Back to GetFilings.com
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, 1999
Commission File Number 1-5480
Textron Inc.
(Exact name of registrant as specified in charter)
Delaware 05-0315468
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
40 Westminster Street, Providence, R.I. 02903
(401) 421-2800
(Address and telephone number of principal executive offices)
______________
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on
Title of Class Which Registered
Common Stock - par value $.125 (151,598,791 shares New York Stock Exchange
outstanding at February 26, 1999); Pacific Stock Exchange
Preferred Stock Purchase Rights Chicago Stock Exchange
$2.08 Cumulative Convertible Preferred Stock, New York Stock Exchange
Series A - no par value
$1.40 Convertible Preferred Dividend Stock, Series B New York Stock Exchange
(preferred only as to dividends) - no par value
8.75% Debentures due July 1, 2022 New York Stock Exchange
7.92% Trust Preferred Securities of Subsidiary Trust New York Stock Exchange
(and Textron Guaranty with respect thereto)
Securities registered pursuant to Section 12(g) of the Act: None
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 [x]. 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. [x]
The aggregate market value of voting stock held by
non-affiliates of the registrant is $11,893,857,775 as of
February 26, 1999.
Portions of Textron's Annual Report to
Shareholders for the fiscal year ended January 2, 1999,
are incorporated by reference in Parts I and II of this
Report. Portions of Textron's Proxy Statement for its
Annual Meeting of Shareholders to be held on April 28, 1999,
are incorporated by reference in Part III of this Report.
PART I
ITEM 1. BUSINESS OF TEXTRON
Textron is a global multi-industry company with
operations in four business segments - Aircraft, Automotive,
Industrial and Finance. Included within the business
segments are operations that are unincorporated divisions of
Textron and others that are separately incorporated
subsidiaries. A listing of the operations within each
business segment, including a description of the product
lines of each business segment, is incorporated herein by
reference to pages 60 through 62 of Textron's 1998 Annual
Report to Shareholders. Financial information by business
segment and geographic area is incorporated herein by
reference to pages 22, 54 and 55 of Textron's 1998 Annual
Report to Shareholders. Additional information regarding
each business segment and Textron in general is set forth
below.
Business Segments
Aircraft. The Aircraft segment consists of Bell
Helicopter Textron and The Cessna Aircraft Company.
Based on unit sales, Bell is the largest supplier of
helicopters, spare parts and helicopter-related services in
the world. Since it was founded in 1946, Bell has delivered
over 34,000 aircraft to military and civilian customers.
Bell has three military and seven civilian helicopter models
in current production. Its aircraft are turbine powered, and
range in size from the five-place Bell Model 206 series to
the Bell Model 412EP aircraft, which carries up to fifteen
people. Revenues of Bell accounted for approximately 15%,
18% and 20% of Textron's total revenues in 1998, 1997 and
1996, respectively.
Bell supplies advanced military helicopters, spare
parts and product support to the U.S. Government and to
military customers outside the U.S. There are more
helicopters manufactured by Bell in the inventory of the
U.S. Government than are manufactured by any other
helicopter company. Military sales to non-U.S. customers
are made only with the concurrence of the U.S. Government.
Bell is also a leading supplier of commercially
certified helicopters to charter, offshore, utility,
corporate, police, fire, rescue and emergency medical
helicopter operators. Bell's non-U.S. Government business
(including non-U.S. military customers) typically represents
40% to 60% of its annual sales. In 1998, such sales
accounted for approximately 55% of Bell's business.
Bell is teamed with The Boeing Company ("Boeing") in
the development of the V-22 Osprey tiltrotor aircraft for
the U.S. Department of Defense. Tiltrotor aircraft are
designed to utilize the benefits of both helicopters and
fixed-wing aircraft. Deliveries of the V-22 to the U.S.
Marine Corps are scheduled to begin in 1999.
In 1996, Bell and Boeing entered into a joint venture
to develop a commercial tiltrotor aircraft designated as the
Model 609. This joint venture was dissolved in February
1998, and Bell assumed control of the Model 609 program. In
November 1998, Bell entered into a new joint venture with
Agusta, Italy's leading helicopter manufacturer. The new
joint venture with Agusta will engage in the design,
manufacture, sale and customer support of the civil
tiltrotor aircraft, now designated as the BA609, and a new
medium twin-engine helicopter, in the 5 to 6 metric ton
class, to be designated the AB139.
