories valued by the LIFO method totaled $1.6 billion and $1.4 billion at January 2, 2016 and January 3, 2015, respectively, and the carrying values of these inventories would have been higher by approximately $463 million and $468 million, respectively, had our LIFO inventories been valued at current costs. Inventories related to long-term contracts, net of progress/milestone payments, were $611 million and $447 million at January 2, 2016 and January 3, 2015, respectively.
 
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Note 5. Property, Plant and Equipment, Net 
 
Our Manufacturing group’s property, plant and equipment, net are composed of the following:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(Dollars in millions)	 	 	 	 	 	 	 	Useful Lives
(in years)	 	January 2,
2016	 	January 3,
2015	 	
Land and buildings	 	 	 	 	 	 	 	 	 	 	3 - 40	 	$	1,859	 	$	1,818	 	
Machinery and equipment	 	 	 	 	 	 	 	 	 	 	1 - 20	 	 	4,548	 	 	4,364	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	6,407	 	 	6,182	 	
Accumulated depreciation and amortization	 	 	 	 	 	 	 	 	 	(3,915	)	(3,685	)	
Total	 	 	 	 	 	 	 	 	 	 	 	 	$	2,492	 	$	2,497	 	
 
At January 2, 2016 and January 3, 2015, assets under capital leases totaled $275 million and $279 million, respectively, and had accumulated amortization of $87 million and $68 million, respectively. The Manufacturing group’s depreciation expense, which included amortization expense on capital leases, totaled $383 million, $379 million and $335 million in 2015, 2014 and 2013, respectively.
 
Note 6. Accrued Liabilities 
 
The accrued liabilities of our Manufacturing group are summarized below:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(In millions)	 	 	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Customer deposits	 	 	 	 	 	 	 	 	 	 	 	 	$	1,323	 	$	1,412	 	
Salaries, wages and employer taxes	 	 	 	 	 	 	 	 	 	 	 	 	 	315	 	 	332	 	
Current portion of warranty and product maintenance contracts	 	 	 	 	 	 	 	 	137	 	 	169	 	
Other	 	 	 	 	 	 	 	 	 	692	 	703	 	
Total	 	 	 	 	 	 	 	 	 	 	 	 	$	2,467	 	$	2,616	 	
 
Changes in our warranty liability are as follows:

( In millions )	 	 	 	 	 	 	 	2015	 	2014	 	2013	 	
Beginning of period	 	 	 	 	 	 	 	 	 	 	$	148	 	$	121	 	$	133	 	
Provision	 	 	 	 	 	 	 	 	 	 	 	78	 	 	75	 	 	53	 	
Settlements	 	 	 	 	 	 	 	 	 	 	 	(72	)	 	(71	)	 	(60	)	
Acquisitions	 	 	 	 	 	 	 	 	 	 	 	3	 	 	43	 	 	—	 	
Adjustments*	 	 	 	 	 	 	 	(14	)	(20	)	(5	)	
End of period	 	 	 	 	 	 	 	 	 	 	$	143	 	$	148	 	$	121	 	
* Adjustments include changes to prior year estimates, new issues on prior year sales and currency translation adjustments.
 
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Note 7. Debt and Credit Facilities 
 
Our debt is summarized in the table below:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(In millions)	 	 	 	 	 	 	 	January 2,
2016	 	January 3,
2015	 	
Manufacturing group	 	 	 	 	 	 	 	
4.625% due 2016	 	$	250	 	$	250	 	
5.60% due 2017	 	 	350	 	 	350	 	
Variable-rate note due 2018 (1.58% and 1.48%, respectively)	 	 	150	 	 	150	 	
7.25% due 2019	 	 	250	 	 	250	 	
Variable-rate note due 2019 (1.59% and 1.67%, respectively)	 	 	200	 	 	300	 	
6.625% due 2020	 	 	222	 	 	234	 	
5.95% due 2021	 	 	250	 	 	250	 	
3.65% due 2021	 	 	250	 	 	250	 	
4.30% due 2024	 	 	350	 	 	350	 	
3.875% due 2025	 	 	350	 	 	350	 	
Other (weighted-average rate of 1.29% and 1.32%, respectively)	 	 	75	 	 	77	 	
Total Manufacturing group debt	 	$	2,697	 	$	2,811	 	
Less: Short-term and current portion of long-term debt	 	 	(262	)	 	(8	)	
Total Long-term debt	 	$	2,435	 	$	2,803	 	
Finance group	 	 	 	 	 	 	 	
Fixed-rate notes due 2016-2017 (weighted-average rate of 4.59%) (a)	 	$	21	 	$	32	 	
Variable-rate notes due 2016 and 2018 (weighted-average rate of 1.53% and 1.73%, respectively)	 	 	200	 	 	200	 	
Fixed-rate notes due 2017-2025 (weighted-average rate of 2.79% and 2.76%, respectively) (a) (b)	 	 	300	 	 	381	 	
Variable-rate notes due 2016-2025 (weighted-average rate of 1.54% and 1.18%, respectively) (a) (b)	 	 	52	 	 	52	 	
Securitized debt (weighted-average rate of 1.71%) (b)	 	 	41	 	 	98	 	
6% Fixed-to-Floating Rate Junior Subordinated Notes	 	 	299	 	 	299	 	
Fair value adjustments and unamortized discount	 	 	—	 	 	1	 	
Total Finance group debt	 	$	913	 	$	1,063	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(a)    Notes amortize on a quarterly or semi-annual basis.
(b)   Notes are secured by finance receivables as described in Note 3 .
 
The following table shows required payments during the next five years on debt outstanding at January 2, 2016:

(In millions)	 	2016	 	2017	 	2018	 	2019	 	2020	 	
Manufacturing group	 	$	262	 	$	358	 	$	155	 	$	455	 	$	232	 	
Finance group	 	155	 	91	 	204	 	50	 	48	 	
Total	 	$	417	 	$	449	 	$	359	 	$	505	 	$	280	 	
 
Textron has a senior unsecured revolving credit facility that expires in October 2018 for an aggregate principal amount of $1.0 billion, of which up to $100 million is available for the issuance of letters of credit. At January 2, 2016, there were no amounts borrowed against the facility, and there were $33 million of letters of credit issued against it.
 
6% Fixed-to-Floating Rate Junior Subordinated Notes
The Finance group’s $299 million of 6% Fixed-to-Floating Rate Junior Subordinated Notes are unsecured and rank junior to all of its existing and future senior debt.  The notes mature on February 15, 2067; however, we have the right to redeem the notes at par on or after February 15, 2017 and are obligated to redeem the notes beginning on February 15, 2042.  Interest on the notes is fixed at 6% until February 15, 2017 and floats at the three-month London Interbank Offered Rate + 1.735% thereafter.
 
Support Agreement
Under a Support Agreement, as amended in December 2015, Textron Inc. is required to ensure that TFC maintains fixed charge coverage of no less than 125% and consolidated shareholder’s equity of no less than $125 million.  There were no cash contributions required to be paid to TFC in 2015, 2014 and 2013 to maintain compliance with the support agreement.
 
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Note 8. Derivative Instruments and Fair Value Measurements 
 
We measure fair value at the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  We prioritize the assumptions that market participants would use in pricing the asset or liability into a three-tier fair value hierarchy.  This fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets for identical assets or liabilities and the lowest priority (Level 3) to unobservable inputs in which little or no market data exist, requiring companies to develop their own assumptions.  Observable inputs that do not meet the criteria of Level 1, which include quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets and liabilities in markets that are not active, are categorized as Level 2.  Level 3 inputs are those that reflect our estimates about the assumptions market participants would use in pricing the asset or liability based on the best information available in the circumstances.  Valuation techniques for assets and liabilities measured using Level 3 inputs may include methodologies such as the market approach, the income approach or the cost approach and may use unobservable inputs such as projections, estimates and management’s interpretation of current market data.  These unobservable inputs are utilized only to the extent that observable inputs are not available or cost effective to obtain.
 
Assets and Liabilities Recorded at Fair Value on a Recurring Basis
We manufacture and sell our products in a number of countries throughout the world, and, therefore, we are exposed to movements in foreign currency exchange rates. We utilize foreign currency exchange contracts to manage this volatility.  Our foreign currency exchange contracts are measured at fair value using the market method valuation technique.  The inputs to this technique utilize current foreign currency exchange forward market rates published by third-party leading financial news and data providers.  These are observable data that represent the rates that the financial institution uses for contracts entered into at that date; however, they are not based on actual transactions so they are classified as Level 2.  At January 2, 2016 and January 3, 2015, we had foreign currency exchange contracts with notional amounts upon which the contracts were based of $706 million and $696 million, respectively.  At January 2, 2016, the fair value amounts of our foreign currency exchange contracts were a $7 million asset and a $28 million liability.  At January 3, 2015, the fair value amounts of our foreign currency exchange contracts were a $16 million asset and a $26 million liability.
 
We primarily utilize forward exchange contracts which have maturities of no more than three years.  These contracts qualify as cash flow hedges and are intended to offset the effect of exchange rate fluctuations on forecasted sales, inventory purchases and overhead expenses.  At January 2, 2016, we had a net deferred loss of $24 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.
 
Assets Recorded at Fair Value on a Nonrecurring Basis
During the years ended January 2, 2016 and January 3, 2015, the Finance group’s impaired nonaccrual finance receivables of $45 million and $49 million, respectively, were measured at fair value on a nonrecurring basis using significant unobservable inputs (Level 3). Impaired nonaccrual finance receivables represent assets recorded at fair value on a nonrecurring basis since the measurement of required reserves on our impaired finance receivables is significantly dependent on the fair value of the underlying collateral.  For impaired nonaccrual finance receivables secured by aviation assets, the fair values of collateral are determined primarily based on the use of industry pricing guides. Fair value measurements recorded on impaired finance receivables resulted in charges to provision for loan losses totaling $13 million and $18 million for 2015 and 2014, respectively.
 
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Assets and Liabilities Not Recorded at Fair Value
The carrying value and estimated fair value of our financial instruments that are not reflected in the financial statements at fair value are as follows:

 	 	 	January 2, 2016	 	 	January 3, 2015	 	
(In millions)	 	 	Carrying
Value	 	Estimated
Fair Value	 	 	Carrying
Value	 	Estimated
Fair Value	 	
Manufacturing group	 	 	 	 	 	 	 	 	 	 	 	
Long-term debt, excluding leases	 	 	$	(2,628	)	$	(2,744	)	 	$	(2,742	)	$	(2,944	)	
Finance group	 	 	 	 	 	 	 	 	 	 	 	
Finance receivables, excluding leases	 	 	863	 	820	 	 	1,004	 	1,021	 	
Debt	 	 	(913	)	(840	)	 	(1,063	)	(1,051	)	

Fair value for the Manufacturing group debt is determined using market observable data for similar transactions (Level 2).  At January 2, 2016 and January 3, 2015, approximately 74% and 75%, respectively, of the fair value of term debt for the Finance group was determined based on discounted cash flow analyses using observable market inputs from debt with similar duration, subordination and credit default expectations (Level 2). The remaining Finance group debt was determined based on observable market transactions (Level 1). Fair value estimates for finance receivables were determined based on internally developed discounted cash flow models primarily utilizing significant unobservable inputs (Level 3), which include estimates of the rate of return, financing cost, capital structure and/or discount rate expectations of current market participants combined with estimated loan cash flows based on credit losses, payment rates and expectations of borrowers’ ability to make payments on a timely basis.
 
Note 9. Shareholders’ Equity 
 
Capital Stock
We have authorization for 15 million shares of preferred stock with a par value of $0.01 and 500 million shares of common stock with a par value of $0.125.  Outstanding common stock activity for the three years ended January 2, 2016 is presented below:

(In thousands)	 	2015	 	 	2014	 	2013	 	
Beginning balance	 	276,582	 	 	282,059	 	271,263	 	
Exercise of stock options	 	1,335	 	 	1,910	 	1,333	 	
Issued to Textron Savings Plan	 	1,392	 	 	1,490	 	1,921	 	
Stock repurchases	 	(5,197	)	 	(8,921	)	—	 	
Exercise of warrants	 	—	 	 	—	 	7,435	 	
Issued upon vesting of restricted stock units	 	116	 	 	44	 	107	 	
Ending balance	 	274,228	 	 	276,582	 	282,059	 	
 
Earnings Per Share
We calculate basic and diluted earnings per share (EPS) based on net income, which approximates income available to common shareholders for each period.  Basic EPS is calculated using the two-class method, which includes the weighted-average number of common shares outstanding during the period and restricted stock units to be paid in stock that are deemed participating securities as they provide nonforfeitable rights to dividends.  Diluted EPS considers the dilutive effect of all potential future common stock, including stock options and, prior to the maturity of our convertible notes on May 1, 2013, the shares that could have been issued upon the conversion of the notes and upon the exercise of the related warrants.  In addition, diluted EPS for 2014 includes the impact of the initial delivery of shares under an Accelerated Share Repurchase agreement (ASR).  In February 2014, we entered into the ASR with a counterparty and repurchased 4.3 million shares of our outstanding common stock. We settled the ASR in December 2014 for a final purchase price of $167 million.
 
The weighted-average shares outstanding for basic and diluted EPS are as follows:

(In thousands)	 	2015	 	 	2014	 	2013	 	
Basic weighted-average shares outstanding	 	276,682	 	 	279,409	 	279,299	 	
Dilutive effect of:	 	 	 	 	 	 	 	 	
Stock options	 	2,045	 	 	2,049	 	328	 	
ASR	 	—	 	 	332	 	—	 	
Convertible notes and warrants	 	—	 	 	—	 	4,801	 	
Diluted weighted-average shares outstanding	 	278,727	 	 	281,790	 	284,428	 	
 
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In 2015, 2014 and 2013, options to purchase 2 million, 2 million and 5 million shares, respectively, of common stock are excluded from the calculation of diluted weighted-average shares outstanding as their effect would have been anti-dilutive.
 
Accumulated Other Comprehensive Loss
The components of Accumulated Other Comprehensive Loss are presented below:

(In millions)	 	Pension and
Postretirement
Benefits
Adjustments	 	Foreign
Currency
Translation
Adjustments	 	Deferred
Losses
on Hedge
Contracts	 	Accumulated
Other
Comprehensive
Loss	 	
Balance at December 28, 2013	 	$	(1,110	)	$	93	 	$	(10	)	$	(1,027	)	
Other comprehensive loss before reclassifications	 	(471	)	(75	)	(12	)	(558	)	
Reclassified from Accumulated other comprehensive loss	 	70	 	—	 	9	 	79	 	
Other comprehensive loss	 	(401	)	(75	)	(3	)	(479	)	
Balance at January 3, 2015	 	(1,511	)	18	 	(13	)	(1,506	)	
Other comprehensive income (loss) before reclassifications	 	92	 	(65	)	(26	)	1	 	
Reclassified from Accumulated other comprehensive loss	 	92	 	—	 	15	 	107	 	
Other comprehensive income (loss)	 	184	 	(65	)	(11	)	108	 	
Balance at January 2, 2016	 	$	(1,327	)	$	(47	)	$	(24	)	$	(1,398	)	
 
Other Comprehensive Income (Loss)
The before and after-tax components of other comprehensive income (loss) are presented below:

 	 	2015	 	2014	 	2013	 	
(In millions)	 	Pre-Tax 
Amount	 	Tax
(Expense)
Benefit	 	After-Tax
Amount	 	Pre-Tax 
Amount	 	Tax
(Expense)
Benefit	 	After-Tax
Amount	 	Pre-Tax 
Amount	 	Tax
(Expense)
Benefit	 	After-Tax
Amount	 	
Pension and postretirement
benefits adjustments:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gains (losses)	 	$	136	 	$	(44	)	$	92	 	$	(734	)	$	252	 	$	(482	)	$	1,019	 	$	(410	)	$	609	 	
Amortization of net actuarial loss*	 	150	 	(53	)	97	 	114	 	(40	)	74	 	189	 	(67	)	122	 	
Amortization of prior service credit*	 	(7	)	2	 	(5	)	(8	)	4	 	(4	)	(2	)	1	 	(1	)	
Recognition of prior service cost	 	—	 	—	 	—	 	18	 	(7	)	11	 	29	 	(12	)	17	 	
Pension and postretirement
benefits adjustments, net	 	279	 	(95	)	184	 	(610	)	209	 	(401	)	1,235	 	(488	)	747	 	
Deferred losses on hedge contracts:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current deferrals	 	(33	)	7	 	(26	)	(16	)	4	 	(12	)	(20	)	5	 	(15	)	
Reclassification adjustments	 	19	 	(4	)	15	 	12	 	(3	)	9	 	(1	)	—	 	(1	)	
Deferred losses on hedge contracts, net	 	(14	)	3	 	(11	)	(4	)	1	 	(3	)	(21	)	5	 	(16	)	
Foreign currency translation
adjustments	 	(55	)	(10	)	(65	)	(71	)	(4	)	(75	)	13	 	(1	)	12	 	
Total	 	$	210	 	$	(102	)	$	108	 	$	(685	)	$	206	 	$	(479	)	$	1,227	 	$	(484	)	$	743	 	
*These components of other comprehensive income (loss) are included in the computation of net periodic pension cost. See Note 11 for additional information.
 
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Note 10. Share-Based Compensation 
 
Our 2015 Long-Term Incentive Plan (Plan), which replaced our 2007 Long-Term Incentive Plan in April 2015, authorizes awards to selected employees in the form of stock options, restricted stock, restricted stock units, stock appreciation rights, performance stock, performance share units and other awards.  A maximum of 17 million shares is authorized for issuance for all purposes under the Plan plus any shares that become available upon cancellation, forfeiture or expiration of awards granted under the 2007 Long-Term Incentive Plan.  No more than 17 million shares may be awarded pursuant to incentive stock options, and no more than 4.25 million shares may be issued pursuant to awards of restricted stock, restricted stock units, performance stock or other awards that are payable in shares.
 
Through our Deferred Income Plan for Textron Executives, we provide certain executives the opportunity to voluntarily defer up to 80% of their base salary, along with incentive and other compensation.  Elective deferrals may be put into either a stock unit account or an interest-bearing account. Participants cannot move amounts between the two accounts while actively employed by us and cannot receive distributions until termination of employment.  The intrinsic value of amounts paid under this deferred income plan was not significant in 2015, 2014 and 2013.
 
Share-based compensation costs are reflected primarily in selling and administrative expenses.  Compensation expense included in net income for our share-based compensation plans is as follows:

(In millions)	 	2015	 	2014	 	2013	
Compensation expense	$	63	$	85	$	86	
Income tax benefit	 	(23)	 	(32)	 	(32)	
Total net compensation expense included in net income	$	40	$	53	$	54	
 
Compensation expense included approximately $21 million, $21 million and $26 million in 2015, 2014 and 2013, respectively, for a portion of the fair value of options issued and the portion of previously granted options for which the requisite service has been rendered.
 
Compensation cost for awards subject only to service conditions that vest ratably are recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award. As of January 2, 2016 , we had not recognized $48 million of total compensation costs associated with unvested awards subject only to service conditions. We expect to recognize compensation expense for these awards over a weighted-average period of approximately two years.
 
Stock Options
 
Options to purchase our shares have a maximum term of ten years and generally vest ratably over a three-year period. The stock option compensation cost calculated under the fair value approach is recognized over the vesting period of the stock options.  We estimate the fair value of options granted on the date of grant using the Black-Scholes option-pricing model.  Expected volatilities are based on implied volatilities from traded options on our common stock, historical volatilities and other factors.  The expected term is based on historical option exercise data, which is adjusted to reflect any anticipated changes in expected behavior.
 
The weighted-average fair value of options granted during the past three years and the assumptions used in our option-pricing model for such grants are as follows:

 	 	2015	 	2014	 	2013	
Fair value of options at grant date	$	14.03  	$	12.72  	$	9.69	
Dividend yield	 	0.2%	 	0.2%	 	0.3%	
Expected volatility	 	34.9%	 	34.5%	 	37.0%	
Risk-free interest rate	 	1.5%	 	1.5%	 	0.9%	
Expected term (in years)	 	4.8  	 	5.0  	 	5.5	
 
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The stock option activity during 2015 is provided below:

(Options in thousands)	 	Number of
Options	 	Weighted-
Average
Exercise 
Price	 	
Outstanding at beginning of year	 	8,637	 	 	$	29.99	 	
Granted	 	1,825	 	 	44.30	 	
Exercised	 	(1,344	)	 	(26.93	)	
Forfeited or expired	 	(310	)	 	(44.58	)	
Outstanding at end of year	 	8,808	 	 	$	32.91	 	
Exercisable at end of year	 	5,275	 	 	$	28.16	 	
 
At January 2, 2016, our outstanding options had an aggregate intrinsic value of $86 million and a weighted-average remaining contractual life of six years.  Our exercisable options had an aggregate intrinsic value of $75 million and a weighted-average remaining contractual life of five years at January 2, 2016.  The total intrinsic value of options exercised during 2015, 2014 and 2013 was $23 million, $25 million and $10 million, respectively.
 
Restricted Stock Units
 
We issue restricted stock units settled in both cash and stock (vesting one-third each in the third, fourth and fifth year following the year of the grant), which include the right to receive dividend equivalents. The fair value of these units is based on the trading price of our common stock and is recognized ratably over the vesting period.  For units payable in stock, we use the trading price on the grant date, while units payable in cash are remeasured using the price at each reporting period date. Prior to 2012, we issued restricted stock units that vested in equal installments over five years. The 2015 activity for restricted stock units is provided below:

 	 	Units Payable in Stock	 	Units Payable in Cash	 	
(Shares/Units in thousands)	 	Number of
Shares	 	Weighted-
Average Grant 
Date Fair Value	 	Number of
Units	 	Weighted-
Average Grant
Date Fair Value	 	
Outstanding at beginning of year, nonvested	 	906	 	 	$	30.59	 	1,666	 	 	$	29.84	 	
Granted	 	174	 	 	44.10	 	374	 	 	44.25	 	
Vested	 	(183	)	 	(27.20	)	(459	)	 	(24.60	)	
Forfeited	 	(17	)	 	(30.74	)	(89	)	 	(33.65	)	
Outstanding at end of year, nonvested	 	880	 	 	$	33.97	 	1,492	 	 	$	34.84	 	
 
The fair value of the restricted stock awards that vested and/or amounts paid under these awards is as follows:

(In millions)	 	2015	 	2014	 	2013	
Fair value of awards vested	$	25  	$	25  	$	26	
Cash paid	 	20  	 	23  	 	23	
 
Performance Share Units
 
The fair value of share-based compensation awards accounted for as liabilities includes performance share units, which are paid in cash in the first quarter of the year following vesting.  Payouts under performance share units vary based on certain performance criteria generally set for each year of a three-year performance period.  The performance share units vest at the end of three years.  The fair value of these awards is based on the trading price of our common stock and is remeasured at each reporting period date.
 
The 2015 a ctivity for our performance share units is as follows:

(Units in thousands)	 	 	 	 	 	Number of
Units	 	Weighted- 
Average
Grant Date
Fair Value	 	
Outstanding at beginning of year, nonvested	 	 	 	 	 	 	 	677	 	 	$	33.38	 	
Granted	 	 	 	 	 	 	257	 	 	44.31	 	
Vested	 	 	 	 	 	 	(377	)	 	(28.47	)	
Forfeited	 	 	 	 	 	 	(8	)	 	(35.29	)	
Outstanding at end of year, nonvested	 	 	 	 	 	 	 	549	 	 	$	41.84	 	
 
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The fair value of the performance share units that vested and/or amounts paid under these awards is as follows:

(In millions)	 	2015	 	2014	 	2013	
Fair value of awards vested	$	16  	$	20  	$	13	
Cash paid	 	17  	 	12  	 	11	
 
Note 11. Retirement Plans 
 
Our defined benefit and defined contribution plans cover substantially all of our employees.  A significant number of our U.S.-based employees participate in the Textron Retirement Plan, which is designed to be a “floor-offset” arrangement with both a defined benefit component and a defined contribution component. The defined benefit component of the arrangement includes the Textron Master Retirement Plan (TMRP) and the Bell Helicopter Textron Master Retirement Plan (BHTMRP), and the defined contribution component is the Retirement Account Plan (RAP).  The defined benefit component provides a minimum guaranteed benefit (or “floor” benefit). Under the RAP, participants are eligible to receive contributions from Textron of 2% of their eligible compensation but may not make contributions to the plan.  Upon retirement, participants receive the greater of the floor benefit or the value of the RAP.  Both the TMRP and the BHTMRP are subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).  Effective on January 1, 2010, the Textron Retirement Plan was closed to new participants, and employees hired after that date receive an additional 4% annual cash contribution to their Textron Savings Plan account based on their eligible compensation.
 
We also have other funded and unfunded defined benefit pension plans that cover certain of our U.S. and Non-U.S. employees.  In addition, several defined contribution plans are sponsored by our various businesses, of which the largest plan is the Textron Savings Plan, which is a qualified 401(k) plan subject to ERISA.  Our defined contribution plans cost approximately $103 million, $99 million and $93 million in 2015, 2014 and 2013, respectively; these amounts include $12 million, $16 million and $19 million, respectively, in contributions to the RAP. We also provide postretirement benefits other than pensions for certain retired employees in the U.S., which include healthcare, dental care, Medicare Part B reimbursement and life insurance benefits.
 
Periodic Benefit Cost
The components of net periodic benefit cost and other amounts recognized in OCI are as follows:

 	 	 	Pension Benefits	 	Postretirement Benefits 
Other than Pensions	 	
(In millions)	 	 	2015	 	 	2014	 	2013	 	 	2015	 	 	2014	 	2013	 	
Net periodic benefit cost	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Service cost	 	 	$	113	 	 	$	109	 	$	133	 	 	$	4	 	 	$	4	 	$	6	 	
Interest cost	 	 	327	 	 	334	 	290	 	 	15	 	 	19	 	19	 	
Expected return on plan assets	 	 	(483	)	 	(462	)	(418	)	 	—	 	 	—	 	—	 	
Amortization of prior service cost (credit)	 	 	16	 	 	15	 	15	 	 	(25	)	 	(23	)	(17	)	
Amortization of net actuarial loss	 	 	148	 	 	112	 	183	 	 	2	 	 	2	 	6	 	
Curtailment and other charges	 	 	6	 	 	—	 	—	 	 	—	 	 	—	 	—	 	
Net periodic benefit cost (credit)	 	 	$	127	 	 	$	108	 	$	203	 	 	$	(4	)	 	$	2	 	$	14	 	
Other changes in plan assets and benefit obligations recognized in OCI	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current year actuarial loss (gain)	 	 	$	(107	)	 	$	729	 	$	(964	)	 	$	(29	)	 	$	5	 	$	(55	)	
Current year prior service cost (credit)	 	 	—	 	 	12	 	16	 	 	—	 	 	(30	)	(45	)	
Amortization of net actuarial loss	 	 	(148	)	 	(112	)	(183	)	 	(2	)	 	(2	)	(6	)	
Amortization of prior service credit (cost)	 	 	(18	)	 	(15	)	(15	)	 	25	 	 	23	 	17	 	
Total recognized in OCI, before taxes	 	 	$	(273	)	 	$	614	 	$	(1,146	)	 	$	(6	)	 	$	(4	)	$	(89	)	
Total recognized in net periodic benefit cost and OCI	 	 	$	(146	)	 	$	722	 	$	(943	)	 	$	(10	)	 	$	(2	)	$	(75	)	
 
The estimated amount that will be amortized from Accumulated other comprehensive loss into net periodic pension costs in 2016 is as follows:

(In millions)	 	Pension
Benefits	 	Postretirement
Benefits 
Other than
Pensions	 	
Net actuarial loss	 	$	105	 	$	—	 	
Prior service cost (credit)	 	15	 	(22	)	
Total	 	$	120	 	$	(22	)	
 
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Obligations and Funded Status
 
All of our plans are measured as of our fiscal year-end.  The changes in the projected benefit obligation and in the fair value of plan assets, along with our funded status, are as follows:

 	 	Pension Benefits	 	Postretirement Benefits
Other than Pensions	 	
(In millions)	 	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Change in benefit obligation	 	 	 	 	 	 	 	 	 	 	 	 	 	
Benefit obligation at beginning of year	 	 	$	8,006	 	 	$	6,544	 	 	$	413	 	 	$	445	 	
Service cost	 	 	113	 	 	109	 	 	4	 	 	4	 	
Interest cost	 	 	327	 	 	334	 	 	15	 	 	19	 	
Acquisitions	 	 	—	 	 	570	 	 	—	 	 	13	 	
Amendments	 	 	—	 	 	12	 	 	—	 	 	(30	)	
Plan participants’ contributions	 	 	—	 	 	—	 	 	5	 	 	5	 	
Actuarial losses (gains)	 	 	(470	)	 	886	 	 	(29	)	 	4	 	
Benefits paid	 	 	(423	)	 	(400	)	 	               (44	)	 	               (47	)	
Curtailments and special termination benefits	 	 	(4	)	 	—	 	 	—	 	 	—	 	
Foreign exchange rate changes and other	 	 	(73	)	 	(49	)	 	—	 	 	—	 	
Benefit obligation at end of year	 	 	$	7,476	 	 	$	8,006	 	 	$	364	 	 	$	413	 	
Change in fair value of plan assets	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fair value of plan assets at beginning of year	 	 	$	6,979	 	 	$	6,345	 	 	 	 	 	 	 	
Actual return on plan assets	 	 	113	 	 	623	 	 	 	 	 	 	 	
Acquisitions	 	 	—	 	 	390	 	 	 	 	 	 	 	
Employer contributions	 	 	55	 	 	60	 	 	 	 	 	 	 	
Benefits paid	 	 	(423	)	 	(400	)	 	 	 	 	 	 	
Foreign exchange rate changes and other	 	 	(56	)	 	(39	)	 	 	 	 	 	 	
Fair value of plan assets at end of year	 	 	$	6,668	 	 	$	6,979	 	 	 	 	 	 	 	
Funded status at end of year	 	 	$	(808	)	 	$	(1,027	)	 	$	(364	)	 	$	(413	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Amounts recognized in our balance sheets are as follows:	 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	Pension Benefits	 	Postretirement Benefits
Other than Pensions	 	
(In millions)	 	 	2015	 	 	2014	 	 	2015	 	 	2014	 	
Non-current assets	 	 	$	73	 	 	$	60	 	 	$	—	 	 	$	—	 	
Current liabilities	 	 	(26	)	 	(26	)	 	(40	)	 	(45	)	
Non-current liabilities	 	 	(855	)	 	(1,061	)	 	             (324	)	 	             (368	)	
Recognized in Accumulated other comprehensive loss, pre-tax:	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	 	1,915	 	 	2,193	 	 	9	 	 	40	 	
Prior service cost (credit)	 	 	92	 	 	110	 	 	(50	)	 	(75	)	
 
The accumulated benefit obligation for all defined benefit pension plans was $7.1 billion and $7.6 billion at January 2, 2016 and January 3, 2015, respectively, which included $371 million and $392 million, respectively, in accumulated benefit obligations for unfunded plans where funding is not permitted or in foreign environments where funding is not feasible.
 
Pension plans with accumulated benefit obligations exceeding the fair value of plan assets are as follows:

 	 	 	 	 	 	 	 	 	 	 	 	 	 	
(In millions)	 	 	 	 	 	 	 	 	2015	 	 	2014	 	
Projected benefit obligation	 	 	 	 	 	 	 	 	$	  2,881	 	 	$	  3,096	 	
Accumulated benefit obligation	 	 	 	 	 	 	 	     	           2,708	 	 	           2,900	    	
Fair value of plan assets	 	 	 	 	 	 	 	 	2,091	 	 	2,215	 	

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Assumptions
The weighted-average assumptions we use for our pension and postretirement plans are as follows:

 	 	Pension Benefits	 	Postretirement Benefits
Other than Pensions	 	
 	 	 	2015	 	 	2014	 	2013	 	 	2015	 	 	2014	 	2013	 	
Net periodic benefit cost	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Discount rate	 	 	4.25%	 	 	4.92%	 	4.23%	 	 	4.00%	 	 	4.50%	 	3.75%	 	
Expected long-term rate of return on assets	 	 	7.57%	 	 	7.60%	 	7.56%	 	 	 	 	 	 	 	 	 	
Rate of compensation increase	 	 	3.49%	 	 	3.50%	 	3.47%	 	 	 	 	 	 	 	 	 	
Benefit obligations at year-end	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Discount rate	 	 	4.66%	 	 	4.18%	 	4.94%	 	 	4.50%	 	 	4.00%	 	4.50%	 	
Rate of compensation increases	 	 	3.49%	 	 	3.49%	 	3.51%	 	 	 	 	 	 	 	 	 	
 
Our assumed healthcare cost trend rate for both the medical and prescription drug cost was 7.5% in 2015 and 6.6% in 2014. We expect this rate to gradually decline to 5.0% by 2024 where we assume it will remain. These assumed healthcare cost trend rates have a significant effect on the amounts reported for the postretirement benefits other than pensions.  A one-percentage-point change in these assumed healthcare cost trend rates would have the following effects:

(In millions)	 	 	 	 	 	 	 	 	 	 	 	 	 	One-
Percentage-
Point
Increase	 	One-
Percentage-
Point
Decrease	 	
Effect on total of service and interest cost components	 	 	 	 	 	$	1	 	$	(1	)	
Effect on postretirement benefit obligations other than pensions	 	 	 	 	 	17	 	(15	)	

Pension Assets
The expected long-term rate of return on plan assets is determined based on a variety of considerations, including the established asset allocation targets and expectations for those asset classes, historical returns of the plans’ assets and other market considerations.  We invest our pension assets with the objective of achieving a total rate of return, over the long term, sufficient to fund future pension obligations and to minimize future pension contributions.  We are willing to tolerate a commensurate level of risk to achieve this objective based on the funded status of the plans and the long-term nature of our pension liability.  Risk is controlled by maintaining a portfolio of assets that is diversified across a variety of asset classes, investment styles and investment managers.  Where possible, investment managers are prohibited from owning our stock in the portfolios that they manage on our behalf.
 
For U.S. plan assets, which represent the majority of our plan assets, asset allocation target ranges are established consistent with our investment objectives, and the assets are rebalanced periodically.  For Non-U.S. plan assets, allocations are based on expected cash flow needs and assessments of the local practices and markets.  Our target allocation ranges are as follows:

U.S. Plan Assets	 	 	 	
Domestic equity securities	 	23% to 38%	 	
International equity securities	 	11% to 22%	 	
Debt securities	 	27% to 38%	 	
Real estate	 	7% to 13%	 	
Private investment partnerships	 	5% to 11%	 	
Hedge funds	 	0% to   5%	 	
Non-U.S. Plan Assets	 	 	 	
Equity securities	 	51% to 74%	 	
Debt securities	 	26% to 46%	 	
Real estate	 	4% to 15%	 	
 
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The fair value of our pension plan assets by major category and valuation method is as follows:

 	 	January 2, 2016	 	January 3, 2015	 	
(In millions)	 	 	Level 1	 	Level 2	 	Level 3	 	 	Level 1	 	Level 2	 	Level 3	 	
Cash and equivalents	 	 	$	27	 	$	184	 	$	—	 	 	$	27	 	$	194	 	$	—	 	
Equity securities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Domestic	 	 	1,252	 	595	 	—	 	 	1,417	 	595	 	—	 	
International	 	 	812	 	360	 	—	 	 	1,185	 	253	 	—	 	
Mutual funds	 	 	251	 	—	 	—	 	 	—	 	—	 	—	 	
Debt securities:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
National, state and local governments	 	 	410	 	357	 	—	 	 	526	 	419	 	—	 	
Corporate debt	 	 	—	 	878	 	—	 	 	—	 	950	 	—	 	
Asset-backed securities	 	 	—	 	92	 	—	 	 	—	 	110	 	—	 	
Real estate	 	 	—	 	—	 	758	 	 	—	 	—	 	744	 	
Private investment partnerships	 	 	—	 	—	 	441	 	 	—	 	—	 	380	 	
Hedge funds	 	 	—	 	—	 	251	 	 	—	 	—	 	179	 	
Total	 	 	$	2,752	 	$	2,466	 	$	1,450	 	 	$	3,155	 	$	2,521	 	$	1,303	 	
 
Cash equivalents and equity and debt securities include comingled funds, which represent investments in funds offered to institutional investors that are similar to mutual funds in that they provide diversification by holding various equity and debt securities.  Since these comingled funds are not quoted on any active market, they are priced based on the relative value of the underlying equity and debt investments and their individual prices at any given time; accordingly, they are classified as Level 2.  Debt securities are valued based on same day actual trading prices, if available.  If such prices are not available, we use a matrix pricing model with historical prices, trends and other factors.
 
Private investment partnerships represent investments in funds, which, in turn, invest in stocks and debt securities of companies that, in most cases, are not publicly traded.  These partnerships are valued using income and market methods that include cash flow projections and market multiples for various comparable companies.  Real estate includes owned properties and investments in partnerships.  Owned properties are valued using certified appraisals at least every three years, which then are updated at least annually by the real estate investment manager based on current market trends and other available information.  These appraisals generally use the standard methods for valuing real estate, including forecasting income and identifying current transactions for comparable real estate to arrive at a fair value.  Real estate partnerships are valued similar to private investment partnerships, with the general partner using standard real estate valuation methods to value the real estate properties and securities held within their fund portfolios.  We believe these assumptions are consistent with assumptions that market participants would use in valuing these investments .
 
Hedge funds represent an investment in a diversified fund of hedge funds of which we are the sole investor.  The fund invests in portfolio funds that are not publicly traded and are managed by various portfolio managers.  Investments in portfolio funds are typically valued on the basis of the most recent price or valuation provided by the relevant fund’s administrator.  The administrator for the fund aggregates these valuations with the other assets and liabilities to calculate the net asset value of the fund.
 
The fair value measurements of plan assets in the real estate category, which use significant unobservable inputs (Level 3), changed due to the following:

(In millions)	 	Real
Estate	 	Private
Investment
Partnerships	 	Hedge
Funds	 	
Balance at December 28, 2013	 	$	553	 	$	305	 	$	175	 	
Unrealized gains (losses), net	 	6	 	(7	)	4	 	
Realized gains, net	 	28	 	41	 	—	 	
Purchases, sales and settlements, net	 	157	 	41	 	—	 	
Balance at January 3, 2015	 	744	 	380	 	179	 	
Unrealized gains (losses), net	 	73	 	(18	)	2	 	
Realized gains (losses), net	 	(21	)	19	 	—	 	
Purchases, sales and settlements, net	 	(38	)	60	 	70	 	
Balance at January 2, 2016	 	$	758	 	$	441	 	$	251	 	
 
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Estimated Future Cash Flow Impact
Defined benefits under salaried plans are based on salary and years of service.  Hourly plans generally provide benefits based on stated amounts for each year of service.  Our funding policy is consistent with applicable laws and regulations.  In 2016, we expect to contribute approximately $60 million to fund our pension plans and the RAP.  Benefit payments provided below reflect expected future employee service, as appropriate, and are expected to be paid, net of estimated participant contributions.  These payments are based on the same assumptions used to measure our benefit obligation at the end of fiscal 2015.  While pension benefit payments primarily will be paid out of qualified pension trusts, we will pay postretirement benefits other than pensions out of our general corporate assets.  Benefit payments that we expect to pay on an undiscounted basis are as follows:

(In millions)	 	2016	 	2017	 	2018	 	2019	 	2020	 	2021-2025	 	
Pension benefits	 	$	401	 	$	405	 	$	411	 	$	419	 	$	427	 	$	2,278	 	
Post-retirement benefits other than pensions	 	41	 	40	 	38	 	36	 	34	 	142	 	

Note 12. Income Taxes 
 
We conduct business globally and, as a result, file numerous consolidated and separate income tax returns within and outside the U.S.  For all of our U.S. subsidiaries, we file a consolidated federal income tax return.  Income from continuing operations before income taxes is as follows:

 	 	 	 	 	 	 	 	 	 	 	 	 	
 
(In millions)	 	 	2015	 	 	2014	 	2013	 	
U.S.	 	 	$	745	 	 	$	553	 	$	454	 	
Non-U.S.	 	 	226	 	 	300	 	220	 	
Income from continuing operations before income taxes	 	 	$	971	 	 	$	853	 	$	674	 	

Income tax expense for continuing operations is summarized as follows:

 	 	 	 	 	 	 	 	 	 	 	 	 	
 
(In millions)	 	 	2015	 	 	2014	 	2013	 	
Current:	 	 	 	 	 	 	 	 	 	
Federal	 	 	$	212	 	 	$	195	 	$	23	 	
State	 	 	16	 	 	18	 	10	 	
Non-U.S.	 	 	41	 	 	54	 	56	 	
 	 	 	269	 	 	267	 	89	 	
Deferred:	 	 	 	 	 	 	 	 	 	
Federal	 	 	17	 	 	(12	)	91	 	
State	 	 	(14	)	 	(4	)	13	 	
Non-U.S.	 	 	1	 	 	(3	)	(17	)	
 	 	 	4	 	 	(19	)	87	 	
Income tax expense	 	 	$	273	 	 	$	248	 	$	176	 	

The following table reconciles the federal statutory income tax rate to our effective income tax rate for continuing operations:

 	 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	2015	 	 	2014	 	2013	 	
U.S. Federal statutory income tax rate	 	 	35.0%	 	 	35.0%	 	35.0%	 	
Increase (decrease) in taxes resulting from:	 	 	 	 	 	 	 	 	 	
State income taxes (a)	 	 	0.2	 	 	1.0	 	2.4	 	
Non-U.S. tax rate differential and foreign tax credits (b)	 	 	(3.6)	 	 	(5.8)	 	(7.2)	 	
Domestic manufacturing deduction	 	 	(2.7)	 	 	(1.1)	 	(1.1)	 	
Research credit	 	 	(1.5)	 	 	(1.5)	 	(3.8)	 	
Other, net	 	 	0.7	 	 	1.5	 	0.8	 	
Effective income tax rate	 	 	28.1%	 	 	29.1%	 	26.1%	 	

 
(a)    Includes a favorable impact of (0.7)% in 2015 and (0.2)% in 2014 related to valuation allowance releases.
(b)    Includes a favorable impact of (1.4)% in 2015, (0.6)% in 2014 and (2.0)% in 2013 related to a net change in valuation allowances.
 
The amount of income taxes we pay is subject to ongoing audits by U.S. federal, state and non-U.S. tax authorities, which may result in proposed assessments.  Our estimate for the potential outcome for any uncertain tax issue is highly judgmental.  We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances and information available at the reporting date.  For those tax positions for which it is more likely than not that a tax benefit will be sustained, we record the largest amount of tax benefit with a greater than 50% likelihood of being
 
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realized upon settlement with a taxing authority that has full knowledge of all relevant information.  Interest and penalties are accrued, where applicable.  If we do not believe that it is not more likely than not that a tax benefit will be sustained, no tax benefit is recognized.
 
Our future results may include favorable or unfavorable adjustments to our estimated tax liabilities due to settlement of income tax examinations, new regulatory or judicial pronouncements, expiration of statutes of limitations or other relevant events.  As a result, our effective tax rate may fluctuate significantly on a quarterly and annual basis.
 
Our unrecognized tax benefits represent tax positions for which reserves have been established.  Unrecognized state tax benefits and interest related to unrecognized tax benefits are reflected net of applicable tax benefits.  A reconciliation of our unrecognized tax benefits, excluding accrued interest, is as follows:

(In millions)	January 2,
2016	January 3,
2015	December 28,
2013	
Balance at beginning of year	$	385	$	284	$	290	
Additions for tax positions related to current year	12	10	15	
Additions for tax positions of prior years	6	—	1	
Additions for acquisitions	1	100	—	
Reductions for tax positions of prior years	(1)	(6)	(17)	
Reductions for expiration of statute of limitations and settlements	(2)	(3)	(5)	
Balance at end of year	$	401	$	385	$	284	
 
At January 2, 2016 and January 3, 2015, approximately $321 million and $305 million, respectively, of these unrecognized tax benefits, if recognized, would favorably affect our effective tax rate in a future period.  At January 2, 2016 and January 3, 2015, the remaining $80 million in unrecognized tax benefits were related to discontinued operations.
 
It is reasonably possible that within the next 12 months our unrecognized tax benefits, exclusive of interest, may decrease in the range of approximately $0 to $215 million, as a result of the conclusion of audits and any related appeals or review processes, the expiration of statutes of limitations and additional worldwide uncertain tax positions.  This potential decrease primarily relates to uncertainties with respect to prior dispositions and research tax credits.  However, based on the process of finalizing audits and any required review process by relevant authorities, it is difficult to estimate the timing and amount of potential changes to our unrecognized tax benefits.  Although the outcome of these matters cannot be determined, we believe adequate provision has been made for any potential unfavorable financial statement impact.
 
In the normal course of business, we are subject to examination by taxing authorities throughout the world, including major jurisdictions such as Canada, China, Germany, Mexico, United Kingdom and the U.S.  With few exceptions, we no longer are subject to U.S. federal, state and local income tax examinations for years before 1997.  We are no longer subject to non-U.S. income tax examinations in our major jurisdictions for years before 2010.
 
During 2015, 2014 and 2013, we recognized net tax-related interest expense totaling approximately $7 million, $6 million and $6 million, respectively, in the Consolidated Statements of Operations.  At January 2, 2016 and January 3, 2015, we had a total of $139 million and $132 million, respectively, of net accrued interest expense included in our Consolidated Balance Sheets.
 
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The tax effects of temporary differences that give rise to significant portions of our net deferred tax assets and liabilities are as follows:

 	 	 	 	 	 	
(In millions)	 	January 2,
2016	 	January 3,
2015	 	
Deferred tax assets	 	 	 	 	 	
Obligation for pension and postretirement benefits	 	$	436	 	$	541	 	
Accrued expenses*	 	288	 	287	 	
Deferred compensation	 	184	 	190	 	
Loss carryforwards	 	142	 	137	 	
Inventory	 	71	 	79	 	
Allowance for credit losses	 	29	 	36	 	
Deferred income	 	9	 	22	 	
Other, net	 	97	 	91	 	
Total deferred tax assets	 	1,256	 	1,383	 	
Valuation allowance for deferred tax assets	 	(115	)	(167	)	
 	 	$	1,141	 	$	1,216	 	
Deferred tax liabilities	 	 	 	 	 	
Property, plant and equipment, principally depreciation	 	$	(171	)	$	(167	)	
Leasing transactions	 	(146	)	(165	)	
Amortization of goodwill and other intangibles	 	(156	)	(118	)	
Prepaid pension and postretirement benefits	 	(21	)	(14	)	
Total deferred tax liabilities	 	(494	)	(464	)	
Net deferred tax asset	 	$	647	 	$	752	 	

* Accrued expenses includes warranty reserves, self-insured liabilities and interest.
 
We believe that our earnings during the periods when the temporary differences become deductible will be sufficient to realize the related future income tax benefits.  For those jurisdictions where the expiration date of tax carryforwards or the projected operating results indicate that realization is not more than likely, a valuation allowance is provided.
 
The following table presents the breakdown of net deferred tax assets:

 	 	 	 	 	 	
(In millions)	 	January 2,
2016	 	January 3,
2015	 	
Manufacturing group:	 	 	 	 	 	
Other assets	 	$	778	 	$	889	 	
Other liabilities	 	(24	)	(19	)	
Finance group - Other liabilities	 	(107	)	(118	)	
Net deferred tax asset	 	$	647	 	$	752	 	
 
In 2015, the FASB issued ASU No. 2015-17, Income Taxes, that requires deferred tax assets and liabilities to be classified as noncurrent in the statement of financial position. We elected to adopt this standard in the fourth quarter of 2015 and have reclassified $259 million of deferred tax assets at January 3, 2015 from Other current assets to Other assets to conform with the current year presentation.
 
Our net operating loss and credit carryforwards at January 2, 2016 are as follows:

(In millions)	 	 	 	
Non-U.S. net operating loss with no expiration	 	$	78	 	
Non-U.S. net operating loss expiring through 2035	 	52	 	
U.S. federal net operating losses expiring through 2035, related to 2014 acquisitions	 	328	 	
U.S. foreign tax credits expiring through 2022, related to 2014 acquisitions	 	8	 	
State net operating loss and tax credits, net of tax benefits, expiring through 2035	 	115	 	

We intend to reinvest the undistributed earnings of our non-U.S. subsidiaries indefinitely and have therefore not provided for deferred taxes related to U.S. income and foreign withholding taxes.  The undistributed earnings of our non-U.S. subsidiaries that have not been subject to U.S. tax approximated $1.2 billion at January 2, 2016.  Because of the effect of U.S. foreign tax credits, it is not practicable to estimate the amount of tax that might be payable on these earnings in the event they no longer are indefinitely reinvested.
 
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Note 13. 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.
 
In the ordinary course of business, we enter into standby letter of credit agreements and surety bonds with financial institutions to meet various performance and other obligations.  These outstanding letter of credit arrangements and surety bonds aggregated to approximately $612 million and $790 million at January 2, 2016 and January 3, 2015, respectively.
 
Environmental Remediation
As with other industrial enterprises engaged in similar businesses, we are involved in a number of remedial actions under various federal and state laws and regulations relating to the environment that impose liability on companies to clean up, or contribute to the cost of cleaning up, sites on which hazardous wastes or materials were disposed or released.  Our accrued environmental liabilities relate to installation of remediation systems, disposal costs, U.S. Environmental Protection Agency oversight costs, legal fees, and operating and maintenance costs for both currently and formerly owned or operated facilities.  Circumstances that can affect the reliability and precision of the accruals include the identification of additional sites, environmental regulations, level of cleanup required, technologies available, number and financial condition of other contributors to remediation and the time period over which remediation may occur.  We believe that any changes to the accruals that may result from these factors and uncertainties will not have a material effect on our financial position or results of operations.
 
Based upon information currently available, we estimate that our potential environmental liabilities are within the range of $40 million to $160 million. At January 2, 2016, environmental reserves of approximately $75 million have been established to address these specific estimated liabilities. We estimate that we will likely pay our accrued environmental remediation liabilities over the next ten years and have classified $17 million as current liabilities. Expenditures to evaluate and remediate contaminated sites approximated $15 million, $13 million and $12 million in 2015, 2014 and 2013, respectively.
 
Leases
Rental expense approximated $113 million, $121 million and $95 million in 2015, 2014 and 2013, respectively.  Future minimum rental commitments for noncancelable operating leases in effect at January 2, 2016 approximated $74 million for 2016, $57 million for 2017, $44 million for 2018, $36 million for 2019, $38 million for 2020 and $131 million thereafter. The total future minimum rental receipts under noncancelable subleases at January 2, 2016 approximated $22 million.
 
Note 14. Supplemental Cash Flow Information 
 
We have made the following cash payments:

( In millions )	 	 	 	 	 	 	 	2015	 	2014	 	2013	 	
Interest paid:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Manufacturing group	 	 	 	 	 	 	 	 	 	 	$	123	 	$	134	 	$	124	 	
Finance group	 	 	 	 	 	 	 	 	 	 	 	34	 	 	41	 	 	46	 	
Net taxes paid /(received):	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Manufacturing group	 	 	 	 	 	 	 	187	 	266	 	223	 	
Finance group	 	 	 	 	 	 	 	 	 	 	 	11	 	 	23	 	 	(49	)	
 
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Note 15. Segment and Geographic Data 
 
We operate in, and report financial information for, the following five business segments: Textron Aviation, Bell, Textron Systems, Industrial and Finance.  The accounting policies of the segments are the same as those described in Note 1.
 
Textron Aviation products include Citation jets, King Air turboprops, Caravan utility turboprops, piston engine aircraft, T-6 and AT-6 military aircraft, and aftermarket sales and services sold to a diverse base of corporate and individual buyers.
 
Bell products include military and commercial helicopters, tiltrotor aircraft and related spare parts and services.  Bell supplies military helicopters and, in association with The Boeing Company, military tiltrotor aircraft, and aftermarket services to the U.S. and non-U.S. governments.  Bell also supplies commercial helicopters and aftermarket services to corporate, offshore petroleum exploration and development, utility, charter, police, fire, rescue, emergency medical helicopter operators and foreign governments.
 
Textron Systems products include unmanned aircraft systems, marine and land systems, weapons and sensors, simulation, training and other defense and aviation mission support products and services primarily for U.S. and non-U.S. governments.
 
Industrial products and markets include the following:
 
·                   Kautex products include blow-molded plastic fuel systems, windshield and headlamp washer systems, selective catalytic reduction systems and engine camshafts that are marketed primarily to automobile OEMs, as well as plastic bottles and containers for various uses;
·                   Specialized Vehicles and Equipment products include golf cars, off-road utility and light transportation vehicles, aviation ground support equipment, professional turf-maintenance equipment and turf-care vehicles that are marketed primarily to golf courses, resort communities, municipalities, sporting venues, consumers, and commercial and industrial users; and
·                   Tools and Test Equipment products include powered equipment, electrical test and measurement instruments, mechanical and hydraulic tools, cable connectors, fiber optic assemblies, underground and aerial transmission and distribution products, and power utility products, principally used in the construction, maintenance, telecommunications, data communications, electrical, utility and plumbing industries.
 
The Finance segment provides financing primarily to purchasers of new and pre-owned Textron Aviation aircraft and Bell helicopters.
 
Segment profit is an important measure used for evaluating performance and for decision-making purposes.  Segment profit for the manufacturing segments excludes interest expense, certain corporate expenses and acquisition and restructuring costs related to the Beechcraft acquisition.  The measurement for the Finance segment includes interest income and expense along with intercompany interest income and expense.
 
Our revenues by segment, along with a reconciliation of segment profit to income from continuing operations before income taxes, are as follows:

 	 	Revenues	 	Segment Profit (Loss)	 	
( In millions )	 	2015	 	2014	 	2013	 	2015	 	2014	 	2013	 	
Textron Aviation	 	$	4,822	 	$	4,568	 	$	2,784	 	$	400	 	$	234	 	$	(48	)	
Bell	 	 	3,454	 	 	4,245	 	 	4,511	 	 	400	 	 	529	 	 	573	 	
Textron Systems	 	 	1,520	 	 	1,624	 	 	1,665	 	 	129	 	 	150	 	 	147	 	
Industrial	 	 	3,544	 	 	3,338	 	 	3,012	 	 	302	 	 	280	 	 	242	 	
Finance	 	 	83	 	 	103	 	 	132	 	 	24	 	 	21	 	 	49	 	
Total	 	$	13,423	 	$	13,878	 	$	12,104	 	$	1,255	 	$	1,214	 	$	963	 	
Corporate expenses and other, net	 	 	 	 	 	 	 	 	(154	)	 	(161	)	 	(166	)	
Interest expense, net for Manufacturing group	 	 	 	 	 	 	 	 	(130	)	 	(148	)	 	(123	)	
Acquisition and restructuring costs	 	 	 	 	 	 	 	 	—	 	 	(52	)	 	—	 	
Income from continuing operations before income taxes	 	 	 	 	 	 	 	$	971	 	$	853	 	$	674	 	
 
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Revenues by major product type are summarized below:

( In millions )	 	 	 	 	 	 	 	2015	 	2014	 	2013	 	
Fixed-wing aircraft	 	 	 	 	 	 	 	 	 	 	$	4,822	 	$	4,568	 	$	2,784	 	
Rotor aircraft	 	 	 	 	 	 	 	 	 	 	 	3,454	 	 	4,245	 	 	4,511	 	
Unmanned aircraft systems, armored vehicles, precision weapons and other	 	 	1,520	 	 	1,624	 	 	1,665	 	
Fuel systems and functional components	 	 	 	 	 	 	 	 	 	 	 	2,078	 	 	1,975	 	 	1,853	 	
Specialized vehicles and equipment	 	 	 	 	 	 	 	 	 	 	 	1,021	 	 	868	 	 	713	 	
Tools and test equipment	 	 	 	 	 	 	 	 	 	 	 	445	 	 	495	 	 	446	 	
Finance	 	 	 	 	 	 	 	 	 	 	 	83	 	 	103	 	 	132	 	
Total revenues	 	 	 	 	 	 	 	 	 	 	$	13,423	 	$	13,878	 	$	12,104	 	
 
Our revenues included sales to the U.S. Government of approximately $3.2 billion, $3.8 billion and $3.7 billion in 2015, 2014 and 2013, respectively, primarily in the Bell and Textron Systems segments.
 
Other information by segment is provided below:

 	 	Assets	 	Capital Expenditures	 	Depreciation and Amortization	 	
 (In millions)	 	January 2,
2016	 	January 3,
2015	 	2015	 	2014	 	2013	 	2015	 	2014	 	2013	 	
Textron Aviation	 	$	4,039	 	$	4,085	 	$	124	 	$	96	 	$	72	 	$	134	 	$	137	 	$	87	 	
Bell	 	2,829	 	2,858	 	97	 	152	 	197	 	143	 	132	 	116	 	
Textron Systems	 	2,398	 	2,283	 	86	 	65	 	66	 	80	 	84	 	89	 	
Industrial	 	2,236	 	2,171	 	105	 	97	 	89	 	76	 	76	 	72	 	
Finance	 	1,316	 	1,529	 	—	 	—	 	—	 	12	 	13	 	18	 	
Corporate	 	1,890	 	1,679	 	8	 	19	 	20	 	16	 	17	 	7	 	
Total	 	$	14,708	 	$	14,605	 	$	420	 	$	429	 	$	444	 	$	461	 	$	459	 	$	389	 	
 
Geographic Data
Presented below is selected financial information of our continuing operations by geographic area:

 	 	 	 	Revenues*	 	Property, Plant
and Equipment, net**	 	
 ( In millions )	 	 	 	2015	 	2014	 	2013	 	January 2,
2016	 	January 3,
2015	 	
United States	 	 	 	 	$	8,299	 	$	8,677	 	$	7,512	 	$	2,039	 	$	2,015	 	
Europe	 	 	 	 	 	1,730	 	 	1,761	 	 	1,535	 	 	251	 	 	272	 	
Asia and Australia	 	 	 	 	 	1,324	 	 	1,155	 	 	1,111	 	 	72	 	 	74	 	
Latin and South America	 	 	 	 	 	1,101	 	 	1,261	 	 	878	 	 	51	 	 	44	 	
Canada	 	 	 	 	 	531	 	 	383	 	 	375	 	 	79	 	 	92	 	
Middle East and Africa	 	 	 	 	 	438	 	 	641	 	 	693	 	 	—	 	 	—	 	
Total	 	 	 	 	$	13,423	 	$	13,878	 	$	12,104	 	$	2,492	 	$	2,497	 	
* Revenues are attributed to countries based on the location of the customer.
** Property, plant and equipment, net are based on the location of the asset.
 
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Report of Independent Registered Public Accounting Firm 
 
To the Board of Directors and Shareholders of Textron Inc.
 
We have audited the accompanying Consolidated Balance Sheets of Textron Inc. as of January 2, 2016 and January 3, 2015, and the related Consolidated Statements of Operations, Comprehensive Income, Shareholders’ Equity and Cash Flows for each of the three years in the period ended January 2, 2016.  Our audits also included the financial statement schedule contained on page 70.  These financial statements and schedule are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Textron Inc. at January 2, 2016 and January 3, 2015 and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 2, 2016, in conformity with U.S. generally accepted accounting principles.  Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Textron Inc.’s internal control over financial reporting as of January 2, 2016, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 24, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
 
Boston, Massachusetts
February 24, 2016
 
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Quarterly Data 

(Unaudited)	 	2015	 	2014	 	
(Dollars in millions, except per share amounts)	 	Q1	 	Q2	 	Q3	 	Q4	 	Q1	 	Q2	 	Q3	 	Q4	 	
Revenues	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Textron Aviation	 	$	1,051	 	$	1,124	 	$	1,159	 	$	1,488	 	 $	785	 	$	1,183	 	$	1,080	 	$	1,520	 	
Bell	 	813	 	850	 	756	 	1,035	 	873	 	1,119	 	1,182	 	1,071	 	
Textron Systems	 	315	 	322	 	420	 	463	 	363	 	282	 	358	 	621	 	
Industrial	 	872	 	927	 	828	 	917	 	797	 	894	 	785	 	862	 	
Finance	 	22	 	24	 	17	 	20	 	29	 	27	 	25	 	22	 	
Total revenues	 	$	3,073	 	$	3,247	 	$	3,180	 	$	3,923	 	 $	2,847	 	$	3,505	 	$	3,430	 	$	4,096	 	
Segment profit	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Textron Aviation (a)	 	$	67	 	$	88	 	$	107	 	$	138	 	 $	14	 	$	28	 	$	62	 	$	130	 	
Bell	 	76	 	101	 	99	 	124	 	96	 	141	 	146	 	146	 	
Textron Systems	 	28	 	21	 	39	 	41	 	39	 	34	 	27	 	50	 	
Industrial	 	82	 	86	 	61	 	73	 	66	 	94	 	53	 	67	 	
Finance	 	6	 	10	 	6	 	2	 	4	 	7	 	5	 	5	 	
Total segment profit	 	259	 	306	 	312	 	378	 	219	 	304	 	293	 	398	 	
Corporate expenses and other, net	 	(42	)	(33	)	(27	)	(52	)	(43	)	(38	)	(22	)	(58	)	
Interest expense, net for Manufacturing group	 	(33	)	(32	)	(33	)	(32	)	(35	)	(36	)	(37	)	(40	)	
Acquisition and restructuring costs (b)	 	—	 	—	 	—	 	—	 	(16	)	(20	)	(3	)	(13	)	
Income tax expense	 	(56	)	(72	)	(76	)	(69	)	(38	)	(65	)	(71	)	(74	)	
Income from continuing operations	 	128	 	169	 	176	 	225	 	87	 	145	 	160	 	213	 	
Income (loss) from discontinued operations, net of income taxes	 	—	 	(2	)	—	 	1	 	(2	)	(1	)	(1	)	(1	)	
Net income	 	$	128	 	$	167	 	$	176	 	$	226	 	 $	85	 	$	144	 	$	159	 	$	212	 	
Basic earnings per share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	0.46	 	$	0.61	 	$	0.64	 	$	0.81	 	 $	0.31	 	$	0.52	 	$	0.57	 	$	0.77	 	
Discontinued operations	 	—	 	(0.01	)	—	 	0.01	 	(0.01	)	—	 	—	 	(0.01	)	
Basic earnings per share	 	$	0.46	 	$	0.60	 	$	0.64	 	$	0.82	 	 $	0.30	 	$	0.52	 	$	0.57	 	$	0.76	 	
Basic average shares outstanding (In thousands)	 	277,902	 	277,715	 	276,334	 	274,776	 	281,094	 	280,280	 	278,860	 	277,347	 	
Diluted earnings per share	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Continuing operations	 	$	0.46	 	$	0.60	 	$	0.63	 	$	0.81	 	 $	0.31	 	$	0.51	 	$	0.57	 	$	0.76	 	
Discontinued operations	 	—	 	—	 	—	 	0.01	 	(0.01	)	—	 	—	 	—	 	
Diluted earnings per share	 	$	0.46	 	$	0.60	 	$	0.63	 	$	0.82	 	 $	0.30	 	$	0.51	 	$	0.57	 	$	0.76	 	
Diluted average shares outstanding (In thousands)	 	280,077	 	279,935	 	278,039	 	276,653	 	283,327	 	282,764	 	281,030	 	279,771	 	
Segment profit margins	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Textron Aviation	 	6.4	%	7.8	%	9.2	%	9.3	%	1.8	%	2.4	%	5.7	%	8.6	%	
Bell	 	9.3	 	11.9	 	13.1	 	12.0	 	11.0	 	12.6	 	12.4	 	13.6	 	
Textron Systems	 	8.9	 	6.5	 	9.3	 	8.9	 	10.7	 	12.1	 	7.5	 	8.1	 	
Industrial	 	9.4	 	9.3	 	7.4	 	8.0	 	8.3	 	10.5	 	6.8	 	7.8	 	
Finance	 	27.3	 	41.7	 	35.3	 	10.0	 	13.8	 	25.9	 	20.0	 	22.7	 	
Segment profit margin	 	8.4	%	9.4	%	9.8	%	9.6	%	7.7	%	8.7	%	8.5	%	9.7	%	
Common stock information	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Price range: High	 	$	45.61	 	$	46.93	 	$	44.98	 	$	43.93	 	 $	40.18	 	$	40.93	 	$	39.03	 	$	44.23	 	
                     Low	 	$	40.95	 	$	42.97	 	$	32.20	 	$	38.18	 	 $	34.28	 	$	36.96	 	$	35.54	 	$	32.28	 	
Dividends declared per share	 	$	0.02	 	$	0.02	 	$	0.02	 	$	0.02	 	 $	0.02	 	$	0.02	 	$	0.02	 	$	0.02	 	
(a)	Includes amortization of $5 million, $6 million and $1 million for the first, second, and third quarters of 2015, respectively, and $12 million, $33 million, $10 million and $8 million for the first, second, third and fourth quarters of 2014, respectively, related to fair value step-up adjustments of Beechcraft acquired inventories sold during the periods.	
 	 	
(b)	Acquisition and restructuring costs include restructuring costs of $5 million, $20 million, $3 million and $13 million for the first, second, third and fourth quarters of 2014, respectively, related to the acquisition of Beech Holdings, LLC, the parent of Beechcraft Corporation, which was completed on March 14, 2014. Transaction costs of $11 million related to the Beechcraft acquisition are also included in the first quarter of 2014.	

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Schedule II — Valuation and Qualifying Accounts 

( In millions )	 	 	 	 	 	 	 	2015	 	2014	 	2013	 	
Allowance for doubtful accounts	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of year	 	 	 	 	 	 	 	 	 	 	$	30	 	$	22	 	$	19	 	
Charged to costs and expenses	 	 	 	 	 	 	 	 	 	 	 	5	 	 	11	 	 	7	 	
Deductions from reserves*	 	 	 	 	 	 	 	 	 	 	 	(2	)	 	(3	)	 	(4	)	
Balance at end of year	 	 	 	 	 	 	 	 	 	 	$	33	 	$	30	 	$	22	 	
Inventory FIFO reserves	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at beginning of year	 	 	 	 	 	 	 	 	 	 	$	169	 	$	150	 	$	136	 	
Charged to costs and expenses	 	 	 	 	 	 	 	 	 	 	 	56	 	 	51	 	 	54	 	
Deductions from reserves*	 	 	 	 	 	 	 	 	 	 	 	(19	)	 	(32	)	 	(40	)	
Balance at end of year	 	 	 	 	 	 	 	 	 	 	$	206	 	$	169	 	$	150	 	
*Deductions primarily include amounts written off on uncollectable accounts (less recoveries), inventory disposals and currency translation adjustments.
 
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 
 
None.
 
Item 9A. Controls and Procedures 
 
Disclosure Controls and Procedures
We performed an evaluation of the effectiveness of our disclosure controls and procedures as of January 2, 2016. The evaluation was performed with the participation of senior management of each business segment and key Corporate functions, under the supervision of our Chairman, President and Chief Executive Officer (CEO) and our Executive Vice President and Chief Financial Officer (CFO). Based on this evaluation, the CEO and CFO concluded that our disclosure controls and procedures were operating and effective as of January 2, 2016.
 
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting during the fourth quarter of the fiscal year covered by this report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for Textron Inc. as such term is defined in Exchange Act Rules 13a-15(f).  Our internal control structure is designed to provide reasonable assurance, at appropriate cost, that assets are safeguarded and that transactions are properly executed and recorded.  The internal control structure includes, among other things, established policies and procedures, an internal audit function, the selection and training of qualified personnel as well as management oversight.
 
With the participation of our management, we performed an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our evaluation under the 2013 Framework, we have concluded that Textron Inc. maintained, in all material respects, effective internal control over financial reporting as of January 2, 2016.
 
The independent registered public accounting firm, Ernst & Young LLP, has audited the Consolidated Financial Statements of Textron Inc. and has issued an attestation report on Textron’s internal controls over financial reporting as of January 2, 2016, as stated in its report, which is included herein.
 
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Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
 
The Board of Directors and Shareholders of Textron Inc.
 
We have audited Textron Inc.’s internal control over financial reporting as of January 2, 2016, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria).  Textron Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting.  Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, Textron Inc. maintained, in all material respects, effective internal control over financial reporting as of January 2, 2016, based on the COSO criteria.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheets of Textron Inc. as of January 2, 2016 and January 3, 2015, and the related Consolidated Statements of Operations, Comprehensive Income, Shareholders’ Equity and Cash Flows for each of the three years in the period ended January 2, 2016 of Textron Inc. and our report dated February 24, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP
 
Boston, Massachusetts
February 24, 2016
 
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PART III 
 
Item 10. Directors, Executive Officers and Corporate Governance 
 
The information appearing under “ELECTION OF DIRECTORS— Nominees for Director,” “CORPORATE GOVERNANCE—Corporate Governance Guidelines and Policies,” “— Code of Ethics,” “—Board Committees— Audit Committee ,” and “SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 27, 2016 is incorporated by reference into this Annual Report on Form 10-K.
 
Information regarding our executive officers is contained in Part I of this Annual Report on Form 10-K.
 
Item 11. Executive Compensation 
 
The information appearing under “CORPORATE GOVERNANCE —Compensation of Directors,” “COMPENSATION COMMITTEE REPORT,” “COMPENSATION DISCUSSION AND ANALYSIS” and “EXECUTIVE COMPENSATION” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 27, 2016 is incorporated by reference into this Annual Report on Form 10-K.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 
 
The information appearing under “SECURITY OWNERSHIP” and “EXECUTIVE COMPENSATION — Equity Compensation Plan Information” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 27, 2016 is incorporated by reference into this Annual Report on Form 10-K.
 
Item 13. Certain Relationships and Related Transactions and Director Independence 
 
The information appearing under “CORPORATE GOVERNANCE—Director Independence” and “EXECUTIVE COMPENSATION — Transactions with Related Persons” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 27, 2016 is incorporated by reference into this Annual Report on Form 10-K.
 
Item 14. Principal Accountant Fees and Services 
 
The information appearing under “RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — Fees to Independent Auditors” in the Proxy Statement for our Annual Meeting of Shareholders to be held on April 27, 2016 is incorporated by reference into this Annual Report on Form 10-K.
 
PART IV 
 
Item 15. Exhibits and Financial Statement Schedules 
 
Financial Statements and Schedules — See Index on Page 35.

Exhibits	 	 	
 	 	 	
3.1A	 	Restated Certificate of Incorporation of Textron as filed with the Secretary of State of Delaware on April 29, 2010. Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. (SEC File No. 001-05480)	
 	 	 	
3.1B	 	Certificate of Amendment of Restated Certificate of Incorporation of Textron Inc., filed with the Secretary of State of Delaware on April 27, 2011. Incorporated by reference to Exhibit 3.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011.	
 	 	 	
3.2	 	Amended and Restated By-Laws of Textron Inc., effective April 28, 2010 and further amended April 27, 2011, July 23, 2013 and February 25, 2015. Incorporated by reference to Exhibit 3.2 to Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2015.	
 	 	 	
4.1A	 	Support Agreement dated as of May 25, 1994, between Textron Inc. and Textron Financial Corporation. Incorporated by reference to Exhibit 4.1 to Textron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.	
 
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4.1B	 	Amendment to Support Agreement, dated as of December 23, 2015, by and between Textron Inc. and Textron Financial Corporation.	
 	 	 	
NOTE:	 	Instruments defining the rights of holders of certain issues of long-term debt of Textron have not been filed as exhibits because the authorized principal amount of any one of such issues does not exceed 10% of the total assets of Textron and its subsidiaries on a consolidated basis. Textron agrees to furnish a copy of each such instrument to the Commission upon request.	
 	 	 	
NOTE:	 	Exhibits 10.1 through 10.16 below are management contracts or compensatory plans, contracts or agreements.	
 	 	 	
10.1A	 	Textron Inc. 2007 Long-Term Incentive Plan (Amended and Restated as of April 28, 2010). Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2012.	
 	 	 	
10.1B	 	Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007. (SEC File No. 001-05480)	
 	 	 	
10.1C	 	Form of Incentive Stock Option Agreement. Incorporated by reference to Exhibit 10.3 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007. (SEC File No. 001-05480)	
 	 	 	
10.1D	 	Form of Restricted Stock Unit Grant Agreement. Incorporated by reference to Exhibit 10.4 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2007. (SEC File No. 001-05480)	
 	 	 	
10.1E	 	Form of Restricted Stock Unit Grant Agreement with Dividend Equivalents.  Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008. (SEC File No. 001-05480)	
 	 	 	
10.1F	 	Form of Cash-Settled Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.1G to Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009. (SEC File No. 001-05480)	
 	 	 	
10.1G	 	Form of Performance Share Unit Grant Agreement. Incorporated by reference to Exhibit 10.1H to Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009. (SEC File No. 001-05480)	
 	 	 	
10.1H	 	Form of Non-Qualified Stock Option Agreement. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014.	
 	 	 	
10.1I	 	Form of Stock-Settled Restricted Stock Unit Grant Agreement with Dividend Equivalents. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014.	
 	 	 	
10.1J	 	Form of Performance Share Unit Grant Agreement. Incorporated by reference to Exhibit 10.3 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014.	
 	 	 	
10.2A	 	Textron Inc. Short-Term Incentive Plan (As amended and restated effective January 3, 2010). Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. (SEC File No. 001-05480)	
 	 	 	
10.2B	 	Amendment No. 1 to Textron Inc. Short-Term Incentive Plan (As amended and restated effective January 3, 2010), dated July 22, 2015. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2015.	
 	 	 	
10.3	 	Textron Inc. 2015 Long-Term Incentive Plan. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2015.	
 	 	 	
10.4	 	Textron Spillover Savings Plan, effective October 5, 2015.	
 
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10.5A	 	Textron Spillover Pension Plan, As Amended and Restated Effective January 3, 2010, including Appendix A (as amended and restated effective January 3, 2010), Defined Benefit Provisions of the Supplemental Benefits Plan for Textron Key Executives (As in effect before January 1, 2007). Incorporated by reference to Exhibit 10.4 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010. (SEC File No. 001-05480)	
 	 	 	
10.5B	 	Amendments to the Textron Spillover Pension Plan, dated October 12, 2011. Incorporated by reference to Exhibit 10.5B to Textron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.	
 	 	 	
10.5C	 	Second Amendment to the Textron Spillover Pension Plan, dated October 7, 2013. Incorporated by reference to Exhibit 10.5C to Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013.	
 	 	 	
10.6	 	Deferred Income Plan for Textron Executives, Effective October 5, 2015.	
 	 	 	
10.7A	 	Deferred Income Plan for Non-Employee Directors, As Amended and Restated Effective January 1, 2009, including Appendix A, Prior Plan Provisions (As in effect before January 1, 2008). Incorporated by reference to Exhibit 10.9 to Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009. (SEC File No. 001-05480)	
 	 	 	
10.7B	 	Amendment No. 1 to Deferred Income Plan for Non-Employee Directors, as Amended and Restated Effective January 1, 2009, dated as of November 6, 2012. Incorporated by reference to Exhibit 10.8B to Textron’s Annual Report on Form 10-K for the fiscal year ended December 29, 2012.	
 	 	 	
10.8A	 	Severance Plan for Textron Key Executives, As Amended and Restated Effective January 1, 2010. Incorporated by reference to Exhibit 10.10 to Textron’s Annual Report on Form 10-K for the fiscal year ended January 2, 2010. (SEC File No. 001-05480)	
 	 	 	
10.8B	 	First Amendment to the Severance Plan for Textron Key Executives, dated October 26, 2010. Incorporated by reference to Exhibit 10.10B to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011. (SEC File No. 001-05480)	
 	 	 	
10.8C	 	Second Amendment to the Severance Plan for Textron Key Executives, dated March 24, 2014. Incorporated by reference to Exhibit 10.5 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014.	
 	 	 	
10.9	 	Form of Indemnity Agreement between Textron and its executive officers. Incorporated by reference to Exhibit A to Textron’s Proxy Statement for its Annual Meeting of Shareholders on April 29, 1987. (SEC File No. 001-05480)	
 	 	 	
10.10	 	Form of Indemnity Agreement between Textron and its non-employee directors (approved by the Nominating and Corporate Governance Committee of the Board of Directors on July 21, 2009 and entered into with all non-employee directors, effective as of August 1, 2009). Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2009. (SEC File No. 001-05480)	
 	 	 	
10.11A	 	Letter Agreement between Textron and Scott C. Donnelly, dated June 26, 2008. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2008. (SEC File No. 001-05480)	
 	 	 	
10.11B	 	Amendment to Letter Agreement between Textron and Scott C. Donnelly, dated December 16, 2008, together with Addendum No.1 thereto, dated December 23, 2008. Incorporated by reference to Exhibit 10.15B to Textron’s Annual Report on Form 10-K for the fiscal year ended January 3, 2009. (SEC File No. 001-05480)	
 	 	 	
10.11C	 	Agreement between Textron and Scott C. Donnelly, dated May 1, 2009, related to Mr. Donnelly’s personal use of a portion of hangar space at T.F. Green Airport which is leased by Textron. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 2009. (SEC File No. 001-05480)	
 
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10.11D	 	Hangar License and Services Agreement made and entered into on April 25, 2011 to be effective as of December 5, 2010, between Textron Inc. and Mr. Donnelly’s limited liability company. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011.	
 	 	 	
10.11E	 	Amended and Restated Hangar License and Services Agreement, made and entered into as of October 1, 2015, between Textron Inc. and Mr. Donnelly’s limited liability company. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2015.	
 	 	 	
10.12A	 	Letter Agreement between Textron and Frank Connor, dated July 27, 2009. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2009. (SEC File No. 001-05480)	
 	 	 	
10.12B	 	Hangar License and Services Agreement made and entered into on April 25, 2011 to be effective as of December 5, 2010, between Textron Inc. and Mr. Connor’s limited liability company. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2011.	
 	 	 	
10.12C	 	Amended and Restated Hangar License and Services Agreement, made and entered into on July 24, 2015, between Textron Inc. and Mr. Connor’s limited liability company. Incorporated by reference to Exhibit 10.3 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 2015.	
 	 	 	
10.13	 	Letter Agreement between Textron and Cheryl H. Johnson, dated June 12, 2012. Incorporated by reference to Exhibit 10.2 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012.	
 	 	 	
10.14A	 	Letter Agreement between Textron and E. Robert Lupone, dated December 22, 2011. Incorporated by reference to Exhibit 10.17 to Textron’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011.	
 	 	 	
10.14B	 	Amendment to letter agreement between Textron and E. Robert Lupone, dated July 27, 2012. Incorporated by reference to Exhibit 10.5 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2012.	
 	 	 	
10.15	 	Director Compensation.	
 	 	 	
10.16 	 	Form of Aircraft Time Sharing Agreement between Textron and its executive officers. Incorporated by reference to Exhibit 10.3 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 27, 2008. (SEC File No. 001-05480)	
 	 	 	
10.17	 	Credit Agreement, dated as of October 4, 2013, among Textron, the Lenders listed therein, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Bank of America, N.A., as Syndication Agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as Documentation Agent. Incorporated by reference to Exhibit 10.1 to Textron’s Current Report on Form 8-K filed on October 4, 2013.	
 	 	 	
10.18A	 	Master Services Agreement between Textron Inc. and Computer Sciences Corporation dated October 27, 2004. Incorporated by reference to Exhibit 10.26 to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2005. * (SEC File No. 001-05480)	
 	 	 	
10.18B	 	Amendment No. 4 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated July 1, 2007. Incorporated by reference to Exhibit 10.1 to Textron’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2007. (SEC File No. 001-05480)	
 	 	 	
10.18C	 	Amendment No. 5 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as of March 13, 2008. * Incorporated by reference to Exhibit 10.22C to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011. (SEC File No. 001-05480)	
 	 	 	
10.18D	 	Amendment No. 6 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as of June 17, 2009. Incorporated by reference to Exhibit 10.22D to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011. (SEC File No. 001-05480)	
 
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10.18E	 	Amendment No. 7 to Master Services Agreement between Textron Inc. and Computer Sciences Corporation, dated as of September 30, 2010. * Incorporated by reference to Exhibit 10.22E to Textron’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011. (SEC File No. 001-05480)	
 	 	 	
10.19	 	Agreement and Plan of Merger among Beech Holdings, LLC, Sky Intermediate Merger Sub, LLC, Textron Inc. and Textron Acquisition LLC, dated as of December 26, 2013. Incorporated by reference to Exhibit 10.19 to Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013.	
 	 	 	
10.20	 	Term Credit Agreement, dated as of January 24, 2014 Among Textron, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A. and Bank of America, N.A., as syndication agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd., as documentation agent, and other lenders named therein. Incorporated by reference to Exhibit 10.20 to Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2013.	
 	 	 	
12.1	 	Computation of ratio of income to fixed charges of Textron Inc.’s Manufacturing group.	
 	 	 	
12.2	 	Computation of ratio of income to fixed charges of Textron Inc., including all majority-owned subsidiaries.	
 	 	 	
21	 	Certain subsidiaries of Textron. Other subsidiaries, which considered in the aggregate do not constitute a significant subsidiary, are omitted from such list.	
 	 	 	
23	 	Consent of Independent Registered Public Accounting Firm.	
 	 	 	
24	 	Power of attorney.	
 	 	 	
31.1	 	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	
31.2	 	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	 	
32.1	 	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
 	 	 	
32.2	 	Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
 	 	 	
101	 	The following materials from Textron Inc.’s Annual Report on Form 10-K for the year ended January 2, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, (vi) the Notes to the Consolidated Financial Statements, and (vii) Schedule II — Valuation and Qualifying Accounts.	
 
*      Confidential Treatment has been requested for portions of this document.
 
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Signatures 
 
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on this 24th day of February 2016.

 	 	TEXTRON INC.	
 	 	Registrant	
 	 	 	
 	By:	/s/ Frank T. Connor	 	
 	 	Frank T. Connor	
 	 	Executive Vice President and Chief Financial Officer	
 
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Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below on this 24th day of February 2016 by the following persons on behalf of the registrant and in the capacities indicated:

Name	 	Title	

/s/ Scott C. Donnelly	 	 	
Scott C. Donnelly	 	Chairman, President and Chief Executive Officer	
 	 	(principal executive officer)	
*	 	 	
Kathleen M. Bader	 	Director	
 	 	 	
*	 	 	
R. Kerry Clark	 	Director	
 	 	 	
*	 	 	
James T. Conway	 	Director	
 	 	 	
*	 	 	
Ivor J. Evans	 	Director	
 	 	 	
*	 	 	
Lawrence K. Fish	 	Director	
 	 	 	
*	 	 	
Paul E. Gagné	 	Director	
 	 	 	
*	 	 	
Dain M. Hancock	 	Director	
 	 	 	
*	 	 	
Lord Powell of Bayswater KCMG	 	Director	
 	 	 	
*	 	 	
Lloyd G. Trotter	 	Director	
 	 	 	
*	 	 	
James L. Ziemer	 	Director	
 	 	 	
/s/ Frank T. Connor	 	 	
Frank T. Connor	 	Executive Vice President and Chief Financial Officer	
 	 	(principal financial officer)	
 	 	 	
/s/ Mark S. Bamford	 	 	
Mark S. Bamford	 	Vice President and Corporate Controller	
 	 	(principal accounting officer)	
 	 	 	 	
*By:	/s/ Jayne M. Donegan	 	 	
 	Jayne M. Donegan, Attorney-in-fact	 	 	
 
78 

Exhibit 4.1B
 
AMENDMENT TO SUPPORT AGREEMENT
 
AMENDMENT (the “Amendment”), dated as of December 23, 2015, by and between Textron Financial Corporation, a Delaware corporation (“TFC”), and Textron Inc., a Delaware corporation (“Textron”).
 
WHEREAS, TFC and Textron are parties to a Support Agreement, dated as of May 25, 1994 (the “Agreement”) (all other defined terms used herein and not otherwise defined shall have the meanings set forth in the Agreement); and
 
WHEREAS, TFC and Textron Inc. wish to amend the Support Agreement to reduce the minimum consolidated shareholders equity of TFC from $200 million to $125 million; and
 
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
 
Section 1.                                            Amendment to Agreement .  The fourth line of Section 3 of the Agreement is hereby amended to read “consolidated shareholders equity of TFC shall not be less than $125,000,000.”
 
Section 2.                                            Agreement to Remain in Full Force and Effect .  Except as hereby expressly provided, the Agreement, as amended by this Amendment, is in all respects ratified and confirmed, and all its terms, provisions and conditions shall be and remain in full force and effect.
 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

 	TEXTRON FINANCIAL CORPORATION	

 	By:	/s/ Paul M. Rerick	
 	 	Name:	Paul M. Rerick	
 	 	Title:	Senior Vice President & Chief Financial Officer	

 	TEXTRON INC.	 	

 	By:	/s/ Mary F. Lovejoy	
 	 	Name:	Mary F. Lovejoy	
 	 	Title:	Vice President & Treasurer	

1 

Exhibit 10.4

 	 	 	

TEXTRON SPILLOVER SAVINGS PLAN

 
EFFECTIVE OCTOBER 5, 2015

 	 	 	

 
TEXTRON SPILLOVER SAVINGS PLAN
EFFECTIVE OCTOBER 5, 2015
 
TABLE OF CONTENTS

Introduction	1	
 	 	
Article I — Definitions	2	
 	 	 	
1.01	Additional Retirement Contribution	2	
1.02	Account	2	
1.03	Beneficiary	2	
1.04	Board	2	
1.05	Change in Control	2	
1.06	Compensation	4	
1.07	ERISA	4	
1.08	Executive Plan	5	
1.09	IRC	5	
1.10	Key Executive	5	
1.11	Key Executive Plan	5	
1.12	Participant	5	
1.13	Plan	5	
1.14	Plan Administrator	5	
1.15	Qualified Savings Plan	5	
1.16	Separation From Service	5	
1.17	Supplemental Shares	6	
1.18	Statutory Limit	6	
1.19	Textron	6	
1.20	Textron Company	6	
1.21	Total Disability	6	
 	 	 	
Article II — Participation	6	
 	 	 	
2.01	Eligibility	6	
2.02	Period of Participation	6	
 	 	 	
Article III — Spillover Savings Benefit	7	
 	 	 	
3.01	Supplemental Matching Contribution	7	
3.02	Supplemental Retirement Contribution	9	
 
i 

 
TABLE OF CONTENTS

Article IV — Vesting	9	
 	 	 	
4.01	Vesting Schedule	9	
4.02	Change in Control	9	
 	 	 	
Article V — Distribution of Accounts	10	
 	 	 	
5.01	Separation From Service	10	
5.02	Disability or Death	10	
5.03	Administrative Adjustments in Payment Date	10	
5.04	Distribution Upon Change in Control	10	
5.05	Distributions Before July 25, 2007	11	
 	 	 	
Article VI — Unfunded Plan	11	
 	 	 	
6.01	No Plan Assets	11	
6.02	Top-Hat Plan Status	11	
 	 	 	
Article VII — Plan Administration	11	
 	 	
7.01	Plan Administrator’s Powers	11	
7.02	Delegation of Administrative Authority	11	
7.03	Tax Withholding	12	
7.04	Use of Third Parties to Assist with Plan Administration	12	
7.05	Proof of Right to Receive Benefits	12	
7.06	Claims Procedure	12	
7.07	Enforcement Following a Change in Control	13	
 	 	 	
Article VIII — Amendment and Termination	14	
 	 	 	
8.01	Amendment	14	
8.02	Delegation of Amendment Authority	14	
8.03	Termination	14	
8.04	Distributions Upon Plan Termination	14	
 	 	 	
Article IX — Miscellaneous	15	
 	 	 	
9.01	Use of Masculine or Feminine Pronouns	15	
9.02	Transferability of Plan Benefits	15	
9.03	Section 409A Compliance	16	
9.04	Controlling State Law	16	
9.05	No Right to Employment	16	
9.06	Additional Conditions Imposed	16	
 
ii 

 
TEXTRON SPILLOVER SAVINGS PLAN
 
EFFECTIVE OCTOBER 5, 2015
 
Introduction
 
The Textron Spillover Savings Plan (the “Plan”) is an unfunded, nonqualified deferred compensation arrangement.  The Plan is a continuation of the defined contribution portions of the Supplemental Benefits Plan for Textron Key Executives (the “Key Executive Plan”) and the Textron Supplemental Benefits Plan for Executives (the “Executive Plan”).  The defined contribution portions of these plans were separated from the defined benefit portions of the plans effective January 1, 2007, and the defined benefit portions were combined to form the Textron Spillover Pension Plan.  The defined contribution portions of the Key Executive Plan and the Executive Plan were continued as separate plans, the Supplemental Savings Plan for Textron Key Executives and the Textron Supplemental Savings Plan for Executives, on and after January 1, 2007.  These two plans were combined, effective January 1, 2008, to form the Textron Spillover Savings Plan.
 
The Plan provides supplemental savings benefits for designated executives of Textron and its affiliates who participate in the Textron Savings Plan and certain other tax-qualified defined contribution plans.  The Plan provides benefits that would have been payable under the Textron Savings Plan and certain other plans if not for the limits imposed by the Internal Revenue Code of 1986, as amended (the “IRC”).  The Plan has been amended from time to time since the previous restatement.  This restatement of the Plan is effective October 5, 2015, except as otherwise provided, and reflects all amendments that are effective through the date of this restatement.
 
Appendix A and Appendix B of the Plan set forth the defined contribution provisions of the Key Executive Plan and the Executive Plan as in effect on October 3, 2004, when IRC Section 409A was enacted as part of the American Jobs Creation Act of 2004.  Supplemental savings benefits that were earned and vested (within the meaning of Section 409A) before January 1, 2005, and any subsequent increase that is permitted to be included in such amounts under IRC Section 409A, are calculated and paid solely as provided in Appendix A or Appendix B, whichever is applicable, and are not subject to any other provisions of the Textron Spillover Savings Plan.
 
A Key Executive’s supplemental savings benefits that were earned or vested after 2004 and before January 1, 2008, under the Key Executive Plan are subject to the provisions of IRC Section 409A.  These benefits are calculated under Appendix A, but are paid exclusively as provided in the Textron Spillover Savings Plan (not including Appendix A).  Although the provisions of the Textron Spillover Savings Plan generally are effective as of January 1, 2008, the provisions that govern the distribution of benefits earned or vested after 2004 under the Key Executive Plan are effective as of January 1, 2005.
 
Supplemental savings benefits provided under the Executive Plan generally are paid out no later than March 15 following the year in which the benefits are credited to a partici-
 
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pant’s account.  In a few cases, however, supplemental savings benefits that were earned and vested under the Executive Plan before January 1, 2005, remained unpaid as of the date on which this Plan was established.  These benefits were paid to the Participants in a lump sum in January of 2008.  Any benefits that were credited under the Executive Plan between January 1, 2007, and December 31, 2007, shall be paid exclusively as provided in Appendix B.
 
Appendix A permits a Participant to request a distribution option for the benefits payable under that Appendix.  This special election provision is effective as of July 25, 2007, the date on which the Plan was adopted by the Board.
 
Article I — Definitions
 
The following terms shall have the meanings set forth in this Article, unless a contrary or different meaning is expressly provided:
 
1.01                         “Additional Retirement Contribution” means a contribution that is designated as an “Additional Retirement Contribution” under the Textron Savings Plan, and that is made to an employee who satisfies the eligibility conditions set forth in the Textron Savings Plan and is not eligible to accrue a retirement benefit under a tax-qualified defined benefit plan.
 
1.02                         “Account” means the bookkeeping entry used to record supplemental contributions and earnings credited to a Participant under the Plan.  A Participant’s Account may include two sub-accounts, a Stock Unit Account and a Moody’s Account, to track earnings on different hypothetical investment funds.  All amounts credited to the Account shall be unfunded obligations of Textron: no assets shall be set aside or contributed to the Plan for the Participant’s benefit.  A Key Executive’s Account does not include supplemental savings benefits that were earned and vested (within the meaning of IRC Section 409A) before January 1, 2005, and any subsequent increase that is permitted to be included in such amounts under IRC Section 409A: these amounts are calculated and paid solely as provided in Appendix A.
 
1.03                         “Beneficiary” means the person designated under the Plan (including any person who is automatically designated by the terms of the Plan) to receive any death benefit payable with respect to a Participant.  A Participant’s trust or estate may also be the Participant’s Beneficiary.
 
1.04                         “Board” means the Board of Directors of Textron.
 
1.05                         “Change in Control” means, for any Participant who was not an employee of a Textron Company on December 31, 2007:
 
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(a)                                  any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”) and of IRC Section 409A) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially similar proportions as their ownership of Textron common stock
 
(1)                                  becomes (other than by acquisition from Textron or a related company) the “beneficial owner” (as defined in Rule 13d-3 under the Act) of stock of Textron that, together with other stock held by such person or group, possesses more than 50% of the combined voting power of Textron’s then-outstanding voting stock, or
 
(2)                                  acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) beneficial ownership of stock of Textron possessing more than 30% of the combined voting power of Textron’s then-outstanding stock, or
 
(3)                                  acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) all or substantially all of the total gross fair market value of all of the assets of Textron immediately prior to such acquisition or acquisitions (where gross fair market value is determined without regard to any associated liabilities); or
 
(b)                                  a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or
 
(c)                                   during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election.
 
Each of the events described above will be treated as a “Change in Control” only to the extent that it is a change in ownership, change in effective control, or change in the ownership of a substantial portion of Textron’s assets within the meaning of IRC Section 409A.
 
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For any Participant who was an employee of a Textron Company on December 31, 2007, the definition set forth above in this Section 1.05 shall be used to determine whether an event is a “Change in Control” to the extent that the event would alter the time or form of payment of the Participant’s benefit.  To the extent that the event would cause any change in the Participant’s rights under the Plan that does not affect the status of the Participant’s benefit under IRC Section 409A (including, but not limited to, accelerated vesting of the Participant’s benefit or restrictions on amendments to the Plan), the definition set forth in Section 7.03 of Appendix A shall be used to determine whether the event is a “Change in Control.”
 
1.06                         “Compensation” means, for a Participant for a calendar year beginning after December 31, 2011--
 
(a)                                  For the Supplemental Matching Contribution described in Section 3.01(a), the compensation that is taken into account to calculate the Participant’s matching contributions under the Qualified Savings Plan for such calendar year; and
 
(b)                                  For the Supplemental Retirement Contribution described in Section 3.02(a), the compensation that is taken into account to determine the Participant’s Additional Retirement Contribution under the Textron Savings Plan for such calendar year;
 
subject in each case to the following modifications:
 
(i)                                      Compensation under subsections (a) and (b), above, shall (1) include any annual compensation (other than commissions described in paragraph (ii) below) that would be included in the applicable compensation if the Participant’s deferral election under the Deferred Income Plan for Textron Executives were disregarded, and (2) be determined without regard to the Statutory Limit, and
 
(ii)                                   Effective January 1, 2012, Compensation under subsections (a) and (b), above, shall not include commissions.
 
For years before 2012, Compensation had a different definition, as set forth in the Plan as then in effect.
 
1.07                         “ ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
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1.08                         “Executive Plan” means the Textron Supplemental Benefits Plan for Executives, as in effect before January 1, 2007, and the Textron Supplemental Savings Plan for Executives, as in effect from January 1 through December 31, 2007.  The defined contribution provisions of the Executive Plan are included in this Plan as Appendix B.
 
1.09                         “IRC” means the Internal Revenue Code of 1986, as amended.  References to any section of the Internal Revenue Code shall include any final regulations interpreting that section.
 
1.10                         “Key Executive” means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by Textron’s Chief Executive Officer and Chief Human Resources Officer.
 
1.11                         “Key Executive Plan” means the Supplemental Benefits Plan for Textron Key Executives, as in effect before January 1, 2007, and the Supplemental Savings Plan for Textron Key Executives, as in effect from January 1 through December 31, 2007.  The defined contribution provisions of the Key Executive Plan are included in this Plan as Appendix A.
 
1.12                         “Participant” means an employee of Textron who becomes eligible to participate in the Plan pursuant to Section 2.01 (or a predecessor thereto) and whose participation has not been terminated as provided in Section 2.02.
 
1.13                         “Plan” means this Textron Spillover Savings Plan, as amended and restated from time to time.
 
1.14                         “Plan Administrator” means Textron or its designees, as described in Section 7.01.
 
1.15                         “Qualified Savings Plan” means the Textron Savings Plan or another tax-qualified defined contribution plan maintained by a Textron Company that has been designated by the Management Committee of Textron as eligible for supplemental contributions under the Plan.  Any Qualified Savings Plan other than the Textron Savings Plan shall be identified in an appendix to this Plan, and the appendix shall also set forth any special terms or conditions that apply to participants in the Qualified Savings Plan.
 
1.16                         “Separation From Service” means a Participant’s termination of employment with all Textron Companies, other than by reason of death or Total Disability, that qualifies as a “separation from service” for purposes of IRC Section 409A.
 
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1.17                         “Supplemental Shares” means phantom shares of Textron common stock accumulated and accounted for under the Plan for the purpose of determining the cash value of distributions from a Participant’s Stock Unit Account.
 
1.18                         “Statutory Limit” means the limit on eligible compensation under tax-qualified defined contribution plans imposed by IRC Section 401(a)(17) or the limit on annual additions imposed by IRC Section 415.
 
1.19                         “Textron” means Textron Inc., a Delaware corporation, and any successor to Textron Inc.
 
1.20                         “Textron Company” means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c).
 
1.21                         “Total Disability” means physical or mental incapacity of a Participant who is employed by a Textron Company on the disability date, if the incapacity (a) enables the Participant to receive disability benefits under the Federal Social Security Act, and (b) also qualifies as a “disability” for purposes of IRC Section 409A(a)(2)(C).
 
Article II — Participation
 
2.01                         Eligibility .  An employee of a Textron Company shall be eligible to participate in the Plan only if (a) he is a United States citizen or resident, (b) he participates in a Qualified Savings Plan, (c) he receives Compensation (as defined in this Plan) for a Plan Year in excess of the compensation limit under IRC Section 401(a)(17) (as adjusted for changes in the cost of living), and (d) his matching contribution under the Qualified Savings Plan or his Additional Retirement Contribution under the Textron Savings Plan is limited by the Statutory Limit.  An eligible employee shall become a Participant on December 31 of the first calendar year in which all of the requirements in the immediately preceding sentence are satisfied.
 
2.02                         Period of Participation .  Except as provided in the following sentence, once an individual becomes a Participant, the individual shall remain a Participant until the individual’s Account is fully distributed, or until the individual’s participation in the Plan is terminated by the Board (or by the Chief Executive Officer and the Chief Human Resources Officer) effective as of the following January 1.  If an employee or former employee is not identified in Textron’s records as a Participant as of December 31, 2014, the individual shall not be a Participant, and shall not be entitled to receive any benefit under the Plan, unless the individual becomes a Participant after 2014 pursuant to Section 2.01.
 
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Article III — Spillover Savings Benefit
 
3.01                         Supplemental Matching Contribution .
 
(a)                                  Amount of Contribution .  If a Participant contributes at least 10% of his eligible compensation to the Textron Savings Plan during a calendar year, and the Participant is employed by a Textron Company on December 31 of such calendar year, the Participant’s Stock Unit Account under the Plan shall be credited with a supplemental matching contribution for such calendar year equal to the excess, if any, of (1) 5% ( i.e. , 50% of 10%) of the Participant’s Compensation for such calendar year, over (2) the Participant’s actual matching contribution for such calendar year under the Textron Savings Plan.  If a Participant participates in a Qualified Savings Plan other than the Textron Savings Plan (and the Participant satisfies the eligibility requirements), the Participant shall be eligible to receive a comparable supplemental matching contribution in an amount sufficient to restore the portion of matching contributions lost for the calendar year because of the application of the Statutory Limit to eligible compensation under the Qualified Savings Plan; provided, however, that the matching contributions that would be available under the Qualified Savings Plan if not for the Statutory Limit shall be calculated based on Compensation under Section 1.06 (rather than eligible compensation under the Qualified Savings Plan).  To be credited with a supplemental matching contribution for a calendar year, the Participant must be employed by a Textron Company on December 31 of such calendar year.
 
(b)                                  Stock Unit Account . The Stock Unit Account shall consist of Supplemental Shares.  Textron shall credit the supplemental matching contribution to a Participant’s Stock Unit Account after the end of the calendar year for which the supplemental matching contribution is made, but not later than March 15 of the following year. The credit shall be made as a number of Supplemental Shares determined as follows:
 
(i)                                      For credits added before October 1, 2013, by dividing the amount of the supplemental matching contribution for the calendar year by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal , for each trading day in the calendar year for which the credit is made; and
 
(ii)                                   For credits added after September 30, 2013, by dividing the amount of the supplemental matching contribution for the calendar year by the closing price of Textron common stock on the date the credit is posted to the Participant’s Stock Unit Account, as reflected in the Plan’s recordkeeping system.
 
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(c)                                   Crediting Dividend Equivalents and Other Adjustments . Textron shall credit additional Supplemental Shares to a Participant’s Stock Unit Account in each calendar quarter to reflect the dividend equivalents attributable to the Supplemental Shares that were credited to the Participant’s Account on the record date. The number of additional Supplemental Shares shall be determined as follows:
 
(i)                                      For dividend equivalents added before October 1, 2013, by dividing the dividend amount by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal , for the month in which the record date occurs; and
 
(ii)                                   For dividend equivalents added after September 30, 2013, by dividing the dividend amount by the closing price of Textron common stock on the date the credit is posted to the Participant’s Stock Unit Account, as reflected in the Plan’s recordkeeping system.
 
The number of Supplemental Shares credited to a Participant’s Stock Unit Account shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the Supplemental Shares were actual shares of Textron common stock.
 
(d)                                  Converting Supplemental Shares to Cash . All distributions from the Plan shall be made in cash.  The cash value distributed will be determined by multiplying the value of Textron common stock as of the distribution date by the number of whole and fractional Supplemental Shares in the Participant’s Stock Unit Account as of the distribution date.  The value of a share of Textron common stock as of the distribution date shall be as follows:
 
(i)                                      For distributions before October 1, 2013, the average of the composite closing prices, as reported in The Wall Street Journal , for the first ten trading days of the calendar month following the Participant’s Separation From Service, death, or Total Disability; and
 
(ii)                                   For distributions after September 30, 2013, the closing price on the first trading day of the calendar month in which the distribution occurs;
 
provided, however, that in the case of a distribution upon a Change in Control (under Section 5.04), the value of a share of Textron common stock as of the distribution date shall be the closing price immediately before the Change in Control occurs.
 
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3.02                         Supplemental Retirement Contribution .
 
(a)                                  Amount of Contribution .  If a Participant receives an Additional Retirement Contribution under the Textron Savings Plan for a calendar year and such Additional Retirement Contribution is limited by the Statutory Limit, the Participant’s Moody’s Account shall be credited with a supplemental retirement contribution for that calendar year equal to the excess, if any, of (1) the Additional Retirement Contribution that the Participant would have received for the calendar year if the amount of such Additional Retirement Contribution had been calculated based on the Participant’s Compensation, over (2) the Participant’s actual Additional Retirement Contribution under the Textron Savings Plan for the calendar year.  The supplemental retirement contribution shall be credited to the Participant’s Moody’s Account as of the same date on which the Additional Retirement Contribution is contributed to the Textron Savings Plan.  The Participant must be employed by a Textron Company on December 31 of the calendar year in order to receive a supplemental retirement contribution for that calendar year.
 
(b)                                  Moody’s Account .  The Moody’s Account shall earn interest at a monthly interest rate that is one twelfth of the average for the calendar month of the Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by Textron.  Interest shall be credited on the last day of each calendar month on the average daily balance of the Moody’s Account during the month.  A supplemental retirement contribution shall not begin to earn interest until it is credited to a Participant’s Moody’s Account.
 
Article IV — Vesting
 
4.01                           Vesting Schedule .  Except as provided in Section 4.02, a Participant’s Stock Unit Account shall be vested to the same extent that the Participant’s matching contribution account under the Qualified Savings Plan is vested, and a Participant’s Moody’s Account shall be vested to the same extent that the Participant’s Additional Retirement Contribution Account under the Textron Savings Plan is vested.  Any portion of the Participant’s Account that is not vested at the time of the Participant’s Separation From Service shall be forfeited.
 
4.02                           Change in Control .  In the event of a Change in Control, a Participant’s Account shall become fully vested if the Participant is employed by a Textron Company on the date of the Change in Control.
 
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Article V — Distribution of Accounts
 
5.01                           Separation From Service .  A Participant’s Account shall be distributed in a lump sum in cash on the first business day of the seventh month following his Separation From Service (or in January 2009, if later).
 
5.02                           Disability or Death .  If a Participant dies before his Account is distributed, the Participant’s Account shall be distributed in a lump sum in cash on the first business day of the first month that begins at least ninety (90) days after the Participant’s death.  If a Participant suffers a Total Disability before his Account is distributed, the Participant’s Account shall be distributed in a lump sum in cash on the last business day of the month following his Total Disability.  A Participant may designate one or more Beneficiaries to receive the Participant’s Account after his death.  The designation shall be made in writing on a form approved by Textron, and shall be subject to any requirements or conditions established by Textron.  If a Participant does not designate a Beneficiary under the Plan, the Participant’s Beneficiary under the Plan shall be the same as the Participant’s beneficiary under the Qualified Savings Plan.  If a Participant does not have a valid beneficiary designation on file under the Qualified Savings Plan or does not have a balance under the Qualified Savings Plan, the Participant’s Beneficiary under the Plan shall be the default beneficiary prescribed by the Qualified Savings Plan.  If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum on the first business day of January 2008.
 
5.03                           Administrative Adjustments in Payment Date .  A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year (for a payment whose specified due date is on or before September 30), or (b) by the 15th day of the third calendar month following the date specified by the Plan (for a payment whose specified due date is on or after October 1).  A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan, provided that the payment is not made earlier than six months after the Participant’s Separation From Service.  A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 5.03.
 
5.04                           Distribution Upon Change in Control .  Subject to the following sentence, if a Change in Control also qualifies as a “change in control” under IRC Section 409A, the Participant’s Account shall be paid in a lump sum in cash on the first business day of the month following the Change in Control.  If a Participant’s Separation From Service occurred before the Change in Control, the lump sum
 
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payment under this Section 5.04 shall not be made earlier than six months after the Participant’s Separation From Service.
 
5.05                           Distributions Before January 1, 2008 .  Distributions after 2004 and before January 1, 2008, were made in good faith compliance with IRC Section 409A and Internal Revenue Service guidance interpreting IRC Section 409A.
 
Article VI — Unfunded Plan
 
6.01                         No Plan Assets .  Benefits provided under this Plan are unfunded obligations of Textron.  Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations.  If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds of the policies shall at all times remain the sole property of Textron and neither the Participants whose lives are insured not their Beneficiaries shall have any ownership rights in such policies of insurance.
 
6.02                         Top-Hat Plan Status .  The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 
Article VII — Plan Administration
 
7.01                         Plan Administrator’s Powers .  Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 7.06, any actions by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through or under any Participant.  Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan.  The Board may exercise Textron’s authority as plan administrator, and the authority to administer the Plan may be delegated as provided in Section 7.02.
 
7.02                         Delegation of Administrative Authority .  The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to administer the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board or officer of Textron to make a further delegation of the authority to administer the Plan.
 
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7.03                           Tax Withholding .  Textron may withhold from benefits paid under this Plan any taxes or other amounts required by law to be withheld.  Textron may deduct from the undistributed portion of a Participant’s benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax.  Alternatively, Textron may require the Participant or Beneficiary to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participant’s benefit, or withhold such amount from other wages payable to the Participant.  The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan.  In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax.
 
7.04                         Use of Third Parties to Assist with Plan Administration .  Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan.  Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert.  All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan.
 
7.05                         Proof of Right to Receive Benefits .  Textron may require proof of death or Total Disability of any Participant and evidence of the right of any person to receive any Plan benefit.
 
7.06                         Claims Procedure . A Participant or Beneficiary who believes that he is being denied a benefit to which he is entitled under the Plan (referred to in this Section 7.06 as a “Claimant”) may file a written request with Textron setting forth the claim.  Textron shall consider and resolve the claim as set forth below.  No action shall be filed in any court until the Claimant has exhausted the claims and appeals procedures set forth in this Section 7.06.
 
(a)                                  Time for Response .  Upon receipt of a claim, Textron shall advise the Claimant that a response will be forthcoming within 90 days.  Textron may, however, extend the response period for up to an additional 90 days for reasonable cause, and shall notify the Claimant of the reason for the extension and the expected response date.  Textron shall respond to the claim within the specified period.
 
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(b)                                  Denial .  If the claim is denied in whole or part, Textron shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits for requesting a review of the claim; and (6) the Claimant’s right to bring an action for benefits under Section 502(a) of ERISA.
 
(c)                                   Request for Review .  Within 60 days after the Claimant ’s receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that Textron review the determination.  The Claimant or his duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by Textron.  If the Claimant does not request a review of the initial determination within such 60-day period, the Claimant shall be barred from challenging the determination.
 
(d)                                  Review of Initial Determination .  Within 60 days after Textron receives a request for review, it will review the initial determination.  If special circumstances require that the 60-day time period be extended, Textron will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review.
 
(e)                                   Decision on Review .  All decisions on review shall be final and binding with respect to all concerned parties.  The decision on review shall set forth, in a manner calculated to be understood by the Claimant, (1) the specific reasons for the decision, shall including references to the relevant Plan provisions upon which the decision is based; (2) the Claimant’s right to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information, relevant to his benefits; and (3) the Claimant’s right to bring an action for benefits under Section 502(a) of ERISA.
 
7.07                         Enforcement Following a Change in Control .  If, after a Change in Control, any claim is made or any litigation is brought by a Participant or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the “person” or “group” described in Section 1.05 shall be liable, jointly and severally, to reimburse the Participant or Beneficiary for the Participant’s or Beneficiary’s reasonable attorney’s fees and costs incurred during the Participant’s or Beneficiary’s lifetime in pursuing any such claim or litigation, and to pay prejudgment interest at the Prime Rate as quoted in the Money Rates section of The Wall Street
 
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Journal on any money award or judgment obtained by the Participant or Beneficiary, payable at the same time as the underlying award or judgment.  Any reimbursement pursuant to the preceding sentence shall be paid to the Participant no earlier than six months after the Participant’s Separation From Service, and shall be paid to the Participant or Beneficiary no later than the end of the calendar year following the year in which the expense was incurred.  The reimbursement shall not be subject to liquidation or exchange for another benefit, and the amount of reimbursable expense incurred in one year shall not affect the amount of reimbursement available in another year.
 
Article VIII — Amendment and Termination
 
8.01                         Amendment .  Subject to subsections (a) and (b), below, the Board or its designee shall have the right to amend, modify, or suspend this Plan at any time by written resolution or other formal action reflected in writing.
 
(a)                                  No amendment, modification, or suspension shall reduce the amount credited to a Participant’s Account immediately before the effective date of the amendment, modification, or suspension.
 
(b)                                  Following a Change in Control, no amendment, modification, or suspension shall be made that directly or indirectly reduces any right or benefit provided upon a Change in Control.
 
An amendment to the Qualified Savings Plan that affects the benefits provided under this Plan shall not be deemed to be an amendment to this Plan, and shall not be subject to the restrictions in subsections (a) and (b), provided that the amendment to the Qualified Savings Plan applies to a broad cross-section of participants in the Qualified Savings Plan, and not only or primarily to Participants in this Plan.
 
8.02                         Delegation of Amendment Authority .  The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to amend the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board to make a further delegation of the authority to amend the Plan.
 
8.03                         Termination .  The Board or its designee shall have the right to terminate this Plan at any time before a Change in Control by written resolution.  No termination of the Plan shall reduce a Participant’s Account immediately before the effective date of the termination.
 
8.04                         Distributions Upon Plan Termination .  Upon the termination of the Plan by the Board with respect to all Participants, and termination of all arrangements spon-
 
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sored by any Textron Company that would be aggregated with the Plan under IRC Section 409A, Textron shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participant’s vested Account in a lump sum, to the extent permitted under IRC Section 409A.  All payments that may be made pursuant to this Section 8.04 shall be made no earlier than the thirteenth month and no later than the twenty-fourth month after the termination of the Plan.  Textron may not accelerate payments pursuant to this Section 8.04 if the termination of the Plan is proximate to a downturn in Textron’s financial health.  If Textron exercises its discretion to accelerate payments under this Section 8.04, it shall not adopt any new arrangement that would have been aggregated with the Plan under IRC Section 409A within three years following the date of the Plan’s termination.
 
Article IX — Miscellaneous
 
9.01                         Use of Masculine or Feminine Pronouns .  Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural.
 
9.02                         Transferability of Plan Benefits .
 
(a)                                  Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participant’s benefit under the Plan, provided that (1) the domestic relations order would be a “qualified domestic relations order” within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participant’s earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum.
 
(b)                                  Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  A Participant may, with the written approval of Textron, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount
 
15 

 
to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved.  Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or Beneficiary.
 
9.03                         Section 409A Compliance .  The Plan is intended to comply with IRC Section 409A and should be interpreted accordingly.  Any distribution election that would not comply with IRC Section 409A is not effective.  To the extent that a provision of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect.  Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any Participant or with respect to any payment, however.  In no event shall any Textron Company; any director, officer, or employee of a Textron Company (other than the Participant); or any member of Textron be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Plan’s failure to satisfy the requirements of IRC Section 409A, or as a result of the Plan’s failure to satisfy any other requirements of applicable tax laws.
 
9.04                         Controlling State Law .  This Plan shall be construed in accordance with the laws of the State of Delaware.
 
9.05                         No Right to Employment .  Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant of continued employment at any Textron Company.
 
9.06                         Additional Conditions Imposed .  Textron, the Chief Executive Officer, and the Chief Human Resources Officer may impose such other lawful terms and conditions on participation in this Plan as deemed desirable.
 
IN WITNESS WHEREOF, Textron Inc. has caused this amended and restated Plan to be executed by its duly authorized officer, to be effective as of October 5, 2015, except where otherwise provided in the Plan.

 	 	TEXTRON INC.	
 	 	 	
 	By:	/s/ Cheryl Johnson	
 	 	Cheryl Johnson	
 	 	Executive Vice President
Human Resources	
 	 	 	
 	Date:	October 5, 2015	
 
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TEXTRON SPILLOVER SAVINGS PLAN

 
APPENDIX A

 
DEFINED CONTRIBUTION PROVISIONS
OF THE
SUPPLEMENTAL BENEFITS PLAN FOR
TEXTRON KEY EXECUTIVES
 
(As in effect before January 1, 2008)

 	 	 	

 
TEXTRON SPILLOVER SAVINGS PLAN
APPENDIX A — KEY EXECUTIVE PLAN
 
TABLE OF CONTENTS

Introduction	1	
 	 	
Article I—Definitions	3	
 	 	
Article II—Participation	3	
 	 	
Article III—Supplemental Savings Benefits	4	
 	 	
Article IV—Supplemental Included Plan Benefits	5	
 	 	
Article V—Unfunded Plan	5	
 	 	
Article VI—Plan Administration	6	
 	 	
Article VII—Miscellaneous	8	
 
Market Square Profit Sharing Plan Schedule
 
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TEXTRON SPILLOVER SAVINGS PLAN
APPENDIX A — KEY EXECUTIVE PLAN
 
Introduction
 
A.                                     Key Executive Plan
(As in Effect Before January 1, 2007)
 
Before 2007, the Supplemental Benefits Plan for Textron Key Executives (the “Key Executive Plan”) was a separate unfunded, nonqualified deferred compensation arrangement for designated key executives of Textron and its affiliates.  The Key Executive Plan supplemented key executives’ benefits under Textron’s tax-qualified defined benefit plans and tax-qualified defined contribution plans by providing benefits that exceeded the statutory limits under the Internal Revenue Code (“IRC”).  The Key Executive Plan also provided supplemental pension benefits based on certain elements of key executives’ compensation that were not included in pensionable compensation under the tax-qualified defined benefit plans.
 
B.                                     Supplemental Savings Plan for Textron Key Executives
(Effective January 1, 2007)
 
Effective January 1, 2007, the defined benefit portion of the Key Executive Plan was separated from the defined contribution portion of the Key Executive Plan.  The defined benefit portion of the Key Executive Plan continued as part of the Textron Spillover Pension Plan, and the defined contribution portion of the Key Executive Plan continued as a separate plan, the Supplemental Savings Plan for Textron Key Executives.
 
C.                                     Textron Spillover Savings Plan
(Effective January 1, 2008)
 
Effective January 1, 2008, the Supplemental Savings Plan for Textron Key Executives and the Textron Supplemental Savings Plan for Executives were merged to form the Textron Spillover Savings Plan.
 
D.                                     Key Executive Protected Benefits
(Earned and Vested Before 2005)
 
The portion of Appendix A that follows this Introduction sets forth the defined contribution provisions of the Key Executive Plan as in effect on October 3, 2004, when IRC Section 409A was enacted as part of the American Jobs Creation Act of 2004, with certain modifications imposing additional restrictions on distributions and changing provisions for measuring investment returns.  Key Executives’ supplemental savings benefits that were earned and vested (within the meaning of Section 409A) before January 1, 2005, and any subsequent increase that is permitted to be included in such amounts under Section 409A (“Key Executive Protected Benefits”), are calculat-
 
1 

 
ed and paid solely as provided in Appendix A, and are not subject to any other provisions of the Textron Spillover Savings Plan related to time or form of payment.
 
The Key Executive Protected Benefits are not intended to be subject to IRC Section 409A.  No amendment to this Appendix A that would constitute a “material modification” for purposes of Section 409A shall be effective unless the amending instrument states that it is intended to materially modify Appendix A and to cause the Key Executive Protected Benefits to become subject to Section 409A.  Although the Key Executive Protected Benefits are not intended to be subject to Section 409A, no Textron Company (nor any director, officer, or other representative of a Textron Company) shall be liable for any adverse tax consequence suffered by a Participant or beneficiary if a Key Executive Protected Benefit becomes subject to Section 409A.
 
E.                                     Benefits Subject To Section 409A
(Earned or Vested From 2005 Through 2007)
 
Supplemental savings benefits earned by Key Executives after 2004, and supplemental savings benefits that became vested after 2004, are subject to the provisions of IRC Section 409A.  To the extent that these benefits were earned under the Key Executive Plan before January 1, 2008, the benefits shall be calculated under the provisions of the Key Executive Plan set forth in this Appendix A.  However, any benefits earned or vested under the Key Executive Plan after 2004 shall be paid exclusively as provided in the Textron Spillover Savings Plan (not including any appendix to the Textron Spillover Savings Plan), and shall not be subject to any provision of Appendix A that relates to the payment or distribution of benefits.  Although the provisions of the Textron Spillover Savings Plan generally are effective as of January 1, 2008, the provisions that govern the distribution of benefits earned or vested after 2004 under the Key Executive Plan are effective as of January 1, 2005.
 
Section 6.03(c) of Appendix A requires a Participant to make an election if the Participant wishes to request one of the distribution options in Section 6.03.  Section 1.08 of the Market Square Profit Sharing Plan Schedule requires a Participant to make an election if the Participant wishes to request one of the distribution options in Section 1.08.  These election provisions are effective as of July 25, 2007, the date on which the Plan was adopted by the Board.
 
Key Executive Plan
 
The text that follows sets forth the defined contribution provisions of the Key Executive Plan as in effect on October 3, 2004, and as modified thereafter in certain respects that do not constitute “material modifications” for purposes of IRC Section 409A.  The defined terms in Appendix A relate only to the provisions set forth in Appendix A: they do not apply to any other provisions of the Textron Spillover Savings Plan, and terms defined elsewhere in the Textron Spillover Savings Plan do not apply to Appendix A.  No additional benefits shall accrue or be deferred under Appendix A after December 31, 2007.
 
2 

 
Article I—Definitions
 
In this Appendix, the following terms shall have the meanings set forth in this Article, unless a contrary or different meaning is expressly provided:
 
1.01                         “Board” means the Board of Directors of Textron.
 
1.02                         “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
1.03                         “Included Plan” means a Textron defined contribution plan specifically designated by the Board under Article IV.
 
1.04                         “Key Executive” means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by Textron’s Chief Executive Officer and Chief Human Resources Officer.
 
1.05                         “Participant” means a Key Executive who is participating in this Plan pursuant to Article II and, unless the context clearly indicates to the contrary, a former Participant who is entitled to benefits under this Plan.
 
1.06                         “Plan” means this Supplemental Savings Plan for Textron Key Executives, as amended and restated from time to time.
 
1.07                         “Savings Plan” means the Textron Savings Plan, as amended and restated from time to time.
 
1.08                         “Statutory Limit” means any limit on benefits under, or annual additions to, qualified plans imposed by Section 401(a)(17) or 415 of the Internal Revenue Codes of 1954 or 1986, as amended from time to time.
 
1.09                         “Supplemental Shares” means phantom shares of Textron common stock accumulated and accounted for under this Plan for the purpose of determining the cash value of distributions and transfers from a Participant’s supplemental savings account.
 
1.10                         “Textron” means Textron Inc., a Delaware corporation, and any successor of Textron Inc.
 
1.11                         “Textron Company” means Textron or any company controlled by or under common control with Textron.
 
Article II—Participation
 
2.01                         A Key Executive shall participate in this Plan if the annual additions to her accounts under the Savings Plan or any Included Plan are limited by one or more Statutory Limits.
 
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Article III—Supplemental Savings Benefits
 
3.01                         Textron shall maintain a supplemental savings account and a fixed income account for each Participant who participates in the Savings Plan for making credits, payments, and transfers described in this Article.
 
3.02                         A Participant who contributes at least 10% of eligible compensation to the Textron Savings Plan each month shall receive a supplemental savings credit.  Textron shall, as of the end of each calendar month, credit Supplemental Shares to each supplemental savings account, equal to the lost employer contribution for the month divided by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal for the month.  The lost employer contribution for the month shall be equal to the Participant’s Savings Plan eligible compensation for the month times the Participant’s Savings Plan election percentage (not to exceed 10%) times 50%, less the employer contribution made to the Participant’s Savings Plan Account for the month.
 
3.03                         In each calendar quarter, Textron shall credit Supplemental Shares to a Participant’s supplemental savings account equal in number to the number of shares of Textron common stock that would have been allocated on account of dividends to the Participant’s supplemental savings account as of that date, based on the following price:
 
(i)             For credits before October 1, 2013, the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal , for the month in which the date of record occurs; and
 
(ii)            For credits after September 30, 2013, the closing price of Textron common stock on the date the credit is posted to the Participant’s supplemental savings account, as reflected in the Plan’s recordkeeping system.
 
3.04                         Amounts in the fixed income account shall earn interest at a monthly interest rate that is one twelfth of the average for the calendar month of the Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by Textron.  Interest shall be credited on the last day of each calendar month on the average daily balance of the fixed income account during the month.
 
3.05                         A Participant who has terminated her Textron employment may transfer amounts in her supplemental savings account to her fixed income account in accordance with the following rules:
 
(i)             Before October 1, 2013, a Participant may, once each calendar month, request to transfer, in 5% increments (with a minimum transfer of 10% of the supplemental savings account), effective the first calendar day of the month following the minimum notice of three business days, any amount in her supplemental savings account to her fixed income account.  The cash value transferred will be determined
 
4 

 
by multiplying (A) the value of Textron common stock as of the transfer date, times (B) the number of whole and fractional Supplemental Shares in her supplemental savings account as of the end of the month in which the election is made, times (C) the percentage being transferred.  The value of a share of Textron common stock at the transfer date shall be the average of the composite closing prices, as reported in The Wall Street Journal , for the first ten trading days of the effective month.
 
(ii)                                   After September 30, 2013, a Participant may, once each trading day, request to transfer in 1% increments any amount in her supplemental savings account to her fixed income account.  Such transfer shall take effect as soon as practicable after the request is received and processed.  For purposes of the transfer, the value of a share of Textron common stock shall be the closing price for the first trading day that ends after the request is received and processed, as reflected in the Plan’s recordkeeping system.
 
If any portion of a Participant’s accounts under the Savings Plan shall be forfeited, a proportionate part of the Participant’s Supplemental Shares also shall be forfeited.
 
3.06                         The number of Supplemental Shares credited to a Participant’s account under this Article III shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the Supplemental Shares were actual shares of Textron common stock.
 
Article IV—Supplemental Included Plan Benefits
 
4.01                         The Board may cause this Plan to provide supplemental benefits on account of an Included Plan by adopting a Schedule to this Plan.  The Schedule shall specify any special terms or conditions upon which the supplemental benefits shall be provided.  Except as specifically provided in a Schedule, all of the terms and conditions of this Plan shall apply to the Included Plan.
 
Article V—Unfunded Plan
 
5.01                         Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations.  If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and neither the Participants whose lives are insured nor their beneficiaries shall have any ownership rights in such policies of insurance.
 
5.02                         This Plan is intended in part to provide benefits for a select group of management employees who are highly compensated, within the meaning of Sections 201(2), 301(a)(3),
 
5 

 
and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and in part to be an excess benefit plan, pursuant to Section 3(36) of ERISA.
 
5.03                         No Participant shall be required or permitted to make contributions to this Plan.
 
Article VI—Plan Administration
 
6.01                         Textron shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation. Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 6.06, any action by Textron shall be final, conclusive, and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan, and shall make all such determinations and interpretations in a nondiscriminatory manner.  The Board may exercise Textron’s authority as plan administrator, and the authority to administer the Plan may be delegated as provided in Section 6.02.
 
6.02                         The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to administer the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board or officers of Textron to make a further delegation of the authority to administer the Plan.
 
6.03                         (a)                                  Except as provided in the following sentence, and in subsections (b), (c), and (d), below, the distribution of any account under Article III or Article IV shall be made at the same time, in the same manner, to the same persons and in the same proportions, as is made the payment or distribution under the related Savings Plan or Included Plan, or otherwise as determined by Textron in its sole discretion. However, if a Participant’s supplemental savings account contains 50 or fewer Supplemental Shares at termination, such Participant’s supplemental savings account shall be paid in a single sum.  Textron may withhold from benefits and accounts under this Plan, any taxes or other amounts required by law to be withheld. Notwithstanding any provision to the contrary, no benefit shall be paid to any Participant while employed by Textron.
 
(b)                                  Each amount then credited to the accounts under Article III and Article IV shall become due and payable to the respective Participants and beneficiaries immediately upon a Change in Control as defined in Section 7.03.
 
(c)                                   Effective for payments commencing on or after January 1, 2008, Textron has exercised its discretion pursuant to subsection (a) to determine that all distributions shall be made or shall commence at the time of a Participant’s termination of employment (or in
 
6 

 
January 2009, if the Participant’s employment terminated before December 31, 2007) in one of the following forms of payment:
 
(i)                                      A cash lump sum.
 
(ii)                                   Annual installments in cash over a period not exceeding 15 years (or the Participant’s life expectancy, if less), calculated each year by dividing the Participant’s unpaid account balance as of January 1 of that year by the remaining number of unpaid installments.  If a Participant dies while receiving installment payments, the remaining installments will be paid in a lump sum to the Participant’s designated beneficiary.
 
A Participant who wishes to request a form of payment must file an election in a form acceptable to Textron, before the election deadline described below, to indicate her preferred form of payment; but all Participant elections shall be subject to Textron’s discretion to change the elected form of payment.   If a Participant’s supplemental savings account contains 50 or fewer Supplemental Shares at termination, the Participant’s supplemental savings account shall be paid in a cash lump sum at the Participant’s termination of employment.  If a Participant who is still employed by a Textron Company fails to request a form of payment before the end of 2008, such Participant’s account shall be paid in a lump sum in cash six months after the Participant’s termination of employment.  If a Participant’s employment with all Textron Companies has terminated before December 31, 2007, and if the Participant fails to request a form of payment before the end of 2008, such Participant’s account shall be paid in a lump sum in cash in January 2009.
 
(d)                                  Effective January 1, 2008, any payment to a beneficiary shall be made in a lump sum in the month following the Participant’s death (or in January 2008, if later).  If a beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum in January 2008.
 
6.04                         Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron shall be entitled to rely upon all certifications made by an accountant selected by Textron.  Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert.  All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan.
 
6.05                         Textron may require proof of death or total disability of any Participant, former Participant or beneficiary and evidence of the right of any person to receive any Plan benefit.
 
7 

 
6.06                         Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 7.06 of the Textron Spillover Savings Plan.
 
Article VII—Miscellaneous
 
7.01                         Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural.
 
7.02                         (a)                                  Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participant’s benefit under the Plan, provided that (1) the domestic relations order would be a “qualified domestic relations order” within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participant’s earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum.
 
(b)                                    Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  A Participant may, with the written approval of Textron, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved.  Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or beneficiary.
 
7.03                         Notwithstanding any Plan provision to the contrary, the Board or its designee shall have the right to amend, modify, suspend or terminate this Plan at any time by written ratification of such action; provided, however, that no amendment, modification, suspension or termination:
 
(1)                                  shall reduce an amount credited to any supplemental account under Article III or Article IV of this Plan immediately before the effective date of the amendment, modification, suspension or termination; or
 
8 

 
(2)                                  shall be made to Section 6.03 or 7.03 following a Change in Control.
 
If after a Change in Control any claim is made or any litigation is brought by a Participant or beneficiary to enforce or interpret any provision contained in this Plan, Textron and the “person” or “group” described in the next following sentence shall be liable, jointly and severally, to indemnify the Participant or beneficiary and to pay prejudgment interest on any recovery as provided in Section 7.07 of the Textron Spillover Savings Plan.
 
For purposes of this Plan, a “Change in Control” shall occur if (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”)) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially the same proportions as their ownership of Textron common stock, is or becomes (other than by acquisition from Textron or a related company) the “beneficial owner” (as defined in Rule 13d-3 under the Act) of more than 30% of the then outstanding voting stock of Textron, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by Textron’s stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof, or (iii) stockholders of Textron approve a merger or consolidation of Textron with any other corporation, other than a merger or consolidation which would result in the voting securities of Textron outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of Textron approve a plan of complete liquidation of Textron or an agreement for the sale or disposition by Textron of all or substantially all of Textron’s assets.
 
7.04                         The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to amend the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board to make a further delegation of the authority to amend the Plan.
 
7.05                         This Plan shall be construed in accordance with the laws of the State of Delaware.
 
9 

 
7.06                         Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant to be continued in employment as a Key Executive or other employee of any Textron Company.
 
7.07                         Textron, the Chief Executive Officer, and the Chief Human Resources Officer may impose such other lawful terms and conditions on participation in this Plan as deemed desirable.
 
10 

 	 	 	

TEXTRON SPILLOVER SAVINGS PLAN

 
APPENDIX A

 
MARKET SQUARE PROFIT SHARING PLAN SCHEDULE
 
(As in effect before January 1, 2008)

 	 	 	

 
TEXTRON SPILLOVER SAVINGS PLAN
APPENDIX A — KEY EXECUTIVE PLAN
MARKET SQUARE PROFIT SHARING PLAN SCHEDULE
 
This Schedule to the Supplemental Benefits Plan for Textron Key Executives (the “Key Executive Plan”) was restated effective January 1, 2000, pursuant to Article IV of the Key Executive Plan.  The Schedule is included herein as part of Appendix A to the Textron Spillover Savings Plan.  Except as otherwise expressly provided, Appendix A sets forth the defined contribution provisions of the Key Executive Plan as in effect on October 3, 2004.
 
1.01                         “Market Square Plan” means The Market Square Profit Sharing Plan, as amended and restated from time to time.
 
1.02                         Textron shall maintain a stock unit account and a fixed income account for each participant for making credits, payments, and transfers described in this Schedule.
 
1.03                         Textron shall, in each calendar quarter, credit Supplemental Shares to a Participant’s stock unit account equal in number to the number of shares of Textron common stock that would have been allocated on account of dividends to the Participant’s stock unit account as of that date, based on the following price:
 
(i)                                      For credits before October 1, 2013, the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal , for the month in which the date of record occurs; and
 
(ii)                                   For credits after September 30, 2013, the closing price of Textron common stock on the date the credit is posted to the Participant’s stock unit account, as reflected in the Plan’s recordkeeping system.
 
1.04                         Amounts in the fixed income account shall earn interest at a monthly interest rate that is the average for the calendar month of the Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by Textron.  Interest shall be credited on the last day of each calendar month on the average daily balance of the fixed income account during the month.
 
1.05                         A Participant who has terminated her Textron employment may transfer amounts in her stock unit account to her general fund account in accordance with the following rules:
 
(i)                                      Before October 1, 2013, a Participant may, once each calendar month, request to transfer, in 5% increments (with a minimum transfer of 10% of the stock unit account), effective the first calendar day of the month following the minimum notice of three business days, any amount in her stock unit account to her general fund account.  The cash value transferred will be determined by multiplying (A) the value of Textron common stock as of the transfer date, times (B) the number of whole and fractional Supplemental Shares in her stock unit account as of the end of the month in which the election is made, times (C) the percentage being trans-
 
1 

 
ferred. The value of a share of Textron common stock as of the transfer date shall be the average of the composite closing prices, as reported in The Wall Street Journal , for the first ten trading days of the effective month.
 
(ii)                                   After September 30, 2013, a Participant may, once each trading day, request to transfer in 1% increments any amount in her stock unit account to her fixed income account.  Such transfer shall take effect as soon as practicable after the request is received and processed.  For purposes of the transfer, the value of a share of Textron common stock shall be determined based on the closing price for the first trading day that ends after the request is received and processed, as reflected in the Plan’s recordkeeping system.
 
1.06                         The number of Supplemental Shares credited to a Participant’s account under this schedule shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the Supplemental Shares were actually shares of Textron common stock.
 
1.07                         Subject to Section 1.08, below, benefits shall become payable upon the Participant’s termination of Textron employment or such other time as determined by Textron in its sole discretion.  Textron shall distribute the benefits in accordance with any one or a combination of the following methods after considering any method of payment requested by the Participant or by the beneficiaries entitled to receive the benefits:
 
(1)                                  Payment in a single sum.
 
(2)                                  Payment in a number of annual installments, each payable as soon as practicable after the end of each successive calendar year, over a period not exceeding the life expectancy of the payee or his primary beneficiary (whichever is greater) determined as of the date on which the benefits first became payable.  The annual installments shall be calculated each year by dividing the unpaid amount of the benefits as of January 1 of that year by the remaining number of unpaid installments.  Plan benefits payable under Section 1.07 shall begin to be paid not later than April 1 of the calendar year that begins after the date the Participant attains or would have attained age 70½.
 
1.08                         Effective for payments commencing on or after January 1, 2008, Textron has exercised its discretion pursuant to Section 1.07 to determine that all distributions shall be made or shall commence at the time of a Participant’s termination of employment (or in January 2009, if later) in one of the following forms of payment:
 
(i)                                      A cash lump sum.
 
(ii)                                   Annual installments in cash over a period not exceeding 15 years (or the Participant’s life expectancy, if less), calculated each year by dividing the Participant’s unpaid account balance as of January 1 of that year by the remaining number of unpaid installments.  If a Participant dies while receiving installment payments, the remaining installments will be paid in a lump sum to the Participant’s designated beneficiary.
 
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A Participant who wishes to request a form of payment must file an election in a form acceptable to Textron, before the election deadline described below, to indicate her preferred form of payment; but all Participant elections shall be subject to Textron’s discretion to change the elected form of payment.  If a Participant who is still employed by a Textron Company fails to request a form of payment before the end of 2008, such Participant’s account shall be paid in a lump sum in cash six months after the Participant’s termination of employment.  If a Participant’s employment with all Textron Companies has terminated before December 31, 2008, and if the Participant fails to request a form of payment before the end of 2008, such Participant’s account shall be paid in a lump sum in cash in January 2009.
 
Effective January 1, 2008, any payment to a beneficiary shall be made in a lump sum in the month following the Participant’s death (or in January 2008, if later).  If a beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum in January 2008.
 
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TEXTRON SPILLOVER SAVINGS PLAN

 
APPENDIX B

 
DEFINED CONTRIBUTION PROVISIONS
OF THE
TEXTRON SUPPLEMENTAL BENEFITS PLAN
FOR EXECUTIVES
 
(As in effect before January 1, 2008)

 	 	 	

 
TEXTRON SPILLOVER SAVINGS PLAN
APPENDIX B — EXECUTIVE PLAN
 
TABLE OF CONTENTS

Introduction	1	
 	 	
Article I—Definitions	3	
 	 	
Article II—Participation	4	
 	 	
Article III—Supplemental Savings Benefits	4	
 	 	
Article IV—Supplemental Included Plan Benefits	4	
 	 	
Article V—Unfunded Plan	4	
 	 	
Article VI—Plan Administration	5	
 	 	
Article VII—Miscellaneous	6	
 
Market Square Profit Sharing Plan Schedule
 
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TEXTRON SPILLOVER SAVINGS PLAN
APPENDIX B — EXECUTIVE PLAN
 
Introduction
 
A.                                     Executive Plan
(As in Effect Before January 1, 2007)
 
Before 2007, the Textron Supplemental Benefits Plan for Executives (the “Executive Plan”) was a separate unfunded, nonqualified deferred compensation arrangement for designated executives of Textron and its affiliates.  The Executive Plan supplemented executives’ benefits under Textron’s tax-qualified defined benefit plans and tax-qualified defined contribution plans by providing benefits that exceeded the statutory limits under the Internal Revenue Code (“IRC”).  The Executive Plan also provided supplemental pension benefits based on certain elements of executives’ compensation that were not included in pensionable compensation under the tax-qualified defined benefit plans.
 
B.                                     Supplemental Savings Plan for Textron Executives
(Effective January 1, 2007)
 
Effective January 1, 2007, the defined benefit portion of the Executive Plan was separated from the defined contribution portion of the Executive Plan.  The defined benefit portion of the Executive Plan continued as part of the Textron Spillover Pension Plan, and the defined contribution portion of the Executive Plan continued as a separate plan, the Textron Supplemental Savings Plan for Executives.
 
C.                                     Textron Spillover Savings Plan
(Effective January 1, 2008)
 
Effective January 1, 2008, the Supplemental Savings Plan for Textron Key Executives and the Textron Supplemental Savings Plan for Executives were merged to form the Textron Spillover Savings Plan.
 
D.                                     Executive Protected Benefits
(Earned and Vested Before 2005)
 
The portion of Appendix B that follows this Introduction sets forth the defined contribution provisions of the Executive Plan as in effect on October 3, 2004, when IRC Section 409A was enacted as part of the American Jobs Creation Act of 2004, with certain modifications imposing additional restrictions on distributions and changing provisions for measuring investment returns.  As provided in Section 3.01 of this Appendix B, supplemental savings benefits under the Executive Plan (other than the Market Square Profit Sharing Plan Schedule) generally were paid out no
 
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later than March 15 following the year in which the benefits were credited to a Participant’s account.  In a few cases, however, supplemental savings benefits that were earned and vested under the Executive Plan (other than the Market Square Profit Sharing Plan Schedule) before January 1, 2005, remained unpaid as of the date on which the Textron Spillover Savings Plan was established.  These benefits were paid to Participants in a cash lump sum in January of 2008.
 
Supplemental profit sharing benefits accumulated under the Market Square Profit Sharing Plan Schedule were earned and vested (within the meaning of Section 409A) before January 1, 2005.  These vested benefits, and any subsequent increase that is permitted to be included in such amounts under Section 409A (“Executive Protected Benefits”), are calculated and paid solely as provided in the Market Square Profit Sharing Plan Schedule of this Appendix B, and are not subject to any other provisions of the Textron Spillover Savings Plan related to time or form of payment.  No further supplemental profit sharing benefits have been credited under the Market Square Profit Sharing Plan Schedule since 1999.
 
The Executive Protected Benefits are not intended to be subject to IRC Section 409A.  No amendment to this Appendix B that would constitute a “material modification” for purposes of Section 409A shall be effective unless the amending instrument states that it is intended to materially modify Appendix B and to cause the Executive Protected Benefits to become subject to Section 409A.  Although the Executive Protected Benefits are not intended to be subject to Section 409A, no Textron Company (nor any director, officer, or other representative of a Textron Company) shall be liable for any adverse tax consequence suffered by a Participant or beneficiary if an Executive Protected Benefit becomes subject to Section 409A.
 
E.                                     Benefits Subject To Section 409A
(Earned From 2005 Through 2007)
 
All supplemental savings benefits credited to Participants before 2005 were fully vested before 2005.  Supplemental savings benefits earned by Participants after 2004 are potentially subject to the provisions of IRC Section 409A.  Under the terms of the Executive Plan, as reflected in this Appendix B, however, all supplemental savings benefits credited to a Participant’s account since 2001 have been paid to the Participant in a lump sum in cash no later than March 15 following the year for which they were credited.  Accordingly, amounts credited after 2004 have qualified as “short-term deferrals” that are exempt from IRC Section 409A.  Any supplemental savings benefits that were credited under the Executive Plan for the period between January 1, 2007, and December 31, 2007, were paid to Participants in a lump sum, in cash, no later than March 15, 2008.
 
Section 1.08 of the Market Square Profit Sharing Plan Schedule requires a Participant to make an election if the Participant wishes to request one of the distribution options in Section 1.08.  This election provision is effective as of July 25, 2007, the date on which the Plan was adopted by the Board.
 
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Executive Plan
 
The text that follows sets forth the defined contribution provisions of the Executive Plan as in effect on October 3, 2004, and as modified thereafter in certain respects that do not constitute “material modifications” for purposes of IRC Section 409A.  The defined terms in Appendix B relate only to the provisions set forth in Appendix B: they do not apply to any other provisions of the Textron Spillover Savings Plan, and terms defined elsewhere in the Textron Spillover Savings Plan do not apply to Appendix B.  No additional benefits shall accrue or be deferred under Appendix B after December 31, 2007.
 
Article I—Definitions
 
In this Appendix, the following terms shall have the meanings set forth in this Article, unless a contrary or different meaning is expressly provided:
 
1.01                         “Board” means the Board of Directors of Textron.
 
1.02                         “Compensation” means eligible compensation as defined by the Participant’s Savings Plan, without regard to Statutory Limits.  Compensation does not include any award under the Textron Quality Management Plan or the Supplemental Bonus Plan for Textron Financial Corporation Executives.
 
1.03                         “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
 
1.04                         “Included Plan” means a Textron defined contribution plan specifically designated by the Board under Article IV.
 
1.05                         “Participant” means an executive who is participating in this Plan pursuant to Article II and, unless the context clearly indicates to the contrary, a former Participant who is entitled to benefits under this Plan.
 
1.06                         “Plan” means this Textron Savings Plan for Executives, as amended and restated from time to time.
 
1.07                         “Savings Plan” means the Textron Savings Plan, as amended and restated from time to time.
 
1.08                         “Statutory Limit” means any limit on benefits under, or annual additions to, qualified plans imposed by Sections 401(a)(17) or 415 of the Internal Revenue Codes of 1954 or 1986, as amended from time to time.
 
1.09                         “Supplemental Shares” means phantom shares of Textron common stock accumulated and accounted for under this Plan for the purpose of determining the cash value of distributions and transfers from a Participant’s supplemental savings account.
 
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1.10                         “Textron” means Textron Inc., a Delaware corporation, and any successor of Textron Inc.
 
1.11                         “Textron Company” means Textron or any company controlled by or under common control with Textron.
 
Article II—Participation
 
2.01                         An executive shall become eligible to participate in the Plan as of a date specified by Textron.  No executive shall become eligible to participate in the Plan after December 31, 2007.
 
2.02                         A Participant shall cease to be eligible to participate in the Plan on the date on which he becomes eligible to participate in the Supplemental Savings Plan for Textron Key Executives, or on such earlier date as may be determined by Textron.
 
Article III—Supplemental Savings Benefits
 
3.01                         All Participants who contribute 10% of eligible compensation to the Textron Savings Plan shall receive a Supplemental Savings Makeup.  The Supplemental Savings Makeup shall be equal to the Participant’s eligible compensation for the calendar year times 10% times 50% (the hypothetical company match) less the actual employer contribution made to the Participant’s Textron Savings Plan Account for the calendar year.  The Supplemental Savings Makeup shall be paid to the Participant in cash no later than March 15 following the calendar year for which the makeup is paid.
 
3.02                         Any Participant who has either a Supplemental Savings Account or a Fixed Income Account shall be paid the value of the account in 2002.  Supplemental shares in the Savings Account shall be valued based on the average of the composite closing prices of Textron Common Stock as reported in The Wall Street Journal .
 
Article IV—Supplemental Included Plan Benefits
 
4.01                         The Board may cause this Plan to provide supplemental benefits on account of an Included Plan by adopting a Schedule to this Plan. The Schedule shall specify any special terms or conditions upon which the supplemental benefits shall be provided. Except as specifically provided in a Schedule, all of the terms and conditions of this Plan shall apply to the Included Plan.
 
Article V—Unfunded Plan
 
5.01                         Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies
 
4 

 
of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and neither the Participants whose lives are insured nor their beneficiaries shall have any ownership rights in such policies of insurance.
 
5.02                         This Plan is intended in part to provide benefits for a select group of management employees who are highly compensated, within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and in part to be an excess benefit plan, pursuant to Section 3(36) of ERISA.
 
5.03                         No Participant shall be required or permitted to make contributions to this Plan.
 
Article VI—Plan Administration
 
6.01                         Textron shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation. Textron shall have all such powers as may be necessary to carry out the provisions hereof. Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 6.06, any action by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan, and shall make all such determinations and interpretations in a nondiscriminatory manner.  The Board may exercise Textron’s authority as plan administrator, and the authority to administer the plan may be delegated as provided in Section 6.02.
 
6.02                         The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to administer the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board or officers of Textron to make a further delegation of the authority to administer the Plan.
 
6.03                         All amounts credited to a Participant’s or beneficiary’s Supplemental Savings Account or a Fixed Income Account and not previously distributed shall be paid the Participant or Beneficiary in a lump sum in cash no later than March 15, 2008.
 
6.04                         Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron shall be entitled to rely upon all certifications made by an accountant selected by Textron. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary,
 
5 

 
counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan.
 
6.05                         Textron may require proof of death or total disability of any Participant, former Participant or beneficiary and evidence of the right of any person to receive any Plan benefit.
 
6.06                         Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 7.06 of the Textron Spillover Savings Plan.
 
Article VII—Miscellaneous
 
7.01                         Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural.
 
7.02                         (a)                                                                                  Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participant’s benefit under the Plan, provided that (1) the domestic relations order would be a “qualified domestic relations order” within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participant’s earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum.
 
(b)                                    Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  A Participant may, with the written approval of Textron, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved.  Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or beneficiary.
 
7.03                         Notwithstanding any Plan provision to the contrary, the Board or its designee shall have the right to amend, modify, suspend or terminate this Plan at any time by written ratifica-
 
6 

 
tion of such action; provided, however, that no amendment, modification, suspension or termination:
 
(1)                                  shall reduce an amount credited to any supplemental account under Article III or Article IV of this Plan immediately before the effective date of the amendment, modification, suspension or termination; or
 
(2)                                  shall be made to Section 6.03 or 7.03 following a Change in Control.
 
If after a Change in Control any claim is made or any litigation is brought by a Participant or beneficiary to enforce or interpret any provision contained in this Plan, Textron and the “person” or “group” described in the next following sentence shall be liable, jointly and severally, to indemnify the Participant or beneficiary and to pay prejudgment interest on any recovery as provided in Section 7.07 of the Textron Spillover Savings Plan.
 
For purposes of this Plan, a “Change in Control” shall occur if (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”)) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially the same proportions as their ownership of Textron common stock, is or becomes (other than by acquisition from Textron or a related company) the “beneficial owner” (as defined in Rule 13d-3 under the Act) of more than 30% of the then outstanding voting stock of Textron, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by Textron’s stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof, or (iii) stockholders of Textron approve a merger or consolidation of Textron with any other corporation, other than a merger or consolidation which would result in the voting securities of Textron outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of Textron approve a plan of complete liquidation of Textron or an agreement for the sale or disposition by Textron of all or substantially all of Textron’s assets.
 
7.04                         The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to amend the Plan to a committee of the Board or to one or more officers of the Textron.  The Board may, to the extent permitted by law, authorize a committee of the Board to make a further delegation of the authority to amend the Plan.
 
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7.05                         This Plan shall be construed in accordance with the laws of the State of Delaware.
 
7.06                         Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant to be continued in employment as an executive or other employee of any Textron Company.
 
7.07                         Textron, the Chief Executive Officer, and the Chief Human Resources Officer may impose such other lawful terms and conditions on participation in this Plan as deemed desirable.
 
8 

 	 	 	

TEXTRON SPILLOVER SAVINGS PLAN

 
APPENDIX B

 
MARKET SQUARE PROFIT SHARING PLAN SCHEDULE
 
(As in effect before January 1, 2008)

 	 	 	

 
TEXTRON SPILLOVER SAVINGS PLAN
APPENDIX B — EXECUTIVE PLAN
MARKET SQUARE PROFIT SHARING PLAN SCHEDULE
 
This Schedule to the Textron Supplemental Benefits Plan for Executives (the “Executive Plan”) was restated effective January 1, 2000, pursuant to Article IV of the Executive Plan.  The Schedule is included herein as part of Appendix B to the Textron Spillover Savings Plan.  Except as otherwise expressly provided, Appendix B sets forth the defined contribution provisions of the Executive Plan as in effect on October 3, 2004.
 
1.01                         “Market Square Plan” means The Market Square Profit Sharing Plan, as amended and restated from time to time.
 
1.02                         Textron shall maintain a stock unit account and a fixed income account for each participant for making credits, payments, and transfers described in this Schedule.
 
1.03                         Textron shall, in each calendar quarter, credit Supplemental Shares to a Participant’s stock unit account equal in number to the number of shares of Textron common stock that would have been allocated on account of dividends to the Participant’s stock unit account as of that date, based on the following price:
 
(i)                                      For credits before October 1, 2013, the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal , for the month in which the date of record occurs; and
 
(ii)                                   For credits after September 30, 2013, the closing price of Textron common stock on the date the credit is posted to the Participant’s stock unit account, as reflected in the Plan’s recordkeeping system.
 
1.04                         Amounts in the fixed income account shall earn interest at a monthly interest rate that is the average for the calendar month of the Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by Textron.  Interest shall be credited on the last day of each calendar month on the average daily balance of the fixed income account during the month.
 
1.05                         A Participant who has terminated her Textron employment may transfer amounts in her stock unit account to her general fund account in accordance with the following rules:
 
(i)                                      Before October 1, 2013, a Participant may, once each calendar month, request to transfer, in 5% increments (with a minimum transfer of 10% of the stock unit account), effective the first calendar day of the month following the minimum notice of three business days, any amount in her stock unit account to her general fund account.  The cash value transferred will be determined by multiplying (A) the value of Textron common stock, times (B) the number of whole and fractional Supplemental Shares in her stock unit account as of the end of the month in which the election is made, times (C) the percentage being transferred.  The value of a
 
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share of Textron common stock at the transfer date shall be the average of the composite closing prices, as reported in The Wall Street Journal , for the first ten trading days of the effective month.
 
(ii)                                   After September 30, 2013, a Participant may, once each trading day, request to transfer in 1% increments any amount in her stock unit account to her fixed income account.  Such transfer shall take effect as soon as practicable after the request is received and processed.  For purposes of the transfer, the value of a share of Textron common stock shall be determined based on the closing price for the first trading day that ends after the request is received and processed, as reflected in the Plan’s recordkeeping system.
 
1.06                         The number of Supplemental Shares credited to a Participant’s account under this schedule shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the Supplemental Shares were actually shares of Textron common stock.
 
1.07                         Subject to Section 1.08, below, benefits shall become payable upon the Participant’s termination of Textron employment or such other time as determined by Textron in its sole discretion.  Textron shall distribute the benefits in accordance with any one or a combination of the following methods after considering any method of payment requested by the Participant or by the beneficiaries entitled to receive the benefits:
 
(1)                                  Payment in a single sum.
 
(2)                                  Payment in a number of annual installments, each payable as soon as practicable after the end of each successive calendar year, over a period not exceeding the life expectancy of the payee or his primary beneficiary (whichever is greater) determined as of the date on which the benefits first became payable.  The annual installments shall be calculated each year by dividing the unpaid amount of the benefits as of January 1 of that year by the remaining number of unpaid installments.  Plan benefits payable under Section 1.07 shall begin to be paid not later than April 1 of the calendar year that begins after the date the Participant attains or would have attained age 70½.
 
1.08                         Effective for payments commencing on or after January 1, 2008, Textron has exercised its discretion pursuant to Section 1.07 to determine that all distributions shall be made or shall commence at the time of a Participant’s termination of employment (or in January 2009, if later) in one of the following forms of payment:
 
(i)                                      A cash lump sum.
 
(ii)                                   Annual installments in cash over a period not exceeding 15 years (or the Participant’s life expectancy, if less), calculated each year by dividing the Participant’s unpaid account balance as of January 1 of that year by the remaining number of unpaid installments.  If a Participant dies while receiving installment payments, the remaining installments will be paid in a lump sum to the Participant’s designated beneficiary.
 
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A Participant who wishes to request a form of payment must file an election in a form acceptable to Textron, before the election deadline described below, to indicate her preferred form of payment; but all Participant elections shall be subject to Textron’s discretion to change the elected form of payment. If a Participant who is still employed by a Textron Company fails to request a form of payment before the end of 2008, such Participant’s account shall be paid in a lump sum in cash six months after the Participant’s termination of employment.  If a Participant’s employment with all Textron Companies has terminated before December 31, 2008, and if the Participant fails to request a form of payment before the end of 2008, such Participant’s account shall be paid in a lump sum in cash in January 2009.
 
Effective January 1, 2008, any payment to a beneficiary shall be made in a lump sum in the month following the Participant’s death (or in January 2008, if later).  If a beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum in January 2008.
 
1.09                         Amounts then credited to the Participant’s accounts under this schedule shall become due and payable to the respective Participants and beneficiaries immediately upon a Change in Control as defined in Section 7.03 of Appendix B.
 
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TEXTRON SPILLOVER SAVINGS PLAN

 
APPENDIX C

 
DAVID P. WITHERS

 	 	 	

 
TEXTRON SPILLOVER SAVINGS PLAN
APPENDIX C — DAVID P. WITHERS
 
By letter dated December 28, 2011, from J. Scott Hall to David P. Withers (the “Withers Retirement Agreement”), Textron agreed to provide a non-qualified deferred compensation benefit for Mr. Withers in the form of an Additional Retirement Account.  For purposes of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), such Additional Retirement Account is deemed to be an Account under the Plan, and is incorporated by reference herein.
 
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Exhibit 10.6

 

 	 	 	
 
DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES

 
EFFECTIVE OCTOBER 5, 2015

 	 	 	

 
DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES
 
EFFECTIVE OCTOBER 5, 2015
 
TABLE OF CONTENTS

Introduction	1	
 	 	
Article I - Definitions	2	
 	 	
1.01	“Account”	2	
1.02	“Beneficiary”	2	
1.03	“Board”	2	
1.04	“Change in Control”	2	
1.05	“Deferred Income”	4	
1.06	“Eligible Individual”	4	
1.07	“Executive Plan”	4	
1.08	“Interest”	4	
1.09	“IRC”	4	
1.10	“Key Executive Plan”	4	
1.11	“Participant”	4	
1.12	“Plan”	5	
1.13	“Post-2013 Election”	5	
1.14	“Post-2013 Sub-account”	5	
1.15	“Pre-2013 Election”	5	
1.16	“Pre-2013 Sub-account”	5	
1.17	“Schedule A Participant”	5	
1.18	“Schedule B Participant”	5	
1.19	“Separation From Service”	5	
1.20	“Textron”	5	
1.21	“Textron Company”	5	
1.22	“Total Disability”	5	
1.23	“Unforeseeable Emergency”	6	
 	 	 	
Article II - Enrollment and Deferrals	6	
 	 	
2.01	Initial Enrollment	6	
2.02	Deferral Election	6	
2.03	Deferral Election Requirements	7	
2.04	Non-Elective Deferred Compensation	9	
2.05	Changes in Deferral Elections	9	
 	 	
Article III - Investment Accounts	10	
 	 	 	
3.01	Investment Accounts	10	
3.02	Moody’s Account	10	
3.03	Stock Unit Account	10	
 
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3.04	Monthly Adjustments	11	
3.05	Transfers and Distributions From Stock Unit Account	11	
 	 	
Article IV - Vesting	12	
 	 	 	
4.01	Elective Deferred Income and Automatic Deferred Income	12	
4.02	Discretionary Deferred Income	12	
4.03	Textron Company Contribution	12	
4.04	Change in Control	13	
4.05	Vesting Under Employment Contract.	13	
4.06	Forfeiture of Non-Vested Amounts	13	
 	 	
Article V - Payments to Participants	13	
 	 	 	
5.01	Separation From Service	13	
5.02	Total Disability	13	
5.03	Form of Payment	13	
5.04	Distribution Elections	14	
5.05	Automatic Lump Sum Payments	15	
5.06	Administrative Adjustments in Payment Date	16	
5.07	Distribution Upon Unforeseeable Emergency	16	
5.08	Distribution Upon Change in Control	16	
5.09	Distributions Before July 25, 2007	16	
 	 	
Article VI - Payments to Beneficiaries	16	
 	 	 	
6.01	Designating a Beneficiary	16	
6.02	Default Beneficiary	17	
6.03	Beneficiary Who Is Not Legally Competent	17	
6.04	Distributions Upon Death	17	
 	 	
Article VII - Unfunded Plan	17	
 	 	 	
7.01	No Plan Assets	17	
7.02	Top-Hat Plan Status	17	
 	 	
Article VIII - Plan Administration	18	
 	 	 	
8.01	Plan Administrator’s Powers	18	
8.02	Delegation of Administrative Authority	18	
8.03	Tax Withholding	18	
8.04	Use of Third Parties to Assist with Plan Administration	18	
8.05	Proof of Right to Receive Benefits	19	
8.06	Claims Procedure	19	
8.07	Enforcement Following a Change in Control	20	
 	 	
Article IX - Amendment and Termination	20	
 	 	 	
9.01	Amendment	20	
9.02	Delegation of Amendment Authority	21	
9.03	Termination	21	
9.04	Distributions Upon Plan Termination	21	
 
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Article X - Miscellaneous	21	
 	 	 	
10.01	Use of Masculine or Feminine Pronouns	21	
10.02	Transferability of Plan Benefits	21	
10.03	Section 409A Compliance	22	
10.04	Controlling State Law	22	
10.05	No Right to Employment	22	
10.06	Additional Conditions Imposed	22	
 
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DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES
 
EFFECTIVE OCTOBER 5, 2015
 
Introduction
 
The Deferred Income Plan for Textron Executives (the “Plan”) is an unfunded, nonqualified deferred compensation arrangement.  The Plan provides both elective and nonelective deferred compensation for designated executives of Textron and its affiliates.  The Plan is a continuation of the Deferred Income Plan for Textron Key Executives (the “Key Executive Plan”) and the Textron Inc. Deferred Income Plan for Executives (the “Executive Plan”).  These plans were combined to form the Plan effective January 1, 2008.  The Plan has been amended from time to time since the previous restatement.  This restatement of the Plan is effective October 5, 2015, except as otherwise provided, and reflects all amendments that are effective through the date of this restatement.
 
Appendix A and Appendix B of the Plan set forth the provisions of the Key Executive Plan and the Executive Plan as in effect on October 3, 2004, when IRC Section 409A was enacted as part of the American Jobs Creation Act of 2004.  Deferred compensation that was earned and vested (within the meaning of IRC Section 409A) before January 1, 2005, and any subsequent increase that is permitted to be included in this amount under IRC Section 409A, is calculated and paid solely as provided in Appendix A or Appendix B, whichever is applicable, and is not subject to any other provisions of the Deferred Income Plan for Textron Executives.
 
Deferred compensation that was earned or vested after 2004 and before January 1, 2008, is subject to the provisions of IRC Section 409A.  This deferred compensation is paid exclusively as provided in the Deferred Income Plan for Textron Executives (not including any appendix to the Plan).  The provisions that govern the distribution of benefits earned or vested after 2004 under the Key Executive Plan or the Executive Plan are effective as of January 1, 2005.
 
Section 5.04(a) permitted a Participant to make a special election before the end of 2007 to receive the Participant’s Account under one of the distribution options in Section 5.03(b).  Appendix A and Appendix B also permitted a Participant to request a distribution option before the end of 2007 (or before the end of 2008, in the case of Participants who terminated before 2002) for the benefits payable under those Appendices.  These special election provisions are effective as of July 25, 2007, the date on which the Plan was adopted by the Board.
 
Appendix C of the Plan sets forth special provisions related to the merger of the Beechcraft Excess Savings and Deferred Compensation Plan into the Plan, effective January 1, 2015.  Such provisions are intended to preserve the time and form of payment of benefits to the extent required by IRC Section 409A.
 
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Article I - Definitions
 
In this document, the following terms shall have the meanings set forth in this Article, unless a contrary or different meaning is expressly provided:
 
1.01                         “Account” means the bookkeeping entry used to record deferred income and earnings credited to a Participant under the Plan.  All amounts credited to the Account shall be unfunded obligations of Textron: no assets shall be set aside or contributed to the Plan for the Participant’s benefit.  A Participant’s Account does not include deferred income that was earned and vested (within the meaning of IRC Section 409A) before January 1, 2005, and any subsequent increase that is permitted to be included in such amount under IRC Section 409A.  Such amounts are calculated and paid solely as provided in Appendix A and Appendix B, as applicable.  A Participant’s Account may consist of a Pre-2013 Sub-account and/or a Post-2013 Sub-account, as follows:
 
(a)                                  If the Participant entered the Plan before 2014, the portion of the Account that is allocable to a Pre-2013 Election (adjusted for investment earnings and losses, net of expenses) shall be allocated to a Pre-2013 Sub-account.
 
(b)                                  If a Participant deferred amounts under the Plan after 2013, amounts allocable to a Post-2013 Election (adjusted for investment earnings and losses, net of expenses) shall be allocated to a Post-2013 Sub-account.  Within the Post-2013 Sub-account, amounts allocable to separate Post-2013 Elections shall be accounted for separately.
 
Both the Pre-2013 Sub-account and the Post-2013 Sub-account may be further subdivided into sub-accounts as determined by Textron.
 
1.02                         “Beneficiary” means the person or persons entitled under this Plan to receive Plan benefits after a Participant’s death.  A Participant’s estate may also be the Participant’s Beneficiary.
 
1.03                         “Board” means the Board of Directors of Textron.
 
1.04                         “Change in Control” means, for any Participant who was not an employee of a Textron Company on December 31, 2007:
 
(a)                                  any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”) and of IRC Section 409A) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially similar proportions as their ownership of Textron common stock
 
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(1)                                  becomes (other than by acquisition from Textron or a related company) the “beneficial owner” (as defined in Rule 13d-3 under the Act) of stock of Textron that, together with other stock held by such person or group, possesses more than 50% of the combined voting power of Textron’s then-outstanding voting stock, or
 
(2)                                  acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) beneficial ownership of stock of Textron possessing more than 30% of the combined voting power of Textron’s then-outstanding stock, or
 
(3)                                  acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person) all or substantially all of the total gross fair market value of all of the assets of Textron immediately prior to such acquisition or acquisitions (where gross fair market value is determined without regard to any associated liabilities); or
 
(b)                                  a merger or consolidation of Textron with any other corporation occurs, other than a merger or consolidation that would result in the voting securities of Textron outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) 50% or more of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or
 
(c)                                   during any 12-month period, a majority of the members of the Board is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors before the date of their appointment or election.
 
Each of the events described above will be treated as a “Change in Control” only to the extent that it is a change in ownership, change in effective control, or change in the ownership of a substantial portion of Textron’s assets within the meaning of IRC Section 409A.
 
For any Participant who was an employee of a Textron Company on December 31, 2007, the definition set forth above in this Section 1.04 shall be used to determine whether an event is a “Change in Control” to the extent that the event would alter the time or form of payment of the Participant’s benefit.  To the extent that the event would cause any change in the Participant’s rights under the Plan that does not affect the status of the Participant’s benefit under IRC Section 409A (including, but not limited to, accelerated vesting of the Participant’s benefit or restrictions on amendments to the Plan), the definition set forth in
 
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Section 9.03 of Appendix A shall be used to determine whether the event is a “Change in Control.”
 
1.05                         “Deferred Income” means any elective or non-elective deferred compensation credited to a Participant’s Account under this Plan.  A Participant’s Deferred Income may consist of some or all of the following amounts:
 
A.                                     Automatic Deferred Income :  A non-elective deferral of a performance share unit payout into a Schedule A Participant’s Stock Unit Account to meet required stock ownership levels established under the Stock Ownership Guideline Program for Textron Executives.
 
B.                                     Discretionary Deferred Income :  A non-elective contribution made at Textron’s discretion to a Participant’s Moody’s Account.
 
C.                                     Elective Deferred Income :  A deferral of eligible compensation made at a Participant’s election and credited to the Moody’s Account, or credited to the Stock Unit Account at the Participant’s direction.
 
D.                                     Textron Company Contribution :  A matching credit allocated to a Schedule A Participant’s Stock Unit Account, as described in Section 2.04(b) or a predecessor provision for Textron Company Contributions.
 
1.06                         “Eligible Individual” means a management or highly compensated employee of a Textron Company (a) who is a United States citizen or resident, (b) who is in a position designated by Textron as Band 1 or who is selected by Textron to participate in the Plan, and (c) whose annual base salary exceeds the indexed dollar limit in effect for the current year under IRC Section 414(q)(1)(B)(i).
 
1.07                         “Executive Plan” means the Textron Inc. Deferred Income Plan for Executives, as in effect before January 1, 2008.  The provisions of the Executive Plan are included in this Plan as Appendix B.
 
1.08                         “Interest” means interest computed under Article III of this Plan.
 
1.09                         “IRC” means the Internal Revenue Code of 1986, as amended.  References to any section of the Internal Revenue Code shall include any final regulations interpreting that section.
 
1.10                         “Key Executive Plan” means the Deferred Income Plan for Textron Key Executives, as in effect before January 1, 2008.  The provisions of the Key Executive Plan are included in this Plan as Appendix A.
 
1.11                         “Participant” means an Eligible Individual who is participating in the Plan pursuant to Article II, or a former Eligible Individual whose Account has not been forfeited or fully distributed.
 
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1.12                         “Plan” means this Deferred Income Plan for Textron Executives, as amended and restated from time to time.
 
1.13                         “Post-2013 Election” means a deferral election that is filed and becomes irrevocable with respect to compensation for service, or a performance period that begins, after December 31, 2013.  The first Post-2013 Elections are the elections made during the Plan’s enrollment/deferral election period in the Fall of 2013.
 
1.14                         “Post-2013 Sub-account” means a sub-account for amounts allocable to a Post-2013 Election, as described in Section 1.01 (definition of “Account”).
 
1.15                         “Pre-2013 Election” means a deferral election that was filed and became irrevocable under Section 2.03 (“Deferral Election Requirements”) with respect to compensation for service, or a performance period that began, before January 1, 2014.  Pre-2013 Elections include all elections made before the Plan’s Fall 2013 enrollment/deferral election period, including elections made with respect to compensation for performance periods that began before 2014 but end after January 1, 2014.
 
1.16                         “Pre-2013 Sub-account” means a sub-account for the portion (if any) of a Participant’s Account that is allocable to a Pre-2013 Election, as described in Section 1.01 (definition of “Account”).
 
1.17                         “Schedule A Participant” means a Participant designated as a Schedule A Participant at the time of the applicable deferral election.
 
1.18                         “Schedule B Participant” means a Participant who either (a) was designated as a Schedule B Participant at the time of the applicable deferral election or (b) made a deferral election under the Key Executive Plan or the Executive Plan in 2006.
 
1.19                         “Separation From Service” means a Participant’s termination of employment with all Textron Companies, other than by reason of death or Total Disability, that qualifies as a “separation from service” for purposes of IRC Section 409A.
 
1.20                         “Textron” means Textron Inc., a Delaware corporation, and any successor of Textron Inc.
 
1.21                         “Textron Company” means Textron or any company controlled by or under common control with Textron within the meaning of IRC Section 414(b) or (c).
 
1.22                         “Total Disability” means physical or mental incapacity of a Participant who is employed by a Textron Company on the disability date, if the incapacity (a) enables the Participant to receive disability benefits under the Federal Social Security Act, and (b) also qualifies as a “disability” for purposes of IRC Section 409A(a)(2)(C).
 
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1.23                         “Unforeseeable Emergency” means a severe financial hardship (within the meaning of IRC Section 409A) resulting from any of the following:
 
(a)                                  an illness or accident of the Participant or the Participant’s spouse, beneficiary, or dependent;
 
(b)                                  loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of natural disaster); or
 
(c)                                   other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant which are not covered by insurance and cannot reasonably be relieved by the liquidation of the Participant’s assets (other than assets deferred hereunder).
 
Article II - Enrollment and Deferrals
 
2.01                         Initial Enrollment .  An Eligible Individual shall complete the enrollment process established by Textron in order to become a Participant in the Plan.  Initial enrollments before October 1, 2013, are subject to the provisions of the Plan then in effect.
 
(a)                                  If the Eligible Individual was not previously eligible to participate in any other account-based elective deferred compensation arrangement of a Textron Company that is aggregated with this Plan pursuant to IRC Section 409A, he may enroll in the Plan within thirty (30) days after he first becomes an Eligible Individual.  If the Eligible Individual does not complete his enrollment within the initial 30-day period, his enrollment shall not become effective until the beginning of the next calendar year.
 
(b)                                  If an Eligible Individual was previously eligible to participate in any other account-based elective deferred compensation arrangement of a Textron Company that is aggregated with this Plan pursuant to IRC Section 409A, he may enroll in the Plan at a time designated by Textron, but not later than December 31 of the year in which he first becomes an Eligible Individual, and his enrollment shall not become effective until the beginning of the next calendar year.
 
(c)                                   If an employee or former employee is not identified in Textron’s records as a Participant as of December 31, 2008, the individual shall not be a Participant, and shall not be entitled to receive any benefit under the Plan, unless the individual either (i) becomes a Participant after 2008 pursuant to Section 2.01, or (ii) is designated by the Board (or by its designee) as a Participant after 2008.
 
2.02                         Deferral Election .  Subject to the requirements set forth in Section 2.03, a Participant may elect to defer the following amounts under the Plan:
 
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(a)                                  Post-2013 Elections .  For each Post-2013 Election, a Participant may elect to defer up to 80% of (i) his base salary; (ii) any cash distribution (other than a dividend, dividend equivalent, or distribution upon exercise of an option or stock appreciation right) under a shareholder-approved long-term incentive plan of Textron; and/or (iii) any other cash bonus or annual incentive compensation under an annual incentive compensation plan or short-term bonus plan sponsored by Textron.  Textron shall have discretion to modify the maximum percentage of any type of compensation that may be deferred in any year (including to reduce the limit to zero).
 
(b)                                  Pre-2013 Elections .  For Pre-2013 Elections, the compensation that could be deferred was determined in accordance with the terms of the Plan then in effect.  Pre-2013 Elections shall be implemented in accordance with their terms and Section 2.03, below.
 
(c)                                   No Deferral of Gain Under Stock Rights .  In no event may a Participant defer cash or stock payable upon exercise of a stock option or stock appreciation right.
 
2.03                         Deferral Election Requirements .  Any deferral election under the Plan shall be subject to the following requirements:
 
(a)                                  Applicability .  Except in the case of a timely election to defer “performance-based compensation” pursuant to paragraph (b)(2), below, a Participant’s deferral election shall apply only to compensation paid for services to be performed after the election is made.  Except as provided in subsection (b), if Textron allows deferral of a bonus or other compensation earned over a performance period that commenced before the date of the election, the total compensation shall be multiplied by the ratio of the number of days remaining in the performance period after the election to the total number of days in the performance period, and only the resulting portion of the compensation shall be eligible for deferral.
 
(b)                                  Election Deadlines .  All deferral elections shall be made at a time and in a form designated by Textron.  Except as provided in Section 2.05, a deferral election shall become irrevocable at the election deadline established by Textron.
 
(1)                                  General Election Deadline .  Textron may establish deadlines that are permissible under IRC Section 409A for any type of compensation that is eligible for deferral under the Plan.  If no other deadline applies, the deadline for a deferral election shall be not later than December 31 of the year preceding the year for which the services are performed for which the right to the compensation arises.
 
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(2)                                  Performance-Based Compensation .  The deadline for any election to defer compensation that is “performance-based compensation” within the meaning of IRC Section 409A shall be not later than six months before the end of the performance period, provided that the Participant performs services continuously from the later of the beginning of the performance period or the date when the performance criteria are established through the date when the election is made, and provided further that the compensation has not become readily ascertainable at the time of the election.
 
(3)                                  Forfeitable Rights .  If a Participant has a legally binding right to a payment in a subsequent year, and the Participant must perform services for at least 12 months in order to avoid forfeiture of the payment, the election deadline shall not be later than the 30th day after the Participant acquires a legally binding right to the payment; provided that the election must be made at least 12 months before the earliest date at which the forfeiture condition could lapse for a reason other than death, Total Disability, or Change in Control (and a deferral election made under this paragraph shall not be effective if the forfeiture condition lapses for death, Total Disability, or Change in Control less than 12 months after the date of the election).
 
(c)                                   Minimum Deferrals .  For Pre-2013 Elections, a Participant was not permitted to elect to defer an amount less than $5,000 for any year.  Such minimum shall not apply for Post-2013 Elections.
 
(d)                                  Change in Participation Level .  For Pre-2013 Elections, the deferral rules for Schedule A Participants and Schedule B Participants were different.  A Participant’s status as a Schedule A Participant or a Schedule B Participant was determined at the deferral election deadline.  Any subsequent change in status did not, and shall not, affect prior deferral elections.
 
(e)                                   Renewal of Elections .  A Post-2013 Election with respect to base salary shall be effective only with respect to base salary earned in the calendar year (or portion of a year, in the case of a mid-year election by a new Participant) immediately following the election deadline, and a Post-2013 Election with respect to other compensation shall be effective only with respect to the particular bonus, award, or other compensation for which such election is made.  The Participant must make a new deferral election before the applicable deadline in order to defer compensation earned in a subsequent period or for a subsequent bonus, award, or other compensation.  A Participant who fails to make a valid deferral election on or before the applicable deadline shall be deemed to have elected not to defer any compensation to which the deadline applies.  Notwithstanding
 
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the foregoing, any Pre-2013 Election(s) shall continue to apply with respect to the compensation covered by such election(s).
 
2.04                         Non-Elective Deferred Compensation .  In addition to any Elective Deferred Income, a Participant’s Account may be credited with the following types of non-elective Deferred Income:
 
(a)                                  Discretionary Deferred Income .  Effective October 1, 2013, a Participant’s Account may be credited with additional amounts at the discretion of the Organization and Compensation Committee of the Board for Participants who are executive officers of Textron, and at the discretion of Textron, for all other Participants.  The document authorizing the Discretionary Deferred Income shall specify the vesting schedule, if any, that applies to such Discretionary Deferred Income.  Any Discretionary Deferred Income shall be allocated to a Participant’s Moody’s Account or Stock Unit Account, as determined by Textron.
 
(b)                                  Textron Company Contribution .  A Schedule A Participant shall receive a matching contribution credit in his Stock Unit Account equal to 10% of any Elective Deferred Income that the Participant allocates initially to his Stock Unit Account, excluding (1) any deferral of compensation for services performed, or a performance period that begins, after December 31, 2014, and (2) any deferral of base salary or other compensation that Textron has not irrevocably designated in writing as eligible.  No matching contribution credit shall be made for any deferral with respect to which the services giving rise to the compensation are performed, or the performance period begins, after December 31, 2014.
 
(c)                                   Automatic Deferred Income .  Before October 1, 2013, the Plan provided for automatic deferral of a Schedule A Participant’s performance share unit payout to the extent necessary to meet required stock ownership levels established under the Executive Share Ownership Policy.  Such automatic deferrals shall apply only with respect to performance share units for which the election deadline under IRC Section 409A occurred before October 1, 2013.
 
2.05                         Changes in Deferral Elections .  A Participant may change his deferral election prospectively by filing a new deferral election form before the election deadline established by Textron in accordance with IRC Section 409A, or by failing to file a deferral election by the election deadline (which will be deemed to be an election not to defer for the subsequent period).  A Participant’s deferral election shall be canceled automatically in the following circumstances, effective with the first payroll period following the event that causes the cancellation, and the Participant may not make a new deferral election before the next deferral election deadline:
 
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(a)                                  Financial Hardship .  The Participant receives a distribution on account of financial hardship of elective deferrals under the Textron Savings Plan or any other IRC Section 401(k) plan maintained by a Textron Company, or receives a distribution under this Plan on account of an Unforeseeable Financial Emergency.  A Participant who receives a hardship distribution shall not be permitted to make a new deferral election before the end of any suspension period imposed by the Textron Savings Plan or other plan.
 
(b)                                  Total Disability .  The Participant incurs a Total Disability.
 
Article III - Investment Accounts
 
3.01                         Investment Accounts .  For recordkeeping purposes, Textron shall maintain a Moody’s Account and a Stock Unit Account, as necessary, to credit hypothetical investment gains and losses to a Participant’s Account.  To the extent permitted by Textron, a Participant may allocate his Elective Deferred Income initially to the Moody’s Account or the Stock Unit Account.
 
3.02                         Moody’s Account .  The Moody’s Account shall earn interest at a monthly interest rate that is one twelfth of the average for the calendar month of the Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by Textron.  Interest shall be credited on the last day of each calendar month on the average daily balance of the Moody’s Account during the month.
 
3.03                         Stock Unit Account .
 
(a)                                  The Stock Unit Account shall consist of phantom shares of Textron common stock.  The number of stock units credited to a Participant’s Stock Unit Account shall be determined as follows:
 
(1)                                  For credits added before October 1, 2013, (A) with respect to credits resulting from Automatic Deferred Income or the deferral of annual incentive compensation or performance share units, using the methodology approved by the Organization and Compensation Committee of the Board for payment of performance share units, and (B) for other amounts, by dividing the amount of Deferred Income credited on the last day of the calendar month by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal , for the calendar month in which the credit is made; and
 
(2)                                  For credits added after September 30, 2013, by dividing the amount of Deferred Income credited to the Participant’s Account by the closing price of Textron common stock on the date the
 
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credit is posted to the Participant’s Stock Unit Account, as reflected in the Plan’s recordkeeping system.
 
(b)                                  Textron shall credit additional stock units to a Participant’s Stock Unit Account to reflect dividend equivalents attributable to the stock units that were credited to the Participant’s Stock Unit Account on the record date.  The number of additional stock units shall be determined as follows:
 
(1)                                  For dividend equivalents added before October 1, 2013, by dividing the dividend amount by the average of the composite closing prices of Textron common stock, as reported in The Wall Street Journal , for the month in which the record date occurs; and
 
(2)                                  For dividend equivalents added after September 30, 2013, by dividing the dividend amount by the closing price of Textron common stock on the date the credit is posted to the Participant’s Stock Unit Account, as reflected in the Plan’s recordkeeping system.
 
(c)                                   The number of stock units credited to a Participant’s Stock Unit Account shall be adjusted, without receipt of any consideration by Textron, on account of any stock split, stock dividend, or similar increase or decrease affecting Textron common stock, as if the stock units were actual shares of Textron common stock.
 
(d)                                  All distributions from the Stock Unit Account shall be made in cash.  No Textron common stock shall be distributed from the Plan in any circumstance.
 
3.04                         Monthly Adjustments .  A Participant’s Moody’s Account and Stock Unit Account shall be adjusted on the last day of each calendar month (or more frequently in the discretion of the Plan’s recordkeeper) to reflect additional Deferred Income credited to the Account, distributions from the Account, and investment gains or losses allocated to the Account.
 
3.05                         Transfers and Distributions From Stock Unit Account .
 
(a)                                  Effective October 1, 2013, a Participant who has Separated From Service may, once each trading day, request to transfer in 1% increments any amount in his Stock Unit Account to his Moody’s Account.  Such transfer shall take effect as soon as practicable after the election is received and processed.  For purposes of the transfer, the value of a share of Textron common stock shall be the closing price on the first trading day that ends after the request is received and processed, as reflected in the Plan’s recordkeeping system.
 
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(b)                                  Before October 1, 2013, transfers were subject to the terms of the Plan then in effect including (1) a minimum transfer of 10% of the Stock Unit Account (available only in 5% increments), and (2) valuation rules set forth therein.
 
(c)                                   For any distribution from the Participant’s Stock Unit Account before October 1, 2013, the value of Textron common stock shall be determined using the same methodology as applies for transfers described in subsection (b), above.  For any distribution from the Participant’s Stock Unit Account after September 30, 2013, the value of Textron common stock shall be the closing price on the first trading day of the calendar month in which the distribution occurs, as reflected in the Plan’s recordkeeping system.
 
Article IV - Vesting
 
4.01                         Elective Deferred Income and Automatic Deferred Income .  A Participant’s Elective Deferred Income and Automatic Deferred Income shall always be 100% vested.
 
4.02                         Discretionary Deferred Income .  Except as provided in Section 4.04, a Participant’s Discretionary Deferred Income shall vest according to the schedule established when the Discretionary Deferred Income is credited to the Participant’s Account.
 
4.03                         Textron Company Contribution .  Except as provided in Section 4.04, a Participant’s Textron Company Contribution, and any dividend equivalents associated with the Textron Company Contribution, shall vest as follows:
 
(a)                                  50% of the Textron Company Contribution and associated dividend equivalents shall vest on December 31 of the calendar year in which the Elective Deferred Income would have been paid to the Participant if he had not made a deferral election, but only if the Participant does not have a Separation From Service before that December 31; and
 
(b)                                  the remaining 50% of the Textron Company Contribution and associated dividend equivalents shall vest on the following December 31, but only if the Participant does not have a Separation From Service before that December 31.
 
(c)                                   Any Textron Company Contribution and associated dividend equivalents that have not vested pursuant to subsections (a) and (b), above, shall become 100% vested if the Participant’s employment with all Textron Companies ends as a result of the Participant’s death or Total Disability, or the Participant’s voluntary retirement after reaching one or more of the following milestones: (i) age 55 with ten or more years of Textron service; (ii) age 60, or (iii) 20 or more years of Textron service.
 
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4.04                         Change in Control .  In the event of a Change in Control, a Participant’s Account shall become 100% vested if the Participant is employed by a Textron Company on the date of the Change in Control.
 
4.05                         Vesting Under Employment Contract .  A Participant’s Account, and any additional benefit the Participant is eligible to receive under Appendix A or Appendix B, shall become 100% vested to the extent expressly provided in a written employment contract between the Participant and Textron.
 
4.06                         Forfeiture of Non-Vested Amounts .  Any portion of the Participant’s Account that is not vested at the time of the Participant’s Separation From Service shall be forfeited.
 
Article V - Payments to Participants
 
5.01                         Separation From Service .  Subject to Section 5.04(c)(2) (five-year delay following change in form of payment), upon a Participant’s Separation From Service, the distribution of the Participant’s Account shall commence (or, in the case of a lump sum distribution, shall be made) on the later of (a) the last business day of January following the calendar year of the Participant’s Separation From Service, or (b) the last business day of the seventh month following the Participant’s Separation From Service.
 
5.02                         Total Disability .  The distribution of a Participant’s Account upon Total Disability shall commence (or, in the case of a lump sum distribution, shall be made) on the later of (a) the last business day of January following the calendar year of the Participant’s Total Disability, or (b) the first business day that is at least 60 days after the date of the Participant’s Total Disability.
 
5.03                         Form of Payment .  Subject to Section 5.05 (automatic lump-sum payments), below, the distribution of a Participant’s Account upon Separation From Service or Total Disability shall be made in one of the following forms:
 
(a)                                  For a Post-2013 Sub-account, either (1) a lump sum, or (2) annual installments over a period not exceeding 10 years.
 
(b)                                  For a Pre-2013 Sub-account, one or a combination of (1) a lump sum, and/or (2) annual installments over a period not exceeding 15 years (or, if less, the number of whole years in the Participant’s remaining life expectancy, determined as of the payment commencement date under the Single Life Table in Treas. Reg. § 1.401(a)(9)-9, Q&A-1).
 
If payment is made in annual installments, the installment payment for each year shall be calculated by dividing the unpaid balance to which the installment election applies as of January 1 of that year by the remaining number of unpaid installments.
 
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Effective for installment payments made after September 30, 2013, each installment shall be taken first from the Moody’s Account (until the balance of the Moody’s Account is zero) and then from the Participant’s Stock Unit Account.  Effective for installments paid before October 1, 2013, installment payments were made ratably from the Participant’s Moody’s Account and Stock Unit Account.
 
5.04                         Distribution Elections .
 
(a)                                  Participants were allowed to make special elections during 2007 to receive their Accounts in one or a combination of the distribution options in Section 5.03(b).  Elections were not permitted if they would accelerate payment of the Participant’s benefit into the year of the new election, or if the new election would postpone a distribution that otherwise would be made in 2007.  Each such election shall apply with respect to the Participant’s entire Pre-2013 Sub-account.  The payment form(s) for any Post-2013 Sub-account shall be determined in accordance with paragraph (b)(2), below.
 
(b)                                  For each Participant whose Account was first credited with Deferred Income after 2007, the following distribution election rules apply:
 
(1)                                  The Participant’s Pre-2013 Sub-account (if any) shall be paid in accordance with the Participant’s initial deferral election and any change under subsection (c), below.
 
(2)                                  The Participant’s Post-2013 Sub-account (if any) shall be paid in the form(s) elected by the Participant by the deadline established by Textron.  Any such election (including an election for Discretionary Deferred Income) shall be made no later than the deadline prescribed by Section 2.03(b) (“Election Deadlines”).  To the extent permitted by Textron, a Participant may elect a different form of payment with respect to each amount deferred.
 
(3)                                  Any amount with respect to which the Participant has not made an election by the deadline established by Textron shall be paid in a lump sum (subject to any change made pursuant to subsection (c), below).
 
(c)                                   After 2007, a Participant may change the form of payment he previously elected for his Pre-2013 Sub-account and/or all or part of his Post-2013 Sub-account once (but only once).  The Participant’s new payment election must satisfy the following requirements and any additional conditions specified by Textron or the Plan’s recordkeeper:
 
(1)                                  the new election must be made at least twelve months before the date when payment of the applicable amount would otherwise commence (and the new election shall be ineffective if a
 
14 

 
subsequent event causes the original payment date to fall within the 12-month period);
 
(2)                                  the new election must defer the date on which payment of the applicable amount will commence by at least five years from the commencement date applicable to the Participant’s previous election; and
 
(3)                                  the new election may not require annual installments to be paid over a period exceeding 10 years.  For changes made before October 1, 2013, the installment period could not exceed the number of whole years in the Participant’s remaining life expectancy, determined as of the payment commencement date under the Single Life Table in Treas. Reg. § 1.401(a)(9)-9, Q&A-1.
 
5.05                         Automatic Lump Sum Payments .
 
(a)                                  Cash-Out of Small Accounts .  If the value of a Participant’s Account at the time of his Separation From Service or Total Disability is $100,000 or less, the Participant’s Account shall be paid in a lump sum, even if the Participant elected to receive installments.
 
(b)                                  Participants Who Terminate Before Retirement Eligibility .
 
(1)                                  If a Participant who first participated in the Plan after 2007 (and before 2014) has a Separation From Service or Total Disability before the earliest of (A) the date the Participant reaches at least age 55 and completes at least 10 years of service, (B) the date the Participant reaches at least age 35 and completes at least 20 years of service, and (C) the date the Participant reaches age 60, such Participant’s Pre-2013 Sub-account shall be paid in a lump sum (even if the Participant elected to receive installments).
 
(2)                                  If a Participant began participating in the Plan before 2008, the automatic lump-sum payment described in paragraph (1), above, shall apply only to that portion, if any, of his Pre-2013 Sub-account that was credited to the Participant’s Account while the Participant was a Schedule B Participant, and any associated investment earnings or losses, but shall not apply to any portion of his Pre-2013 Sub-account that was credited while he was a Schedule A Participant, or to associated investment gains or losses.
 
(3)                                  The automatic lump-sum payment described in paragraphs (1) and (2), above, shall not apply for any Post-2013 Sub-account.
 
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5.06                         Administrative Adjustments in Payment Date .  A payment is treated as being made on the date when it is due under the Plan if the payment is made on the due date specified by the Plan, or on a later date that is either (a) in the same calendar year, or (b) by the 15th day of the third calendar month following the date specified by the Plan.  A payment also is treated as being made on the date when it is due under the Plan if the payment is made not more than 30 days before the due date specified by the Plan, provided that no amount payable upon the Participant’s Separation from Service is made earlier than six months after the Participant’s Separation From Service.  A Participant may not, directly or indirectly, designate the taxable year of a payment made in reliance on the administrative rules in this Section 5.06.
 
5.07                         Distribution Upon Unforeseeable Emergency .  If a Participant incurs a severe financial hardship as a result of an Unforeseeable Emergency, the Participant may request a distribution from his vested Account of an amount that does not exceed the sum of (a) the amount necessary to satisfy the emergency and (b) the amount necessary to pay taxes or penalties reasonably anticipated as a result of the distribution.  The amount necessary to satisfy the emergency and to pay the related taxes or penalties shall be determined after taking into account the extent to which the financial hardship is or may be relieved through cancellation of the Participant’s deferral election pursuant to Section 2.05; through reimbursement or compensation by insurance or otherwise; or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).  Textron may, in its sole discretion, grant or deny a request for a distribution upon an Unforeseeable Emergency.
 
5.08                         Distribution Upon Change in Control .  Subject to the following sentence, if a Change in Control also qualifies as a “change in control” under IRC Section 409A, the Participant’s Account shall be paid in a lump sum in cash on the first business day of the month following the Change in Control.  If a Participant’s Separation From Service occurred before the Change in Control, the lump sum payment under this Section 5.08 shall not be made earlier than six months after the Participant’s Separation From Service.
 
5.09                         Distributions Before January 1, 2008 .  Distributions after 2004 and before the effective date of the Plan were made in good faith compliance with IRC Section 409A and Internal Revenue Service guidance interpreting IRC Section 409A.
 
Article VI - Payments to Beneficiaries
 
6.01                         Designating a Beneficiary .  A Participant may designate one or more Beneficiaries to receive the Participant’s Account after his death.  The designation shall be made in writing on a form provided by Textron, and shall be subject to any requirements or conditions Textron imposes.  The Participant may change the Beneficiary designation at any time before the earlier of the Participant’s death or the complete distribution of the Participant’s Account.  If a Participant’s Account
 
16 

 
is community property, any designation of a Beneficiary shall be valid or effective only as permitted under applicable law.  Any valid Beneficiary designation, and any valid change in a previous Beneficiary designation, shall become effective when Textron receives and accepts the Beneficiary designation form.  The most recent valid Beneficiary designation in effect at the time of the Participant’s death shall supersede any previous Beneficiary designation.
 
6.02                         Default Beneficiary .  In the absence of an effective Beneficiary designation, or if all persons so designated have predeceased the Participant, the Participant’s Account shall be paid to the Participant’s surviving spouse.  If there is no surviving spouse, the Participant’s Account shall be paid to the Participant’s natural and adopted children and their descendants per stirpes or, if there are no natural or adopted children or their descendants, to the Participant’s estate.
 
6.03                         Beneficiary Who Is Not Legally Competent .  If a Participant’s Beneficiary is a minor, a person who has been declared incompetent, or a person incapable of handling the disposition of his property, Textron may pay the Participant’s Account to the guardian, legal representative, or person having the care and custody of such Beneficiary.  Textron may require proof of incompetency, minority, incapacity, or guardianship as it deems appropriate prior to distribution of the Account. Such distribution shall completely discharge any Textron Company from all liability with respect to such Beneficiary’s interest in the Account.
 
6.04                         Distributions Upon Death .  If a Participant dies before his Account has been fully distributed, any amount remaining in his Account at his death shall be paid to his Beneficiary in a lump sum on the first business day of the first month that begins at least ninety (90) days after the Participant’s death.  If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum on the first business day of January 2008.
 
Article VII - Unfunded Plan
 
7.01                         No Plan Assets .  Benefits provided under this Plan are unfunded obligations of Textron.  Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations.  If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds of the policies shall at all times remain the sole property of Textron and neither the Participants whose lives are insured not their Beneficiaries shall have any ownership rights in such policies of insurance.
 
7.02                         Top-Hat Plan Status .  The Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly
 
17 

 
compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
 
Article VIII - Plan Administration
 
8.01                         Plan Administrator’s Powers .  Textron shall have all such powers as may be necessary to carry out the provisions hereof.  Textron may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 8.06, any actions by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan.  The Board may exercise Textron’s authority as plan administrator, and the authority to administer the Plan may be delegated as provided in Section 8.02.
 
8.02                         Delegation of Administrative Authority .  The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to administer the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board or officer of Textron to make a further delegation of the authority to administer the Plan.
 
8.03                         Tax Withholding .  Textron may withhold from benefits paid under this Plan any taxes or other amounts required by law to be withheld.  Textron may deduct from the undistributed portion of a Participant’s benefit any employment tax that Textron reasonably determines to be due with respect to the benefit under the Federal Insurance Contributions Act (FICA), and an amount sufficient to pay the income tax withholding related to such FICA tax.  Alternatively, Textron may require the Participant or Beneficiary to remit to Textron or its designee an amount sufficient to satisfy any applicable federal, state, and local income and employment tax with respect to the Participant’s benefit, or withhold such amount from other wages payable to the Participant.  The Participant or Beneficiary shall remain responsible at all times for paying any federal, state, or local income or employment tax with respect to any benefit under this Plan.  In no event shall Textron or any employee or agent of Textron be liable for any interest or penalty that a Participant or Beneficiary incurs by failing to make timely payments of tax.
 
8.04                         Use of Third Parties to Assist with Plan Administration .  Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan.  Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent,
 
18 

 
accountant, actuary, counsel or other expert.  All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan.
 
8.05                         Proof of Right to Receive Benefits .  Textron may require proof of death or Total Disability of any Participant and evidence of the right of any person to receive any Plan benefit.
 
8.06                         Claims Procedure .  A Participant or Beneficiary who believes that he is being denied a benefit to which he is entitled under the Plan (referred to in this Section 8.06 as a “Claimant”) may file a written request with Textron setting forth the claim.  Textron shall consider and resolve the claim as set forth below.  No action shall be filed in any court until the Claimant has exhausted the claims and appeals procedures set forth in this Section 8.06.
 
(a)                                  Time for Response .  Upon receipt of a claim, Textron shall advise the Claimant that a response will be forthcoming within 90 days.  Textron may, however, extend the response period for up to an additional 90 days for reasonable cause, and shall notify the Claimant of the reason for the extension and the expected response date.  Textron shall respond to the claim within the specified period.
 
(b)                                  Denial .  If the claim is denied in whole or part, Textron shall provide the Claimant with a written decision, using language calculated to be understood by the Claimant, setting forth (1) the specific reason or reasons for such denial; (2) the specific reference to relevant provisions of this Plan on which such denial is based; (3) a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation why such material or such information is necessary; (4) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review; (5) the time limits for requesting a review of the claim; and (6) the Claimant’s right to bring an action for benefits under Section 502(a) of ERISA.
 
(c)                                   Request for Review .  Within 60 days after the Claimant’s receipt of the written decision denying the claim in whole or in part, the Claimant may request in writing that Textron review the determination.  The Claimant or his duly authorized representative may, but need not, review the relevant documents and submit issues and comment in writing for consideration by Textron.  If the Claimant does not request a review of the initial determination within such 60-day period, the Claimant shall be barred from challenging the determination.
 
(d)                                  Review of Initial Determination .  Within 60 days after Textron receives a request for review, it will review the initial determination.  If special circumstances require that the 60-day time period be extended, Textron
 
19 

 
will so notify the Claimant and will render the decision as soon as possible, but no later than 120 days after receipt of the request for review.
 
(e)                                   Decision on Review .  All decisions on review shall be final and binding with respect to all concerned parties.  The decision on review shall set forth, in a manner calculated to be understood by the Claimant, (1) the specific reasons for the decision, shall including references to the relevant Plan provisions upon which the decision is based; (2) the Claimant’s right to receive, upon request and free of charge, reasonable access to and copies of all documents, records, and other information, relevant to his benefits; and (3) the Claimant’s right to bring an action for benefits under Section 502(a) of ERISA.
 
8.07                         Enforcement Following a Change in Control .  If, after a Change in Control, any claim is made or any litigation is brought by a Participant or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the “person” or “group” described in Section 1.04 shall be liable, jointly and severally, to reimburse the Participant or Beneficiary for the Participant’s or Beneficiary’s reasonable attorney’s fees and costs incurred during the Participant’s or Beneficiary’s lifetime in pursuing any such claim or litigation, and to pay prejudgment interest at the Prime Rate as quoted in the Money Rates section of The Wall Street Journal on any money award or judgment obtained by the Participant or Beneficiary, payable at the same time as the underlying award or judgment.  Any reimbursement pursuant to the preceding sentence shall be paid to the Participant no earlier than six months after the Participant’s Separation From Service, and shall be paid to the Participant or Beneficiary no later than the end of the calendar year following the year in which the expense was incurred.  The reimbursement shall not be subject to liquidation or exchange for another benefit, and the amount of reimbursable expense incurred in one year shall not affect the amount of reimbursement available in another year.
 
Article IX - Amendment and Termination
 
9.01                         Amendment .  Subject to paragraphs (a) and (b) below, the Board or its designee shall have the right to amend, modify, or suspend this Plan at any time by written resolution or other formal action reflected in writing.
 
(a)                                  No amendment, modification, or suspension shall reduce the amount credited to a Participant’s Account immediately before the effective date of the amendment, modification, or suspension.
 
(b)                                  Following a Change in Control, no amendment, modification, or suspension shall be made that directly or indirectly reduces any right or benefit provided upon a Change in Control.
 
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9.02                         Delegation of Amendment Authority .  The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to amend the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board to make a further delegation of the authority to amend the Plan.
 
9.03                         Termination .  The Board or its designee shall have the right to terminate this Plan at any time before a Change in Control by written resolution.  No termination of the Plan shall reduce a Participant’s Account immediately before the effective date of the termination.
 
9.04                         Distributions Upon Plan Termination .  Upon the termination of the Plan by the Board with respect to all Participants, and termination of all arrangements sponsored by any Textron Company that would be aggregated with the Plan under IRC Section 409A, Textron shall have the right, in its sole discretion, and notwithstanding any elections made by the Participant, to pay the Participant’s vested Account in a lump sum, to the extent permitted under IRC Section 409A. All payments that may be made pursuant to this Section 9.04 shall be made no earlier than the thirteenth month and no later than the twenty-fourth month after the termination of the Plan.  Textron may not accelerate payments pursuant to this Section 9.04 if the termination of the Plan is proximate to a downturn in Textron’s financial health.  If Textron exercises its discretion to accelerate payments under this Section 9.04, it shall not adopt any new arrangement that would have been aggregated with the Plan under IRC Section 409A within three years following the date of the Plan’s termination.
 
Article X - Miscellaneous
 
10.01                  Use of Masculine or Feminine Pronouns .  Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural.
 
10.02                  Transferability of Plan Benefits .
 
(a)                                  Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participant’s benefit under the Plan, provided that (1) the domestic relations order would be a “qualified domestic relations order” within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participant’s earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the
 
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Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum.
 
(b)                                  Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  A Participant may, with the written approval of Textron, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved.  Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or Beneficiary.
 
10.03                  Section 409A Compliance .  The Plan is intended to comply with IRC Section 409A and should be interpreted accordingly.  Any distribution election that would not comply with IRC Section 409A is not effective.  To the extent that a provision of this Plan does not comply with IRC Section 409A, such provision shall be void and without effect.  Textron does not warrant that the Plan will comply with IRC Section 409A with respect to any Participant or with respect to any payment, however.  In no event shall any Textron Company; any director, officer, or employee of a Textron Company (other than the Participant); or any member of Textron be liable for any additional tax, interest, or penalty incurred by a Participant or Beneficiary as a result of the Plan’s failure to satisfy the requirements of IRC Section 409A, or as a result of the Plan’s failure to satisfy any other requirements of applicable tax laws.
 
10.04                  Controlling State Law .  This Plan shall be construed in accordance with the laws of the State of Delaware.
 
10.05                  No Right to Employment .  Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant of continued employment at any Textron Company.
 
10.06                  Additional Conditions Imposed .  Textron, the Chief Executive Officer and the Chief Human Resources Officer may impose such other lawful terms and conditions on participation in this Plan as deemed desirable.
 
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IN WITNESS WHEREOF, Textron Inc. has caused this amended and restated Plan to be executed by its duly authorized officer, to be effective as of October 5, 2015, except where otherwise provided in the Plan.

 	 	TEXTRON INC.	
 	 	 	
 	By:	/s/ Cheryl Johnson	
 	 	Cheryl Johnson	
 	 	Executive Vice President, Human Resources	
 	 	 	
 	Date:	October 5, 2015	
 
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DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES

 
APPENDIX A

 
PROVISIONS OF THE
 DEFERRED INCOME PLAN FOR
TEXTRON KEY EXECUTIVES
 
(As in effect before January 1, 2008)

 	 	 	

 
DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES
APPENDIX A — KEY EXECUTIVE PLAN
 
TABLE OF CONTENTS

Introduction	1	
 	 	
Article I—Definitions	2	
 	 	
Article II—Participation and Deferred Income	4	
 	 	
Article III—Participant’s Accounts, Interest, and Earnings	5	
 	 	
Article IV—Benefits	8	
 	 	
Article V—Payment of Benefits	9	
 	 	
Article VI—Beneficiaries	10	
 	 	
Article VII—Unfunded Plan	11	
 	 	
Article VIII—Plan Administration	12	
 	 	
Article IX—Miscellaneous	13	
 
i 

 
DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES
APPENDIX A — KEY EXECUTIVE PLAN
 
Introduction
 
Before January 1, 2008, the Deferred Income Plan for Textron Key Executives (the “Key Executive Plan”) and the Textron Inc. Deferred Income Plan for Executives (the “Executive Plan”) were separate nonqualified deferred compensation plans, each of which provided both elective and nonelective deferred compensation for designated executives of Textron and its affiliates.  The Key Executive Plan and the Executive Plan were combined effective January 1, 2008, to form the Deferred Income Plan for Textron Executives.
 
A.                                     Key Executive Protected Benefits
(Earned and Vested Before 2005)
 
The portion of Appendix A that follows this Introduction sets forth the provisions of the Key Executive Plan as in effect on October 3, 2004, when IRC Section 409A was enacted as part of the American Jobs Creation Act of 2004, with certain modifications imposing additional restrictions on distributions and changing provisions for measuring investment returns.  Key Executives’ deferred compensation that was earned and vested (within the meaning of Section 409A) before January 1, 2005, and any subsequent increases that are permitted to be included in this amount under Section 409A (“Key Executive Protected Benefits”), are calculated and paid solely as provided in Appendix A, and are not subject to any other provisions of the Deferred Income Plan for Textron Executives.
 
The Key Executive Protected Benefits are not intended to be subject to IRC Section 409A.  No amendment to this Appendix A that would constitute a “material modification” for purposes of IRC Section 409A shall be effective unless the amending instrument states that it is intended to materially modify Appendix A and to cause the Key Executive Protected Benefits to become subject to IRC Section 409A.  Although the Key Executive Protected Benefits are not intended to be subject to IRC Section 409A, no Textron Company (nor any director, officer, or other representative of a Textron Company) shall be liable for any adverse tax consequence suffered by a Participant or Beneficiary if a Key Executive Protected Benefit becomes subject to IRC Section 409A.
 
B.                                     Benefits Subject To Section 409A
(Earned or Vested From 2005 Through 2007)
 
Deferred compensation earned by Key Executives after 2004, and deferred compensation that became vested after 2004, are subject to the provisions of IRC Section 409A.  To the extent that these benefits were earned under the Key Executive Plan before January 1, 2008, the benefits shall be calculated under the provisions of the Key Executive Plan set forth in this Appendix A.  However, any benefits earned or vested under the Key
 
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Executive Plan after 2004 shall be paid exclusively as provided in the Deferred Income Plan for Textron Executives (not including any appendix to the Deferred Income Plan for Textron Executives), and shall not be subject to any provision of Appendix A that relates to the time or form of payment or distribution of benefits.
 
Section 5.01 requires a Participant to make an election if the Participant wishes to request one of the distribution options in Section 5.02.  This election provision was effective as of July 25, 2007, the date on which the Plan was adopted by the Board.
 
Key Executive Plan
 
The text that follows sets forth the provisions of the Key Executive Plan as in effect on October 3, 2004, and as modified thereafter in certain respects that do not constitute “material modifications” for purposes of IRC Section 409A.  The defined terms in Appendix A relate only to the provisions set forth in Appendix A: they do not apply to any other provisions of the Deferred Income Plan for Textron Executives, and terms defined elsewhere in the Deferred Income Plan for Textron Executives do not apply to Appendix A.  No additional benefits shall accrue or be deferred under Appendix A after December 31, 2007.
 
Article I—Definitions
 
In this document, the following terms shall have the meanings set forth in this Article, unless a contrary or different meaning is expressly provided:
 
1.01                         “Beneficiary” means the person or persons entitled under this Plan to receive Plan benefits after a Participant’s death.
 
1.02                         “Board” means the Board of Directors of Textron.
 
1.03                         “Compensation” means base salary, annual incentive compensation, cash distributions for performance share units under a long term incentive compensation plan, and any other item designated as Compensation under this Plan by Textron.
 
1.04                         “Deferral Period” means for a Participant (1) any complete months remaining in the calendar year in which she becomes a Key Executive, and (2) each succeeding calendar year in which she is a Key Executive.
 
1.05                         “Deferred Income” means any Compensation the receipt of which is deferred under this Plan.
 
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“Automatic Deferred Income” means amounts in excess of 100% of a Participant’s Annual Incentive Compensation Target, as defined in Section 4.01(a) of the Annual Incentive Compensation Plan for Textron Employees, in the years following a Participant’s fifth full year of participation in this Plan, but only if the Participant has not achieved or maintained a Minimum Stock Ownership Level.
 
“Discretionary Deferred Income” means additional contributions made at Textron’s discretion to any account maintained for a Participant under this Plan.
 
“Elective Deferred Income” means amounts elected by the Participant to be deferred under this Plan.
 
1.06                         “Determination Date” means the last day of each calendar month.
 
1.07                         “Fund Election Agreement” means an agreement in a form prescribed by Textron, by which a Participant elects the funds that will be used to determine earnings on Deferred Income.
 
1.08                         “Interest” means interest computed under Article III of this Plan.
 
1.09                         “Key Executive” means an employee of a Textron Company who has been and continues to be designated as a Key Executive under the Plan by Textron’s Chief Executive Officer and Chief Human Resources Officer.
 
1.10                         “Participant” means a Key Executive who is participating in this Plan pursuant to Article II and, unless the context clearly indicates to the contrary, a former Participant who is entitled to benefits under this Plan.
 
1.11                         “Participation Agreement” means an agreement in a form prescribed by Textron, by which a Participant elects to defer the receipt of Compensation pursuant to this Plan.
 
1.12                         “Plan” means this Deferred Income Plan for Textron Key Executives, as amended and restated from time to time.
 
1.13                         “Stock Ownership” means Textron shares obtained through open market purchases and stock option exercises, shares in the Textron Savings Plan, stock units in the Deferred Income Plan and in the Supplemental Benefits Plan; and any other share or share equivalent approved by the Board as qualified stock ownership.
 
“Minimum Stock Ownership Level” means a dollar value of Textron shares that equals or exceeds as of the end of the third quarter each year:
 
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Participant	 	Minimum Stock Ownership Level	
CEO/COO	 	5 times base salary         	
Other TLT Members	 	3 times base salary         	
Other Corporate Officers	 	2 times base salary         	
All Other Key Executives	 	1 times base salary         	
 
1.14                         “Textron” means Textron Inc., a Delaware corporation, and any successor of Textron Inc.
 
1.15                         “Textron Company” means Textron or any company controlled by or under common control with Textron.
 
1.16                         “Textron Employment” means employment with a Textron Company. Leaves of absence for such periods and purposes as are approved by Textron and transfers of employment within or between Textron Companies shall not be deemed interruptions of Textron Employment.
 
1.17                         “Total Disability” has the same meaning under this Plan as in the Textron Master Retirement Plan with respect to any Participant at the date his Textron Employment ends.
 
Article II—Participation and Deferred Income
 
2.01                         A Participant indicates his choices under this Plan for a Deferral Period by filing a Participation Agreement and, if applicable, a Fund Election agreement with Textron within the time specified by Textron.
 
2.02                         For any complete calendar months remaining in the calendar year in which a Participant becomes a Key Executive, she may defer up to 100% of her Compensation otherwise payable during those months. For any subsequent Deferral Period, a Participant may defer up to 25% of her base salary, and up to 100% of her Compensation other than base salary, otherwise payable during that period. (For purposes of this 25% limitation, “base salary” includes any base salary the receipt of which by the Participant is deferred under the Textron Savings Plan or this Plan.) A Participant may not defer any Compensation which she has earned at the time she files her Participation Agreement relating thereto.
 
2.03                         Textron may, at a Participant’s request but in its sole discretion, suspend in whole or in part a Participant’s commitment under any Participation Agreement for such time as it may deem necessary upon a finding that the Participant has suffered a severe financial hardship.
 
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2.04                         If at any time a Participant shall cease to be a Key Executive, his Participation Agreements and Deferral Periods shall terminate at that time and no further Deferred Income shall be withheld from his Compensation.
 
2.05                         No Deferred Income, Interest or dividends shall be payable to a Participant while he is employed by a Textron Company.
 
2.06                         Textron shall withhold for taxes or other reasons as required by law.
 
Article III—Participant’s Accounts, Interest, and Earnings
 
3.01                         (a)                                  For record-keeping purposes only, Textron shall maintain a Moody’s Account, a Stock Unit Account and an Interest Account, as is necessary, for each Participant who has Deferred Income under this Plan.
 
(b)                                  Textron may in its sole discretion from time to time make additional contributions to any account maintained for a Participant. These additional contributions, if any, may be subject to a vesting schedule set by Textron.
 
(c)                                   The existence of these accounts shall not require any segregation of assets.
 
(d)                                  Amount deferred as Elective Deferred Income and Automatic Deferred Income shall always be 100% vested.
 
3.02                         The Moody’s Account shall reflect a Participant’s investment in an interest-bearing account.
 
(a)                                  The Moody’s Account shall be adjusted as of each Determination Date and shall consist of (1) the balance of the Account as of the immediately preceding Determination Date, (2) amounts of Deferred Income credited to the Account in the intervening month, and (3) Interest earned since the immediately preceding Determination Date based on one-twelfth of the applicable interest rate(s) described in Sections 3.03 or 3.04 on the average daily balance of the Account (or portion thereof) during the intervening month; reduced by (4) any distributions from the account (or portion thereof) during the intervening month.
 
(b)                                  The interest rates applicable to the Moody’s Account shall be either the Moody’s Rate or the Moody’s Plus Rate.
 
3.03                         The Moody’s Rate shall be the average for the calendar month in which the applicable Determination Date falls of the Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected
 
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by Textron.  For Participant deferrals made prior to 2002, the crediting rate shall not be less than 8% per year.
 
3.04                         (a)                                  The Moody’s Plus Rate applicable on a Determination Date to any portion of the Moody’s Account which is attributable to Deferred Income deferred before 1988 shall be the average described in Section 3.03, plus three percentage points. The crediting rate shall not be less than 11% per year for deferrals made prior to 1988.
 
(b)                                  The Moody’s Plus Rate applicable on a Determination Date to any portion of the Moody’s Account which is attributable to deferrals from 1988 through 2001 shall be the average described in Section 3.03, plus two percentage points. The crediting rate shall not be less than 10% per year for deferrals made from 1988 through 2001.
 
(c)                                   For deferrals made on or after January 1, 2002, the Rate on the Determination Date shall be the Moody’s Rate.
 
3.05                         The Stock Unit Account shall consist of stock units, which are phantom shares of Textron Common Stock, accumulated and accounted for under this Plan for the sole purpose of determining the cash amount of any distribution on account of this portion of Deferred Income.  Notwithstanding any Plan provision to the contrary, 100% of Automatic Deferred Income shall be deferred to the Stock Unit Account.
 
3.06                         The Stock Unit Account shall be adjusted as of each Determination Date and shall consist of the stock units (1) in the account as of the immediately preceding Determination Date, (2) credited under Section 3.07 and 3.08 during the intervening month, and (3) credited under Section 3.09 during the intervening month.
 
3.07                         (a)                                  To the extent that a Participant puts Elective Deferred Income in the Stock Unit Account, the amount initially credited to her Account shall equal 110% of such Compensation deferred on or after January 1, 2002.
 
(b)                                  The amount in excess of 100% of the Elective Deferred Income is the “Textron Company Contribution.” A Participant’s right to receive the Textron Company Contribution, as adjusted under Section 3.09, shall become nonforfeitable according to this schedule:
 
(1) 50% on December 31 of the calendar year in which that Elective Deferred Income otherwise would have been paid to him, but only if his Textron Employment continues on that December 31; and
 
(2) the remaining 50% on the next December 31, but only if his Textron Employment continues on that next December 31.
 
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(c)                                   A Participant’s right to receive her Textron Company Contribution shall be nonforfeitable in the event her Textron employment ends because of disability or death.
 
(d)                                  A Participant’s right to receive her Textron Company Contribution shall become nonforfeitable according to the above schedule if a Participant ends employment when she is at least 55 with ten or more years of Textron service, or is at least age 60, or has completed 20 or more years of Textron service.
 
3.08                         With respect to deferrals into this Plan of amounts from the Annual Incentive Compensation Plan for Textron Employees and the Long Term Incentive Plan for Textron Employees, Textron shall credit stock units to a Participant’s Stock Unit Account, equal to the number of shares the deferred amount could have purchased at the “Current Value” of a share of Textron Common Stock. The Current Value is defined in Section 3.07 of the Long Term Incentive Plan for Textron Employees. With respect to deferrals into this Plan of any other amounts, each month Textron shall credit stock units to a Participant’s Stock Unit Account equal in number to the number of shares of Textron Common Stock that the deferred amount could have purchased at a price per share equal to the average of the composite closing prices of Textron Common Stock, as reported in The Wall Street Journal for the month the contribution is credited.
 
3.09                         From time to time, Textron shall credit Stock Units to a Participant’s Stock Unit Account equal to the number of shares of Textron Common Stock that would have been allocated on account of dividends to the Participant’s Stock Unit Account as of that date, based on the following price:
 
(a)                                  For credits before October 1, 2013, the average of the composite closing prices of Textron Common Stock, as reported in The Wall Street Journal , for the month in which the date of record occurs; and
 
(b)                                  For credits after September 30, 2013, the closing price of Textron common stock on the date the credit is posted to the Participant’s Stock Unit Account, as reflected in the Plan’s recordkeeping system.
 
3.10                         The number of Stock Units credited to a Participant’s account under this Article III shall be adjusted, without receipt of any consideration by Textron, on account of any recapitalization, stock split, stock dividend or similar increase or decrease affecting Textron Common Stock, as if the Stock Units were actually shares of Textron Common Stock.
 
3.11                         The Interest Account shall be established when the benefits relating to a Participant’s Stock Unit Account become due to the Participant under Article IV. A Participant who has terminated her Textron employment may request to
 
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transfer all or part of her Stock Unit Account in cash to her Interest Account in accordance with the following rules.
 
(a)                                  Any transfer made shall be made in cash and shall be in an amount equal to the product of (1) the value of a share of Textron Common Stock on the date as of which the stock units are converted and transferred to the Interest Account (as described in subsections (b) or (c), below, as applicable), times (2) the number of whole and fractional stock units which are nonforfeitable, times (3) the percentage being transferred.
 
(b)                                  Before October 1, 2013, a Participant may, once each calendar month, request to transfer in 5% increments (with a minimum transfer of 10% of the Stock Unit Account), effective the first calendar day of the month following the minimum notice of three business days, any amount in her Stock Unit Account to her Interest Account.  The value of a share of Textron Common Stock as of any date shall be the average of the composite closing prices, as reported in The Wall Street Journal , for the first ten trading days of the effective month.
 
(c)                                   After September 30, 2013, a Participant may, once each trading day, request to transfer in 1% increments any amount in his Stock Unit Account to her Interest Account.  Such transfer shall take effect as soon as practicable after the request is received and processed.  For purposes of the transfer, the value of a share of Textron common stock shall be the closing price on the first trading day that ends after the request is received and processed, as reflected in the Plan’s recordkeeping system.
 
(d)                                  Interest on amounts in the Interest Account will be credited monthly at the Moody’s Rate.  Stock units transferred related to deferrals made prior to January 1, 2002, shall have a minimum rate of 8%.
 
Article IV—Benefits
 
4.01                         If a Key Executive’s Textron Employment ends other than by death or for less than acceptable performance (1) at or after age 62, or (2) as a result of Total Disability, the amount credited to his Moody’s Account at the Moody’s Plus Rate, the amount in his Stock Unit Account which is then nonforfeitable according to Section 3.07, and the amount in his Interest Account, shall be distributed in accordance with Article V.
 
4.02                         If a Participant’s Textron Employment ends because of death, the benefit distributed pursuant to Article IV shall be the sum of the amount credited to her Moody’s Account (computed at the Moody’s Plus Rate), and the amount in her Stock Unit Account.
 
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4.03                         If a Key Executive’s Textron Employment ends other than as described in Section 4.01 or a Participant’s Textron Employment ends other than as described in Section 4.02, the amount credited to his Moody’s Account computed at the Moody’s Rate (unless the Chief Executive Officer and Chief Human Resources Officer of Textron in their sole discretion approve computation at the Moody’s Plus Rate), the amount in his Stock Unit Account which is then nonforfeitable according to Section 3.07, and the amount in his Interest Account, shall be distributed in accordance with Article V.
 
4.04                         In the event of a Change in Control as defined in Section 9.03, the amount credited to her Moody’s Account computed at the Moody’s Plus Rate, the amount in her Stock Unit Account and the amount in her Interest Account shall be distributed in accordance with Article V.
 
4.05                         Benefits shall be payable to a Participant or Beneficiary under only one Section of this Article IV.
 
Article V—Payment of Benefits
 
5.01                         Textron shall choose in its sole discretion the methods in Section 5.02 by which benefits payable under Article IV shall be distributed, after considering any method of payment requested by the Participant or by the Beneficiaries entitled to receive the benefits.
 
A Participant who wishes to request a form of payment must file an election to indicate her preferred form of payment; but all Participant elections shall be subject to Textron’s discretion to change the elected form of payment as provided in the preceding sentence.  If the Participant terminated before January 1, 2002, the Participant must file the election by December 31, 2008; any other Participant must file the election by December 31, 2007.  Textron may impose conditions on the new benefit election (including, but not limited to, a requirement that the Participant elect the same form of payment for his pre-2005 Account under this Appendix A and his post-2004 account under the Deferred Income Plan for Textron Executives).  If the current value of a Participant’s Deferred Income Plan Accounts is $100,000 or less at termination, or if the Participant fails to request a form of payment before the applicable deadline, such Participant’s accounts shall be paid in a single sum.
 
5.02                         After benefits relating to a Participant’s Moody’s Account, his Stock Unit Account and his Interest Account become payable under Article IV, Textron shall distribute the benefits in accordance with any one of the following methods:
 
(a)                                  Payment in a single sum; or
 
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(b)                                  Payment in a number of annual installments, each payable as soon as practicable after the end of each successive calendar year.  The number of installments shall not exceed the lesser of 15 or life expectancy of the Participant. The annual installments shall be calculated each year by dividing the unpaid amount of the benefits as of January 1 of that year by the remaining number of unpaid installments; or
 
(c)                                   Payment through a combination of the foregoing methods.
 
5.03                         (a)                                  For Participants who terminate prior to January 1, 2002, Plan benefits payable under Section 5.02 shall begin to be paid not later than February 15 of the first calendar year which begins after the date on which (1) the final payment of the Participant’s Compensation is scheduled to be made, or (2) the Participant attains or would have attained age 65, whichever is later. For Participants who terminate on or after January 1, 2002, Plan benefits under Section 5.02 shall begin to be paid not later than February 15 following the year the Participant terminated, or sixty days after termination of employment, whichever is later.
 
(b)                                  Effective for benefits paid after September 30, 2013, payments made in accordance with Section 5.02(b) (installments) or (c) (combination of lump sum and installments) shall be taken first from amounts in the Interest Account related to deferrals made after 2001, next from Moody’s Account amounts described in Section 3.04(c) (deferrals made on and after January 1, 2002), next from amounts in the Interest Account attributable to pre-2002 deferrals, next from pre-2002 Moody’s Account amounts described in Section 3.03, next from Section 3.04(b) (deferrals from 1988 through 2001), next from Section 3.04(a) (deferrals before 1988), and lastly from the Stock Unit Account.
 
5.04                         Notwithstanding any Plan provision to the contrary, the amount then credited to the Moody’s Account, Stock Unit Account and Interest Account of each Key Executive shall become due and payable immediately upon a Change in Control as defined in Section 9.03.
 
5.05                         Before October 1, 2013, distributions under this Article V were taken from each account in which there was an amount on a pro-rata basis, and amounts were taken from the Moody’s account in the order prescribed by Section 5.03(b) of Appendix A as then in effect.
 
Article VI—Beneficiaries
 
6.01                         A Participant may designate one or more Beneficiaries to receive Plan benefits payable on the Participant’s account after his death. A Beneficiary may designate one or more Beneficiaries to receive any unpaid Plan benefits to the extent this designation does not contravene any designation filed by the deceased Participant through whom the Beneficiary himself claims under this Plan. Beneficiaries shall
 
10 

 
be designated only upon forms made available by or satisfactory to Textron, and filed by the Participant or Beneficiary with Textron.  Effective January 1, 2008, any payment to a Beneficiary shall be made in a lump sum.  If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum on the first business day of January 2008.
 
6.02                         At any time prior to his death, a Participant or Beneficiary may change his own designation of Beneficiary by filing a substitute designation of Beneficiary with Textron.
 
6.03                         In the absence of an effective designation of Beneficiary, or if all persons so designated shall have predeceased the Participant/Beneficiary or shall have died before the complete distribution of Plan benefits, the balance of Plan benefits shall be paid to the Participant/Beneficiary’s surviving spouse or, if none, to the Participant/Beneficiary’s issue per stirpes or, if no issue, to the executor or administrator of the Participant/Beneficiary’s estate.
 
6.04                         If a Participant’s Compensation or a Plan benefit is community property, any designation of Beneficiary shall be valid or effective only as permitted under applicable law.
 
6.05                         If a Plan benefit is payable to a minor or person declared incompetent or to a person incapable of handling the disposition of his property, Textron may pay such Plan benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or person. Textron may require proof of incompetency, minority, incapacity or guardianship as it deems appropriate prior to distribution of the Plan benefit. Such distribution shall completely discharge any Textron Company from all liability with respect to such benefit.
 
Article VII—Unfunded Plan
 
7.01                         Benefits to be provided under this Plan are unfunded obligations of Textron. Nothing contained in this Plan shall require Textron to segregate any monies from its general funds, to create any trust, to make any special deposits, or to purchase any policies of insurance with respect to such obligations. If Textron elects to purchase individual policies of insurance on one or more of the Participants to help finance its obligations under this Plan, such individual policies and the proceeds therefrom shall at all times remain the sole property of Textron and neither the Participants whose lives are insured nor their Beneficiaries shall have any ownership rights in such policies of insurance.
 
7.02                         This Plan is maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated
 
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employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended.
 
Article VIII—Plan Administration
 
8.01                         Textron shall be the plan administrator of this Plan and shall be solely responsible for its general administration and interpretation. Textron shall have all such powers as may be necessary to carry out the provisions hereof and may from time to time establish rules for the administration of this Plan and the transaction of its business. Subject to Section 8.05, any action by Textron shall be final, conclusive and binding on each Participant and all persons claiming by, through or under any Participant. Textron (and any person or persons to whom it delegates any of its authority as plan administrator) shall have discretionary authority to determine eligibility for Plan benefits, to construe the terms of the Plan, and to determine all questions arising in the administration of the Plan, and shall make all such determinations and interpretations in a nondiscriminatory manner.  The Board may exercise Textron’s authority as plan administrator, and the authority to administer the Plan may be delegated as provided in Section 8.02.
 
8.02                         The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to administer the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board or officer of Textron to make a further delegation of the authority to administer the Plan.
 
8.03                         Textron may employ or engage such agents, accountants, actuaries, counsel, other experts and other persons as it deems necessary or desirable in connection with the interpretation and administration of this Plan. Textron shall be entitled to rely upon all certifications made by an accountant selected by Textron. Textron and its committees, officers, directors and employees shall not be liable for any action taken, suffered or omitted by them in good faith in reliance upon the advice or opinion of any such agent, accountant, actuary, counsel or other expert. All action so taken, suffered or omitted shall be conclusive upon each of them and upon all other persons interested in this Plan.
 
8.04                         Textron may require proof of the death or Total Disability of any Participant, former Participant or Beneficiary and evidence of the right of any person to receive any Plan benefit.
 
8.05                         Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 8.06 of the Deferred Income Plan for Textron Executives.
 
8.06                         Textron shall withhold from benefits paid under this Plan any taxes or other amounts required to be withheld by law.
 
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Article IX—Miscellaneous
 
9.01                         Unless a contrary or different meaning is expressly provided, each use in this Plan of the masculine or feminine gender shall include the other and each use of the singular number shall include the plural.
 
9.02                         (a)                                  Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participant’s benefit under the Plan, provided that (1) the domestic relations order would be a “qualified domestic relations order” within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participant’s earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum.
 
(b)                                  Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  A Participant may, with the written approval of Textron, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved.  Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or Beneficiary.
 
9.03                         Notwithstanding any provision to the contrary, the Board or its designee shall have the right to amend, modify, suspend or terminate this Plan at any time by written ratification of such action; provided, however, that no amendment, modification, suspension or termination:
 
(a)                                  Shall reduce the amount credited to any Moody’s Account, Stock Unit Account or Interest Account immediately before the effective date of the amendment, modification, suspension or termination; or
 
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(b)                                  Shall be made to Article V or this Section 9.03 following a Change in Control.
 
If after a Change in Control any claim is made or any litigation is brought by a Participant or Beneficiary to enforce or interpret any provision contained in this Plan, Textron and the “person” or “group” described in the next following sentence shall be liable, jointly and severally, to indemnify the Participant or Beneficiary for the Participant’s or Beneficiary’s reasonable attorney’s fees and disbursements incurred in any such claim or litigation and for prejudgment interest as provided in Section 8.07 of the Deferred Income Plan for Textron Executives.
 
For purposes of this Plan, a “Change in Control” shall occur if (i) any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Act”)) other than Textron, any trustee or other fiduciary holding Textron common stock under an employee benefit plan of Textron or a related company, or any corporation which is owned, directly or indirectly, by the stockholders of Textron in substantially the same proportions as their ownership of Textron common stock, is or becomes (other than by acquisition from Textron or a related company) the “beneficial owner” (as defined in Rule 13d-3 under the Act) of more than 30% of the then outstanding voting stock of Textron, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or whose nomination for election by Textron’s stockholders was approved by a vote of at least two thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority thereof, or (iii) stockholders of Textron approve a merger or consolidation of Textron with any other corporation, other than a merger or consolidation which would result in the voting securities of Textron outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of Textron or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders of Textron approve a plan of complete liquidation of Textron or an agreement for the sale or disposition by Textron of all or substantially all of Textron’s assets.
 
9.04                         The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to amend the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board to make a further delegation of the authority to amend the Plan.
 
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9.05                         This Plan shall be construed in accordance with the laws of the State of Delaware.
 
9.06                         Nothing contained in this Plan shall be construed as a contract of employment between any Participant and any Textron Company, or to suggest or create a right in any Participant to be continued in employment as a Key Executive or other employee of any Textron Company.
 
9.07                         Textron, the Chief Executive Officer, and the Chief Human Resources Officer may impose such other lawful terms and conditions on participation in this Plan as deemed desirable.
 
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DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES

 
APPENDIX B

 
PROVISIONS OF THE
TEXTRON INC. DEFERRED INCOME
PLAN FOR EXECUTIVES
 
(As in effect before January 1, 2008)

 	 	 	

 
DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES
APPENDIX B — EXECUTIVE PLAN
 
TABLE OF CONTENTS

Introduction	1	
 	 	
1.	Statement of Purpose	2	
 	 	 	
2.	Definitions	2	
 	 	 	
3.	Administration of the Plan	5	
 	 	 	
4.	Participation	5	
 	 	 	
5.	Vesting of Deferred Compensation Account	6	
 	 	 	
6.	Accounts and Valuations	6	
 	 	 	
7.	Benefits	7	
 	 	 	
8.	Beneficiary Designation	8	
 	 	 	
9.	Amendment and Termination of Plan	8	
 	 	 	
10.	Miscellaneous	9	
 
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DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES
APPENDIX B — EXECUTIVE PLAN
 
Introduction
 
Before January 1, 2008, the Deferred Income Plan for Textron Key Executives (the “Key Executive Plan”) and the Textron Inc. Deferred Income Plan for Executives (the “Executive Plan”) were separate nonqualified deferred compensation plans, each of which provided both elective and nonelective deferred compensation for designated executives of Textron and its affiliates.  The Key Executive Plan and the Executive Plan were combined effective January 1, 2008, to form the Deferred Income Plan for Textron Executives.
 
A.                                     Executive Protected Benefits
(Earned and Vested Before 2005)
 
The portion of Appendix B that follows this Introduction sets forth the provisions of the Executive Plan as in effect on October 3, 2004, when IRC Section 409A was enacted as part of the American Jobs Creation Act of 2004, with certain modifications imposing additional restrictions on distributions and changing provisions for measuring investment returns.  Executives’ deferred compensation that was earned and vested (within the meaning of Section 409A) before January 1, 2005, and any subsequent increases that are permitted to be included in this amount under Section 409A (“Executive Protected Benefits”), are calculated and paid solely as provided in Appendix B, and are not subject to any other provisions of the Deferred Income Plan for Textron Executives.
 
The Executive Protected Benefits are not intended to be subject to IRC Section 409A.  No amendment to this Appendix B that would constitute a “material modification” for purposes of IRC Section 409A shall be effective unless the amending instrument states that it is intended to materially modify Appendix B and to cause the Executive Protected Benefits to become subject to IRC Section 409A.  Although the Executive Protected Benefits are not intended to be subject to IRC Section 409A, no Textron Company (nor any director, officer, or other representative of a Textron Company) shall be liable for any adverse tax consequence suffered by a Participant or Beneficiary if a Key Executive Protected Benefit becomes subject to IRC Section 409A.
 
B.                                     Benefits Subject To Section 409A
(Earned or Vested From 2005 Through 2007)
 
Deferred compensation earned by Executives after 2004, and deferred compensation that became vested after 2004, are subject to the provisions of IRC Section 409A.  To the extent that these benefits were earned under the Executive Plan before January 1, 2008, the benefits shall be calculated under the provisions of the Executive Plan set forth in this
 
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Appendix B.  However, any benefits earned or vested under the Executive Plan after 2004 shall be paid exclusively as provided in the Deferred Income Plan for Textron Executives (not including any appendix to the Deferred Income Plan for Textron Executives), and shall not be subject to any provision of Appendix B that relates to the time or form of payment or distribution of benefits.  Although the provisions of the Deferred Income Plan for Textron Executives generally are effective as of January 1, 2008, the provisions that govern the distribution of benefits earned or vested after 2004 under the Executive Plan are effective as of January 1, 2005.
 
Section 7.01(a) requires a Participant to file an Election Form by the end of 2007.  This election provision is effective as of July 25, 2007, the date on which the Plan was adopted by the Board.
 
Executive Plan
 
The text that follows sets forth the provisions of the Executive Plan as in effect on October 3, 2004, and as modified thereafter in certain respects that do not constitute “material modifications” for purposes of IRC Section 409A.  The defined terms in Appendix B relate only to the provisions set forth in Appendix B: they do not apply to any other provisions of the Deferred Income Plan for Textron Executives, and terms defined elsewhere in the Deferred Income Plan for Textron Executives do not apply to Appendix B.  No additional benefits shall accrue or be deferred under Appendix B after December 31, 2007.
 
1.                                       Statement of Purpose
 
The purpose of the Textron Inc. Deferred Income Plan for Executives (the “Plan”) is to aid Textron Inc. (“Textron”) and its subsidiaries in attracting and retaining key employees by providing a non-qualified compensation deferral vehicle.
 
2.                                       Definitions
 
2.01                         Average Moody’s Rate - “Average Moody’s Rate” is the average for the calendar month of the Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. (or any successor thereto), or, if such monthly yield is no longer published, a substantially similar average selected by Textron.
 
2.02                         Beneficiary — “Beneficiary” means the person or persons designated as such in accordance with Section 8.
 
2.03                         Board of Directors — “Board of Directors” means the Board of Directors of Textron Inc.
 
2.04                         Compensation — “Compensation” means the Participant’s annual awards under the Participant’s annual incentive compensation plan, the TQM Special Bonus
 
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Program, the Supplemental Bonus Plan for TFC Executives, the Supplemental Savings Company Contribution Cash Payments or other items deemed Compensation by Textron for purposes of this Plan.
 
2.06                         Cycle — “Cycle” means the twelve month pay-in period for each deferral.  The first Cycle shall begin on January 1, 2001 and end on December 31, 2001.  The following Cycles shall begin on January 1 of each year and end on December 31 of such year.
 
2.07                         Deferral Amount — “Deferral Amount” means the total amount of Elective Deferred Compensation and/or Non-Elective Deferred Compensation actually deferred by the Participant.
 
2.08                         Deferred Compensation Account — “Deferred Compensation Account” means the account maintained on the books of account of Textron for a Participant pursuant to Section 6.
 
2.09                         Disability — “Disability” means the Participant is eligible to receive benefits under a long term disability plan maintained by Textron.
 
2.10                         Distribution Date — “Distribution Date” means the date on which Textron makes distributions from the Participant’s Deferred Compensation Account(s).
 
2.11                         Effective Date — “Effective Date” means the date on which this Plan is effective, January 1, 2001.
 
2.12                         Election Form  — “Election Form” means the form or forms attached to this Plan and filed with Textron by the Participant in order to participate in the Plan.  The terms and conditions specified in the Election Form(s) are incorporated by reference herein and form a part of the Plan.
 
2.13                         Elective Deferred Compensation — “Elective Deferred Compensation” means the total amount elected to be deferred by an Eligible Employee on his/her Election Form.
 
2.14                         Eligible Employee — “Eligible Employee” means U.S. employees of Textron or its subsidiaries, as selected by Textron, who are not Key Executives eligible to participate in the Deferred Income Plan for Textron Key Executives (or any successor plan).
 
2.15                         Moody’s Account — “Moody’s Account” means an investment option providing for interest to be earned based on the Average Moody’s Rate.
 
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2.16                         Non-Elective Deferred Compensation — “Non-Elective Deferred Compensation” means the amount awarded to a Participant by the Board of Directors of Textron pursuant to Section 4.02.
 
2.17                         Participant — “Participant” means an Eligible Employee participating in the Plan in accordance with the provisions of Section 4.
 
2.18                         Plan Year — “Plan Year” means the twelve month period beginning on the first day of the first Cycle in which the Eligible Employee elects to participate in the Plan.  The initial Plan Year will commence on the January 1, 2001 and end on December 31, 2001.  Each later Plan year will begin on January 1 and end on December 31.
 
2.19                         Related Employment — “Related Employment” means the employment of a Participant by an employer that is not Textron, provided (i) such employment is undertaken by the Participant at the request of Textron; (ii) immediately prior to undertaking such employment, the Participant was an employee of Textron, or was engaged in Related Employment as herein defined; and (iii) such employment is recognized by Textron, in its sole discretion, as Related Employment.
 
2.20                         Substantially Equal Installments — “Substantially Equal Installments” means a series of annual payments, such that equal payments over the remaining payment period would exactly amortize the Participant’s Deferred Compensation Account balance in the Moody’s Account as of the Distribution Date if the investment return remained constant at the return credited as of the Valuation Date immediately preceding the Distribution Date for the remainder of the payment period.
 
2.21                         Termination of Employment — “Termination of Employment” means the end of a Participant’s employment with Textron for any reason other than Disability, Related Employment, or the termination of a Participant’s Related Employment if the Participant returns to Textron.
 
2.22                         Valuation Date — “Valuation Date” means the date on which the value of a Participant’s Deferred Compensation Account is determined for each calendar month as provided in Section 6 hereof.  Unless and until changed by Textron, the Valuation Dates within each Cycle shall be the last day of each calendar month.
 
2.23                         Vested Participant — “Vested Participant” means a Participant who would be eligible immediately for normal or early retirement under the qualified pension plan maintained by Textron.
 
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3.                                       Administration of the Plan
 
Textron shall be the administrator of the Plan, and will administer the Plan.  Textron shall have the power to formulate additional details and regulations for carrying out this Plan.  Textron also shall be empowered to make any and all determinations not authorized specifically herein that may be necessary or desirable for the effective administration of the Plan.  Any decision or interpretation of any provision of this Plan adopted by Textron shall be final and conclusive. The Board may exercise Textron’s authority as plan administrator, and the authority to administer the Plan may be delegated as provided in the following paragraph.
 
The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to administer the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board or officer of Textron to make a further delegation of the authority to administer the Plan.
 
4.                                       Participation
 
4.01                         Elective Participation
 
a.                                       Any Eligible Employee may elect to participate in the Plan for a given Cycle by filing a completed Election Form for the Cycle with Textron.  With regard to an election to participate:
 
i.                                           The Election Form must be filed with the Eligible Employee’s plan representative prior to the commencement of the Cycle to which the Election Form pertains, or at such earlier time as determined by Textron.
 
ii.                                        The minimum deferral for a Cycle shall be $5,000.
 
iii.                                     A Participant must receive payment of amounts deferred during a Cycle upon Termination of Employment.  Further, a Participant may elect to receive payment in a lump sum or in up to fifteen (15) annual installments.
 
b.                                       A Participant’s election to defer future Compensation is irrevocable upon the filing of his/her Election Form with Textron, provided, however, that the election may be terminated with respect to Compensation not yet earned by mutual agreement in writing between the Participant and Textron.  Such termination, if approved, shall be effective immediately.
 
4.02                         Non-Elective Participation.   Textron can, in its sole discretion, award to an Eligible Employee Non-Elective Deferred Compensation.  Unless otherwise
 
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specified by Textron, the Participant shall determine, subject to Section 4.01a(iii), the timing and form of payment of any Non-Elective Deferred Compensation at the time it is awarded.
 
5.                                       Vesting of Deferred Compensation Account
 
A Participant’s interest in his/her Deferred Compensation Account shall vest immediately.
 
6.                                       Accounts and Valuations
 
6.01                         Deferred Compensation Accounts.  Textron shall establish and maintain a separate Deferred Compensation Account for each Participant for each Cycle.
 
6.02                         Crediting of Deferred Amounts. Deferred amounts allocated to a Participant’s Moody’s Account will be credited to such account on the first day of the month following the time at which the amounts would otherwise have been paid.
 
6.03                         Interest Rate Credited.   That portion of the Participant’s Deferred Compensation Account in the Moody’s Account shall be credited with interest monthly at a rate equal to the Average Moody’s Rate.
 
6.04                         Timing of Crediting of Interest.   A Participant’s Deferred Compensation Account in the Moody’s Account shall be revalued and credited with interest as of each Valuation Date.  As of each Valuation Date, the value of the Participant’s Deferred Compensation Account in the Moody’s Account shall consist of the balance of such Moody’s Account as of the immediately preceding Valuation Date, plus the amount of any Elective and Non-Elective Deferred Compensation credited to the Moody’s Account, reduced by any distributions from the Moody’s Account.  As of each Valuation Date, interest shall be credited on the average daily balance of the Moody’s Account during the month that includes the Valuation Date.
 
6.05                         Nature of Account Entries.   The establishment and maintenance of Participants’ Deferred Compensation Accounts and the crediting of gains and losses pursuant to this Section 6 shall be merely bookkeeping entries and shall not be construed as giving any person any interest in any specific assets of Textron or of any subsidiary of Textron or any trust created by Textron, including any investments owned by Textron or any such subsidiary or trust.  The hypothetical investment of the Participants’ Deferred Compensation Accounts in the Moody’s Account shall be for bookkeeping purposes only, and shall not require the establishment of actual corresponding funds or investments by Textron.  Benefits accrued under this Plan shall constitute an unsecured general obligation of Textron.
 
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7.                                       Benefits
 
7.01                         Normal Benefit
 
a.                                       A Participant’s Deferred Compensation Account shall be paid to the Participant in accordance with the terms of the Participant’s Election Form, subject to the terms and conditions specified in the Election Form.  Textron may impose conditions on the Participant’s distribution election (including, but not limited to, a requirement that the Participant elect the same form of payment for his entire pre-2005 Account under Appendix B and/or his post-2004 account under the Deferred Income Plan for Textron Executives).  A Participant must file an Election Form before December 31, 2007; a Participant who fails to file an Election Form before that date shall be deemed to have elected to receive her entire Account balance in a lump sum.  If a Participant elects to receive payment of his/her Deferred Compensation Account in the Moody’s Account in installments, subject to a maximum of fifteen (15) installments, payments shall be made in Substantially Equal Installments.  Unless Textron determines otherwise, and subject to the provisions of Section 7.04 as to when payments shall commence, installments shall be paid on the first day of February of each year.
 
b.                                       Notwithstanding the provisions of Section 7.01a, and notwithstanding any contrary election made by the Participant on his/her Election Form, if a Participant has a Termination of Employment, and if the Participant does not qualify as a Vested Participant at the time of his/her Termination of Employment, the Participant’s Deferred Compensation Account balance will be paid to the Participant in a lump sum in the year following the Participant’s Termination of Employment.  However, upon the written request of the Participant, Textron, in its sole discretion, may allow payments to be made to the Participant in up to fifteen (15) annual installments.
 
c.                                        In the event of a Participant’s death before a complete distribution of his or her account, the Participant’s designated Beneficiary will receive an amount equal to the Participant’s Deferred Compensation Account, and such amount shall be paid in a single sum or annual installments (not to exceed 10) in accordance with the Participant’s election.  However, Textron may, in its sole discretion, pay the Participant’s remaining account balance in a single sum if so requested by the Participant’s Beneficiary.  Effective January 1, 2008, any payment to a Beneficiary shall be made in a lump sum.  If a Beneficiary is receiving installment payments as of December 31, 2007, any remaining installments due after 2007 shall be aggregated and paid in a lump sum on the first business day of January 2008.
 
7.02                         Hardship Benefit.   In the event that Textron, upon written petition of the Participant, determines in its sole discretion, that the Participant has suffered an unforeseeable financial emergency, Textron may pay to the Participant, as soon as
 
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is practicable following such determination, an amount necessary to meet the emergency, not in excess of the Deferred Compensation Account credited to the Participant.  The Deferred Compensation Account of the Participant thereafter shall be reduced to reflect the payment of a Hardship Benefit.
 
7.03                         Taxes; Withholding .  To the extent required by law, Textron shall withhold from payments made hereunder an amount equal to at least the minimum taxes required to be withheld by the federal, or any state or local, government.
 
7.04                         Date of Payments.   Except as otherwise provided in this Plan, payments under this Plan shall begin on or before the fifteenth (15th) day of February of the calendar year following receipt of notice by Textron of an event that entitles a Participant (or Beneficiary) to payments under the Plan, or at such earlier date as may be determined by Textron.
 
8.                                       Beneficiary Designation
 
At any time prior to complete distribution of the benefits due to a Participant under the Plan, he/she shall have the right to designate, change, and/or cancel, any person(s) or entity as his/her Beneficiary (either primary or contingent) to whom payment under this Plan shall be made in the event of his/her death.  Each beneficiary designation shall become effective only when filed in writing with Textron during the Participant’s lifetime on a form provided by Textron.  The filing of a new beneficiary designation form will cancel all previously filed beneficiary designations.  Further, any finalized divorce of a Participant subsequent to the date of filing of a beneficiary designation form in favor of Participant’s spouse shall revoke such designation.  Additionally, the spouse of a Participant domiciled in a community property jurisdiction shall join in any designation of Beneficiary other than the spouse.
 
If a Participant fails to designate a Beneficiary as provided above, or if his/her beneficiary designation is revoked by divorce or otherwise without execution of a new designation, or if all designated Beneficiaries predecease the Participant, then the distribution of such benefits shall be made to the Participant’s estate.  If a Beneficiary survives the Participant but dies before receiving a complete distribution of benefits, any remaining amount shall be paid to the estate of such Beneficiary in a lump sum.
 
9.                                       Amendment and Termination of Plan
 
9.01                         Amendment.   The Board may amend the Plan at any time in whole or in part, provided, however, that, except as provided in 9.02, no amendment shall be effective to decrease the benefits under the Plan payable to any Participant or Beneficiary with respect to any Elective or Non-Elective Deferred Compensation deferred prior to the date of the amendment.  Written notice of any amendments
 
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shall be given to each Participant in the Plan.  The Board may, to the extent permitted by applicable law, make a non-exclusive written delegation of the authority to amend the Plan to a committee of the Board or to one or more officers of Textron.  The Board may, to the extent permitted by applicable law, authorize a committee of the Board to make a further delegation of the authority to amend the Plan.
 
9.02                         Termination of Plan
 
a.                                       Company’s Right to Terminate.   The Board may terminate the Plan at any time.
 
b.                                       Payments Upon Termination.   Upon any termination of the Plan under this section, Compensation shall cease to be deferred prospectively, and, with respect to Compensation deferred previously, Textron will pay to the Participant (or the Participant’s Beneficiary, if after the Participant’s death), in a lump-sum, the value of his/her Deferred Compensation Account.
 
10.                                Miscellaneous
 
10.01                  Unsecured General Creditor.   Participants and their beneficiaries, heirs, successors and assignees shall have no legal or equitable rights, interests, or other claims in any property or assets of Textron, nor shall they be beneficiaries of, or have any rights, claims, or interests in any life insurance policies, annuity contracts, or the policies therefrom owned or that may be acquired by Textron (“policies”).  Such policies or other assets of Textron shall not be held in any way as collateral security for the fulfilling of the obligations of Textron under this Plan.  Any and all of Textron’s assets and policies shall be and will remain general, unpledged, unrestricted assets of Textron.  Textron’s obligation under the Plan shall be that of an unfunded and unsecured promise of Textron to pay money in the future.
 
10.02                  Grantor Trust.   Although Textron is responsible for the payment of all benefits under the Plan, Textron, in its sole discretion, may contribute funds as it deems appropriate to a grantor trust for the purpose of paying benefits under this Plan.  Such trust may be irrevocable, but assets of the trust shall be subject to the claims of creditors of Textron.  To the extent any benefits provided under the Plan actually are paid from the trust, Textron shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, Textron.  Participants shall have the status of unsecured creditors on any legal claim for benefits under the Plan, and shall have no security interest in any such grantor trust.
 
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10.03                  Successors and Mergers, Consolidations or Change in Control.   The terms and conditions of this Plan shall inure to the benefit of the Participants and shall bind Textron, its successors, assignees, and personal representatives.  If substantially all of the stock or assets of Textron are acquired by another entity, or if Textron is merged into, or consolidated with, another entity, then the obligations created hereunder shall be obligations of the acquirer or successor entity.
 
10.04                  Non-Assignability.
 
(a)                                  Textron shall recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participant’s benefit under the Plan, provided that (1) the domestic relations order would be a “qualified domestic relations order” within the meaning of IRC Section 414(p) if IRC Section 414(p) were applicable to the Plan (except that the order may require payment to be made to the alternate payee before the Participant’s earliest retirement age), (2) the domestic relations order does not purport to give the alternate payee any right to assets of any Textron Company, (3) the domestic relations order does not purport to allow the alternate payee to defer payments beyond the date when the benefits assigned to the alternate payee would have been paid to the Participant, and (4) the domestic relations order does not require the Plan to make a payment to an alternate payee in any form other than a cash lump sum.
 
(b)                                  Except as provided in subsection (a) concerning domestic relations orders, no amount payable at any time under this Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge or encumbrance of any kind to the extent that the assignment or other action would cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  A Participant may, with the written approval of Textron, make an assignment of a benefit for estate planning or similar purposes if the assignment does not cause the amount to be included in the Participant’s gross income or treated as a distribution for federal income tax purposes.  Any attempt to alienate, sell, transfer, assign, pledge or otherwise encumber any such benefit, whether presently or subsequently payable, shall be void unless so approved.  Except as required by law, no benefit payable under this Plan shall in any manner be subject to garnishment, attachment, execution or other legal process, or be liable for or subject to the debts or liability of any Participant or Beneficiary.
 
10.05                  Employment or Future Eligibility to Participate Not Guaranteed.   Nothing contained in this Plan, nor any action taken hereunder, shall be construed as a contract of employment, or as giving any Eligible Employee any right to be retained in the employ of Textron.  Designation as an Eligible Employee may be revoked at any time by Textron with respect to any Compensation not yet deferred.
 
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10.06                  Protective Provisions.   A Participant will cooperate with Textron by furnishing any and all information requested by Textron in order to facilitate the payment of benefits hereunder, including taking such physical examinations as Textron reasonably may deem necessary (if Textron purchases life insurance to informally fund the Plan) and taking such other relevant action as may be requested by Textron.  If a Participant refuses to cooperate, Textron shall have no further obligation to the Participant under the Plan.
 
10.07                  Gender, Singular and Plural.   All pronouns, and any variations thereof, shall be deemed to refer to the masculine, feminine, or neuter, as the identity of the person(s) or entity(s) may require.  As the context may require, the singular may be read as the plural and the plural as the singular.
 
10.08                  Captions.   The captions to the articles, sections, and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
 
10.09                  Applicable Law.   This Plan shall be governed and construed in accordance with the laws of the State of Delaware.
 
10.10                  Validity.   In the event any provision of this Plan is found to be invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.
 
10.11                  Notice.   Any notice or filing required or permitted to be given to Textron shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the principal office of Textron at 40 Westminster Street, Providence, RI 02903, directed to the attention of the Chief Human Resources Officer.  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.  Any notice to the Participant shall be addressed to the Participant at the Participant’s residence address as maintained in Textron’s records.  Any party may change the address for such party here set forth by giving notice of such change to the other parties pursuant to this Section.
 
10.12                  Claims.  Claims under this Plan shall be filed in writing with Textron, and shall be reviewed and resolved pursuant to the claims procedure in Section 8.06 of the Deferred Income Plan for Textron Executives.
 
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DEFERRED INCOME PLAN
FOR TEXTRON EXECUTIVES

 
APPENDIX C

 
PROVISIONS OF THE
2013 BEECHCRAFT EXCESS SAVINGS AND DEFERRED
COMPENSATION PLAN
 
(As in effect before January 1, 2015)

 	 	 	

 
DEFERRED INCOME PLAN FOR TEXTRON EXECUTIVES
APPENDIX C — BEECHCRAFT SUB-ACCOUNTS
 
Effective January 1, 2015, the 2013 Beechcraft Excess Savings and Deferred Compensation Plan (the “Beechcraft Plan”) is frozen to new deferrals and merged into the Deferred Income Plan for Textron Executives (the “Plan”).  As a result of such merger, Beechcraft Plan balances (valued after market close on December 31, 2014) shall be balances under the Plan and shall be subject to the terms of the Plan, except as otherwise provided in this Appendix C.  Terms not defined in this Appendix C shall have the meaning set forth in Article I of the Plan.
 
1.                                       Participation and Beechcraft Sub-account.   Each individual who had an account under the Beechcraft Plan immediately before the merger shall become a Participant immediately after the merger.  The balance of each affected Participant’s Account immediately after the merger shall equal his account under the Beechcraft Plan immediately before the merger (valued after market close on December 31, 2014) (“Beechcraft Sub-account”).  Each Participant’s Beechcraft Sub-account balance shall be accounted for separately from any other balance.
 
2.                                       Vesting.   Effective immediately after the merger, each Beechcraft Sub-account shall be fully vested.
 
3.                                       Investment Measures.
 
a.               Initial Allocation .  After the merger, each Beechcraft Sub-account balance shall be adjusted for investment gains and losses, based on the Moody’s Account or the Stock Unit Account, at the same time and in the same manner as other Plan Accounts.  Each Beechcraft Sub-account balance shall be allocated to the Moody’s Account or the Stock Unit Account in accordance with elections made by the affected Participants before the merger.  If an affected Participant did not file an election before the deadline established by the Plan’s administrator, his Beechcraft Sub-account shall be allocated to the Moody’s Account.
 
b.               Changing Investment Allocation .  After the merger, the rules in Section 3.05 of the Plan for transferring Account balances shall apply to transferred Beechcraft Sub-account balances.  Accordingly, a Participant shall not be permitted to change the investment allocation for his Beechcraft Sub-account balances until after he has Separated From Service; and after a Separation From Service, a Participant may transfer amounts from the Stock Unit Account to the Moody’s Account, but not from the Moody’s Account to the Stock Unit Account.
 
4.                                       Time and Form of Payment.   Beechcraft Sub-account balances shall be paid at the time and in the form prescribed by the Beechcraft Plan and the affected Participant’s payment elections in effect on December 31, 2014.  The Plan’s administrator may modify
 
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the timing of benefit payments to the extent that it determines is appropriate to simplify plan administration; provided that the timing of benefit payments shall not be changed in a way that would violate a requirement of IRC Section 409A.
 
5.                                       Beneficiary Designations.   Effective January 1, 2015, the Beneficiary for a Participant’s Beechcraft Sub-account shall be determined in accordance with Article VI of the Plan (based on the Participant’s designation for benefits under the Plan or the default prescribed by Section 6.02 of the Plan).  Beneficiary designations made under the Beechcraft Plan shall not apply after December 31, 2014.
 
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Exhibit 10.15
 
COMPENSATION AND BENEFITS SUMMARY
FOR NON-EMPLOYEE DIRECTORS

COMPENSATION	 	 	
 	 	 	
Retainers	 	An annual retainer of $235,000 is paid in quarterly installments at the end of each full quarter. Payments are prorated for partial calendar quarters served. At least $120,000 of the annual Board retainer must be deferred into the Directors’ Deferred Income Plan stock unit account. Committee chairpersons are paid an additional annual retainer, as follows: Audit, $15,000; Nominating and Corporate Governance, $10,000; and Organization and Compensation, $12,500. The Lead Director is paid an additional $25,000 annual retainer. Audit Committee members (including the Audit Committee chairperson) are paid an additional $15,000 annual retainer. The additional retainers are paid in quarterly installments at the end of each full quarter, and payments are prorated for partial calendar quarters served.	
 	 	 	
 	 	(See full text of the Deferred Income Plan for Non-Employee Directors.)	
 	 	 	
Meeting Fees	 	There are no fees payable for attendance at any Board or committee meetings.	
 	 	 	
One-Time Restricted
Stock Grant	 	A grant of 2,000 restricted shares of Common Stock under the Textron Inc. 2015 Long-Term Incentive Plan is made to non-employee Directors upon joining the Board.	
 	 	 	
DEFERRED INCOME PLAN	 	 	
 	 	 	
 	 	In addition to the required deferral into the stock unit account of $120,000 of the annual Board retainer, any percentage of the balance of the Board retainer or any percentage of the additional retainers may be deferred into either the stock unit account or an interest bearing account.	
 	 	 	
OTHER	 	 	
 	 	 	
Expenses	 	Reasonable travel, lodging and incidental expenses in connection with meetings are reimbursed.	
 	 	 	
Matching
Gift Program	 	The Textron Charitable Trust will match Director contributions from a minimum gift of $25 to an aggregate maximum of $7,500 annually to any mix of cultural, educational, environmental or hospital institutions on a $1 for $1 basis.	
 	 	 	
Directors’ Charitable
Award Program	 	[Closed to New Participants as of January 1, 2004]	

EXHIBIT 12.1
 
TEXTRON INC.
MANUFACTURING GROUP
 
COMPUTATION OF RATIO OF INCOME TO FIXED CHARGES
(Unaudited)
(In millions except ratios)

 	 	Year	 	
 	 	2015	 	2014	 	2013	 	2012	 	2011	 	
Fixed charges:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest expense*	 	$	130	 	 	$	148	 	 	 $	122	 	 	 $	150	 	 	 $	177	 	 	
Estimated interest portion of rents	 	37	 	 	40	 	 	31	 	 	32	 	 	30	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total fixed charges	 	$	167	 	 	$	188	 	 	 $	153	 	 	 $	182	 	 	 $	207	 	 	

Income:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations before income taxes	 	$	971	 	 	$	853	 	 	 $	674	 	 	 $	841	 	 	 $	337	 	 	
Fixed charges	 	167	 	 	188	 	 	153	 	 	182	 	 	207	 	 	
Dividends received from Finance group	 	63	 	 	—	 	 	175	 	 	345	 	 	179	 	 	
Capital contributions paid to Finance group under Support Agreement	 	—	 	 	—	 	 	—	 	 	(240	)	 	(182	)	 	
Eliminate pretax loss (income) of Finance group	 	(24	)	 	(21	)	 	(49	)	 	(64	)	 	333	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted income	 	$	1,177	 	 	$	1,020	 	 	 $	953	 	 	 $	1,064	 	 	 $	874	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of income to fixed charges	 	7.05	 	 	5.43	 	 	6.23	 	 	5.85	 	 	4.22	 	 	

*               Includes interest expense on all third-party indebtedness, except for interest related to unrecognized tax benefits which is included in income tax expense.

EXHIBIT 12.2
 
TEXTRON INC. INCLUDING ALL MAJORITY-OWNED SUBSIDIARIES
 
COMPUTATION OF RATIO OF INCOME TO FIXED CHARGES
(Unaudited)
(In millions except ratios)

 	 	Year	 	
 	 	2015	 	2014	 	2013	 	2012	 	2011	 	
Fixed charges:	 	 	 	 	 	 	 	 	 	 	 	
Interest expense*	 	 $	169	 	$	191	 	$ 	171	 	$	207	 	$ 	247	 	
Estimated interest portion of rents	 	38	 	40	 	32	 	32	 	31	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Total fixed charges	 	 $	207	 	$	231	 	$ 	203	 	$	239	 	$ 	278	 	

Income:	 	 	 	 	 	 	 	 	 	 	 	
Income from continuing operations before income taxes	 	 $	971	 	$	853	 	$ 	674	 	$	841	 	$ 	337	 	
Fixed charges	 	207	 	231	 	203	 	239	 	278	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Adjusted income	 	 $	1,178	 	$	1,084	 	$ 	877	 	$	1,080	 	$ 	615	 	
 	 	 	 	 	 	 	 	 	 	 	 	
Ratio of income to fixed charges	 	5.69	 	4.69	 	4.32	 	4.52	 	2.21	 	

*      Includes interest expense on all third-party indebtedness, except for interest related to unrecognized tax benefits which is included in income tax expense.

Exhibit 21
 
Certain Subsidiaries of Textron Inc.*
(Unless indicated otherwise, all entities listed are wholly-owned.)
* Other subsidiaries, which considered in the aggregate do not constitute a significant subsidiary, are omitted from this list.

Name	 	Jurisdiction	
TEXTRON INC.	 	Delaware	
Avco Corporation	 	Delaware	
Avco Rhode Island (2002) Inc.	 	Delaware	
International Product Support Inc.	 	Delaware	
Overwatch Systems, Ltd.	 	Delaware	
Medical Numerics, Inc.	 	Virginia	
Textron Systems Corporation	 	Delaware	
Textron Systems Rhode Island (2001) Inc.	 	Delaware	
United Industrial Corporation	 	Delaware	
AAI Corporation	 	Maryland	
AAI Aerosonde Pty Ltd.	 	Australia	
Aerosonde Pty Ltd.	 	Australia	
AAI Services Corporation	 	Maryland	
Textron Systems Electronic Systems UK (Holdings) Limited	 	England	
Textron Systems Electronic Systems UK Limited	 	England	
Bell Helicopter KK	 	Japan	
Bell Helicopter GK	 	Japan	
Bell Helicopter Textron Inc.	 	Delaware	
Aeronautical Accessories LLC	 	Tennessee	
Bell Helicopter Rhode Island Inc.	 	Delaware	
Bell Helicopter Services Inc.	 	Delaware	
Bell Helicopter Asia (Pte) Ltd.	 	Singapore	
Bell Helicopter India Inc.	 	Delaware	
Bell Helicopter Korea Inc.	 	Delaware	
Bell Technical Services Inc.	 	Delaware	
B/K Navigational Equipment sro	 	Czech Republic	
Bell Helicopter Prague, a.s. (67%; 33% - Bell Helicopter Services Inc.)	 	Czech Republic	
Aviation Service servis letal, doo, Ljubljana	 	Slovenia	
Klauke Polska Sp. z o.o.	 	Poland	
Edwards Rotorcraft Solutions Inc	 	Delaware	
McTurbine Inc.	 	Texas	
SkyBOOKS Inc.	 	Delaware	
Cadillac Gage Textron Inc.	 	Michigan	
Greenlee Textron Inc.	 	Delaware	
Greenlee Plumbing Inc.	 	Delaware	
HD Electric Company	 	Illinois	
Sherman + Reilly Holdings, Inc.	 	Delaware	
Sherman + Reilly, Inc.	 	Tennessee	
Jacobsen Professional Lawn Care Inc.	 	Delaware	
Kautex Inc.	 	Delaware	
McCord Corporation	 	Michigan	
Kautex of Georgia Inc.	 	Massachusetts	
MillenWorks	 	California	
 Textron Airland, LLC	 	Delaware	
Textron Atlantic Inc.	 	Delaware	
E-Z-GO Canada Limited	 	Canada	
 Kautex Poland Sp. z.o.o	 	Poland	
Klauke Handelsgesellschaft m.b.H.	 	Austria	
Textron Acquisition Limited	 	England	
Doncaster Citation Service Centre Limited	 	England	
Ransomes Investment LLC	 	Delaware	
Ransomes America Corporation	 	Delaware	
Cushman Inc.	 	Delaware	
Ransomes Inc.	 	Wisconsin	
STE Holding Inc.	 	Wisconsin	
Ransomes Limited	 	England	
Ransomes Jacobsen Limited	 	England	
Ransomes Pensions Trustee Company Limited	 	England	
Ransomes Property Developments Limited	 	England	
Rotor Blades Limited	 	England	
Textron Ground Support Equipment UK Limited	 	England	
Textron Limited	 	England	
 
Page 1 

 

Name	 	Jurisdiction	
TEXTRON INC.	 	Delaware	
Textron Atlantic Inc.	 	Delaware	
Textron Acquisition Limited	 	Spain	
Textron Limited (continued from prior page)	 	Netherlands	
Greenlee Communications Limited	 	England	
Klauke UK Limited	 	England	
Kautex Textron (UK) Limited	 	England	
Textron UK Pension Trustee Limited	 	England	
Textron International Holding, S.L.	 	Spain	
Bell Helicopter Supply Center B.V.	 	Netherlands	
Bell Helicopter Textron Canada Limited/Limitée	 	Canada	
Bell Helicopter Canada International Inc.	 	Canada	
Cessna Zurich Citation Service Center GmbH	 	Switzerland	
Kautex Textron CVS Limited	 	England	
Kautex Textron Ibérica, S.L.	 	Spain	
Cessna Spanish Citation Service Center SL (99.96875%; 0.03125% - Textron International Holding, S.L.)	 	Spain	
Kautex Craiova srl (99.9835%; 0.0165% - Textron International Holding, S.L.)	 	Romania	
Kautex Textron do Brasil Ltda. (99.9%; 1 share - Textron International Holding, S.L.)	 	Brazil	
Kautex Textron Portugal – Produtos Plasticos, Ldas.	 	Portugal	
Textron Capital B.V.	 	Netherlands	
Kautex Textron GmbH & Co. K.G. (94.82%; 5.18% - Textron International Holding, S.L.)	 	Germany	
Cessna Düsseldorf Citation Service Center GmbH	 	Germany	
Gustav Klauke GmbH (94.9%; 5.1% - Textron International Holding, S.L.)	 	Germany	
Textron Iberia, SL	 	Spain	
Kautex (Changchun) Plastics Technology Co., Ltd.	 	PRC	
Textron Germany Holding GmbH	 	Germany	
Kautex Corporation	 	Nova Scotia	
Kautex Textron Benelux B.V.B.A. (99.9%; 1 share – Kautex Textron Ibérica, S.L.)	 	Belgium	
Kautex Textron Bohemia spol. s.r.o.	 	Czech Republic	
Kautex Japan KK	 	Japan	
Kautex Shanghai GmbH	 	Germany	
Kautex (Chongqing) Plastic Technology Co., Ltd.	 	PRC	
Kautex (Guangzhou) Plastic Technology Co., Ltd.	 	PRC	
Kautex (Wuhan) Plastic Technology Co., Ltd.	 	PRC	
Kautex (Shanghai) Plastic Products Co., Ltd.	 	PRC	
Kautex (Shanghai) Plastic Technology Co., Ltd.	 	PRC	
Kautex Textron de Mexico, S. de R.L. de C.V. (99.98%; 0.02% - Textron International Holding, S.L.)	 	Mexico	
Kautex Textron Management Services Company de Puebla, S. de R.L. de C.V. (98%; 2% - Textron International Holding, S.L.)	 	Mexico	
Klauke Slovakia sro (99.98%; 0.02% - Textron International Holding, S.L.)	 	Slovakia	
Textron China Holdings S.R.L. (99.9576%; 0.04244% - Textron International Holding, S.L.)	 	Barbados	
Textron Trading (Shanghai) Co., Ltd.	 	PRC	
LLC Textron RUS (99.99%; 0.01% - Textron International Holding, S.L.)	 	Russian Federation	
Textron Motors GmbH	 	Germany	
Textron France Holding S.A.R.L. (99.9%; 1 share – Textron France E.U.R.L.)	 	France	
Cessna Citation European Service Center S.A.S. (99.9%; 1 share – Textron France E.U.R.L.)	 	France	
Klauke France SARL	 	France	
Textron France E.U.R.L.	 	France	
Ransomes Jacobsen France S.A.S.	 	France	
Textron Shared Service Centre (Canada) Inc.	 	Canada	
Textron Verwaltungs-GmbH	 	Germany	
Textron Aviation Inc.
 	 	Kansas	
Beech Holdings, LLC	 	Delaware	
Beech Enterprises Holding, LLC	 	Delaware	
Beech Enterprises, LLC	 	Delaware	
Beechcraft Holdings, LLC	 	Delaware	
Beechcraft Corporation	 	Kansas	
Arkansas Aerospace, Inc.	 	Arkansas	
Beechcraft Defense Company, LLC	 	Delaware	
Beechcraft Defense Support Holding, LLC	 	Delaware	
Beechcraft New Zealand	 	New Zealand	
HBC, LLC	 	Kansas	
Hawker Beech de Mexico S de RL de CV (>99%; <1% - HBC, LLC)	 	Mexico	
Hawker Beechcraft Global Customer Support, LLC	 	Kansas	
King Atmosphere General & Industrial Services and Project Management, LLC	 	Iraq	
 
Page 2 

 

Name	 	Jurisdiction	
TEXTRON INC.	 	Delaware	
Textron Aviation Inc.	 	Delaware	
Beech Holdings, LLC	 	Delaware	
Beech Enterprises Holding, LLC	 	Delaware	
Beech Enterprises, LLC	 	Delaware	
Beechcraft Holdings, LLC	 	Kansas	
Beechcraft Corporation (continued from prior page)	 	Delaware	
Hawker Beechcraft Quality Support Company	 	Kansas	
Beechcraft Domestic Service Company	 	Kansas	
Beechcraft Aviation Company	 	Kansas	
Beechcraft International Delivery Corporation	 	Kansas	
Beechcraft International Service Company	 	Kansas	
Beechcraft Australia Pty Limited	 	Australia	
Beechcraft Austria GmbH	 	Austria	
Beechcraft (Beijing) Consulting Company, Ltd.	 	PRC	
Beechcraft Germany GmbH	 	Germany	
Beechcraft India Private Limited (99%; 1% - Beechcraft International Holding LLC)	 	India	
Beechcraft International Holding LLC	 	Delaware	
Beechcraft Service Company UK Limited	 	England	
Beechcraft Singapore Pte. Ltd.	 	Singapore	
Hawker Beech International Services de Mexico S de RL de CV (>99%;<1% - HBC, LLC)	 	Mexico	
Hawker Beechcraft Argentina SA (95%; 5% - Arkansas Aerospace, Inc.)	 	Argentina	
Hawker Beechcraft do Brasil Assessoria e Intermediacao de Negocios Ltda. (99%; 1% - Beechcraft International Holding LLC)	 	Brazil	
Hawker Beechcraft International Service Company Spain SL	 	Spain	
LLC Hawker Beechcraft International RSA (99%; 1% - Beechcraft International Holding LLC)	 	Russian Federation	
Hawker Beechcraft Finance Corporation	 	Delaware	
Hawker Beechcraft Holding, Inc.	 	Kansas	
Hawker Beechcraft Notes Company	 	Delaware	
Travel Air Insurance Company, Ltd.	 	Kansas	
Travel Air Insurance Company (Kansas)	 	Kansas	
Cessna Aircraft Company	 	Kansas	
Cessna Aircraft Rhode Island Inc.	 	Delaware	
Cessna Mexico S de RL de CV (99.97%; 0.03% - Citation Parts Distribution International, Inc.)	 	Mexico	
Cessna ServiceDirect, L.L.C.	 	Kansas	
Citation Parts Distribution International, Inc.	 	Kansas	
Textron China Inc.	 	Delaware	
Textron Communications Inc.	 	Delaware	
Textron Far East Pte. Ltd.	 	Singapore	
Endura-Greenlee Tools (Shanghai) Co., Ltd.	 	PRC	
E-Z-GO (Jiangsu) Electronic and Technology Co., Ltd. (51%; 24.5% - Jiangsu Samite Aluminum Co., Ltd.; 24.5% - Hunan Jinshen investment Management Co., Ltd.)	 	PRC	
Klauke Textron (Jiangsu) Electrical Connection Technology Co., Ltd.	 	PRC	
Textron India Private Limited (99.9%; 1 share – Textron Atlantic Inc.; 1 share – Textron Inc.)	 	India	
Textron Fastening Systems Inc.	 	Delaware	
Textron Financial Corporation	 	Delaware	
Cessna Finance Corporation	 	Kansas	
Textron Finance Holding Company	 	Delaware	
Cessna Finance Export Corporation	 	Delaware	
Textron Aviation Finance Corporation	 	Delaware	
Textron Financial Corporation Receivables Trust 2002-CP-2	 	Delaware	
Textron Fluid and Power Inc.	 	Delaware	
Textron Global Services Inc.	 	Delaware	
Textron International Inc.	 	Delaware	
Textron International Mexico, S de RL de CV (99%; 1% - Textron Atlantic LLC)	 	Mexico	
Textron IPMP Inc.	 	Delaware	
Textron Innovations Inc.	 	Delaware	
Textron Management Services Inc.	 	Delaware	
Textron Realty Corporation	 	Delaware	
Textron Rhode Island Inc.	 	Delaware	
Textron Specialized Vehicles Inc.	 	Delaware	
MillenWorks Themed Technologies	 	California	
Textron Motors North America Inc.	 	Delaware	
TUG Technologies Corporation	 	Delaware	
Textron Systems Canada Inc.	 	Ontario	
Opto-Electronics Inc.	 	Ontario	
TRAK International, Inc.	 	Delaware	
 
Page 3 

 

Name	 	Jurisdiction	
TEXTRON INC. (continued from prior page)	 	Delaware	
TRU Simulation + Training Inc.	 	Delaware	
OPINICUS Simulation and Training Services, LLC	 	Delaware	
ProFlight, LLC	 	California	
TRU Simulation + Training Canada Inc.	 	Ontario	
Turbine Engine Components Textron (Newington Operations) Inc.	 	Connecticut	
Westminster Insurance Company	 	Vermont	
 
Page 4 

Exhibit 23

Consent of Independent Registered Public Accounting Firm
 
We consent to the incorporation by reference in the following Registration Statements: Form S-8 No. 333-197690 pertaining to the Textron Savings Plan and the Textron Canada Savings Plan, Form S-8 No. 333-205932 pertaining to the 2015 Long-Term Incentive Plan, Form S-8 No. 333-124723 pertaining to the 1999 Long-Term Incentive Plan, Form S-8 No. 333-144977 pertaining to the 2007 Long-Term Incentive Plan, and Form S-3 No. 333-197664 pertaining to the automatic shelf registration of common stock, preferred stock, senior debt securities and subordinated debt securities of Textron Inc. of our reports dated February 24, 2016, with respect to the Consolidated Financial Statements and schedule of Textron Inc. and the effectiveness of internal control over financial reporting of Textron Inc. included in this Annual Report (Form 10-K) for the year ended January 2, 2016.

/s/ Ernst & Young LLP
 
Boston, Massachusetts
February 24, 2016

Exhibit 24

 
POWER OF ATTORNEY

 
The undersigned, Textron Inc. (“Textron”) a Delaware corporation, and the undersigned directors and officers of Textron, do hereby constitute and appoint E. Robert Lupone, Elizabeth C. Perkins, Jayne M. Donegan and Ann T. Willaman, and each of them, with full powers of substitution, their true and lawful attorneys and agents to do or cause to be done any and all acts and things and to execute and deliver any and all instruments and documents which said attorneys and agents, or any of them, may deem necessary or advisable in order to enable Textron to comply with the Securities and Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing of Textron’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016, including specifically, but without limitation, power and authority to sign the names of the undersigned directors and officers in the capacities indicated below and to sign the names of such officers on behalf of Textron to such Annual Report filed with the Securities and Exchange Commission, to any and all amendments to such Annual Report, to any instruments or documents or other writings in which the original or copies thereof are to be filed as a part of or in connection with such Annual Report or amendments thereto, and to file or cause to be filed the same with the Securities and Exchange Commission; and each of the undersigned hereby ratifies and confirms all that such attorneys and agents, and each of them, shall do or cause to be done hereunder and such attorneys and agents, and each of them, shall have, and may exercise, all of the powers hereby conferred.
 
IN WITNESS WHEREOF, Textron has caused this Power of Attorney to be executed and delivered in its name and on its behalf by the undersigned duly authorized officer and its corporate seal affixed, and each of the undersigned has signed his or her name thereto, as of the 24th day of February, 2016.

 	TEXTRON INC.	

SEAL	By:	/s/ Scott C. Donnelly	 	
 	 	 Scott C. Donnelly	
 	 	 Chairman, President and	
 	 	 Chief Executive Officer	

ATTEST:

/s/ E. Robert Lupone	 	
E. Robert Lupone	
Executive Vice President, General Counsel,	
Secretary and Chief Compliance Officer	

 

/s/ Scott C. Donnelly	 	/s/ Lord Powell of Bayswater KCMG	 	
Scott C. Donnelly	 	Lord Powell of Bayswater KCMG	 	
Chairman, President, Chief	 	Director	 	
Executive Officer and Director	 	 	 	
(principal executive officer)	 	 	 	
 	 	/s/ Lloyd G. Trotter	 	
 	 	Lloyd G. Trotter	 	
/s/ Kathleen M. Bader	 	Director	 	
Kathleen M. Bader	 	 	 	
Director	 	 	 	
 	 	/s/ James L. Ziemer	 	
 	 	James L. Ziemer	 	
/s/ R. Kerry Clark	 	Director	 	
R. Kerry Clark	 	 	 	
Director	 	 	 	
 	 	/s/ Frank T. Connor	 	
 	 	Frank T. Connor	 	
/s/ James T. Conway	 	Executive Vice President and Chief	 	
James T. Conway	 	Financial Officer	 	
Director	 	(principal financial officer)	 	

/s/ Ivor J. Evans	 	/s/ Mark S. Bamford	 	
Ivor J. Evans	 	Mark S. Bamford	 	
Director	 	Vice President and Corporate Controller	
 	 	(principal accounting officer)	 	
 	 	 	 	
/s/ Lawrence K. Fish	 	 	 	
Lawrence K. Fish	 	 	 	
Director	 	 	 	

/s/ Paul E. Gagné	 	 	 	
Paul E. Gagné	 	 	 	
Director	 	 	 	

/s/ Dain M. Hancock	 	 	 	
Dain M. Hancock	 	 	 	
Director	 	 	 	

Exhibit 31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Scott C. Donnelly, Chairman, President and Chief Executive Officer of Textron Inc. certify that:
 
1.               I have reviewed this annual report on Form 10-K of Textron Inc.;
 
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.               The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)        designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)        designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)         evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)        disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.               The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)        all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)        any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 24, 2016	 	/s/ Scott C. Donnelly	
 	 	 	Scott C. Donnelly	
 	 	Chairman, President and Chief Executive Officer	

Exhibit 31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Frank T. Connor, Executive Vice President and Chief Financial Officer of Textron Inc. certify that:
 
1.               I have reviewed this annual report on Form 10-K of Textron Inc.;
 
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.               The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a)        designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b)        designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c)         evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d)        disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.               The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a)        all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b)        any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 24, 2016	 	/s/ Frank T. Connor	
 	 	 	Frank T. Connor	
 	 	Executive Vice President and Chief Financial Officer	

Exhibit 32.1
 
TEXTRON INC.
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Textron Inc. (the “Company”) on Form 10-K for the period ended January 2, 2016 as filed with the Securities and Exchange Commission on the Date hereof (the “Report”), I, Scott C. Donnelly, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 24, 2016	 	/s/ Scott C. Donnelly	
 	 	 	Scott C. Donnelly	
 	 	Chairman, President and Chief Executive Officer	

Exhibit 32.2
 
TEXTRON INC.
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Annual Report of Textron Inc. (the “Company”) on Form 10-K for the period ended January 2, 2016 as filed with the Securities and Exchange Commission on the Date hereof (the “Report”), I, Frank T. Connor, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
 
(1)          The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 24, 2016	 	/s/ Frank T. Connor	
 	 	 	Frank T. Connor	
 	 	Executive Vice President and Chief Financial Officer