Bell is developing a new light twin-engine helicopter,
designated the Model 427, in collaboration with Samsung
Aerospace Industries Ltd. of South Korea. The first
delivery of this eight-place aircraft is scheduled for 1999.
In the light and medium helicopter market, Bell has two
major U.S. competitors and one major European competitor.
Certain of its competitors are substantially larger and more
diversified aircraft manufacturers. Bell markets its
products worldwide through its own sales force and through
independent representatives. Price, financing terms,
aircraft performance, reliability and product support are
significant factors in the sale of helicopters. Bell has
developed the world's largest distribution system to sell
and support helicopters, serving customers in over 120
countries.
Based on unit sales, The Cessna Aircraft Company is the
world's largest manufacturer of light and mid-size business
jets, single engine utility turboprop aircraft, and single
engine piston aircraft. Cessna also designs, manufactures
and sells general aviation aircraft propellers and related
accessories worldwide. Cessna currently has three major
aircraft product lines: Citation business jets, single
engine turboprop Caravans and Cessna single engine piston
aircraft. Revenues of Cessna accounted for approximately
18%, 17% and 14% of Textron's total revenues in 1998, 1997
and 1996, respectively.
The family of business jets currently produced by
Cessna includes the CitationJet, the Bravo, the Ultra, the
Excel, the Citation VII, and the Citation X. The Citation X
is the world's fastest business jet with a maximum operating
speed of Mach .92. In 1998, certification of the Excel was
completed and customer deliveries began. Cessna is
developing four new Citation models, to be called the
Citation CJ1, the Citation CJ2, the Ultra Encore and the
Citation Sovereign.
The Cessna Caravan is the world's best selling utility
turboprop. More than 1,000 Caravans have been sold by
Cessna since the first Caravan was delivered in 1985.
Caravans are offered in four distinct models including the
Grand Caravan, the Super Cargomaster, the Caravan
Floatplane, and the Caravan 675. Caravans are used in the
U.S. primarily to carry overnight express package shipments.
International uses of Caravans include commuter flights,
relief flights, tourism and freight.
Cessna re-entered the single engine piston aircraft
market in 1996. In 1998, Cessna made deliveries of five
models in this product line: the four-place 172 Skyhawk, 172
Skyhawk SP and 182 Skylane, and the six-place 206 Stationair
and T206 Turbo Stationair.
Cessna markets its products worldwide primarily through
its own sales force as well as through a network of
authorized independent sales representatives. Cessna has
two U.S. and two foreign major competitors for its business
jet products. Cessna's aircraft compete with other aircraft
that vary in size, speed, range, capacity, handling
characteristics, and price. Reliability and product support
are significant factors in the sale of these aircraft. The
Citation family of aircraft is supported by ten Citation
Service Centers owned and operated by Cessna, along with
authorized independent service stations and centers in more
than 15 countries throughout the world.
Cessna provides its business jet operators with factory-
direct customer support offering 24 hour a day service and
maintenance. Cessna Caravan and single-engine piston
customers receive product support through independently
owned service stations and 24 hour a day spare parts support
through Cessna.
Cessna's McCauley Propeller Systems unit provides new
propellers directly to original equipment manufacturers
("OEMs") and spare parts for service and repairs worldwide.
All new Cessna single-engine piston aircraft built in 1998
used McCauley propellers.
Automotive. The Automotive segment, organized under an
umbrella organization called Textron Automotive Company
("TAC"), consists of Textron Automotive Trim Operations, CWC
Castings Textron, Kautex Textron, McCord Winn Textron and
Micromatic Textron. These operations sell primarily to
automotive OEMs and their suppliers operating in North
America and Europe, and, to a lesser extent, South America
and Asia. TAC is headquartered in Troy, Michigan and has
over fifty facilities located in the U.S., Argentina,
Belgium, Brazil, Canada, China, the Czech Republic,
Germany, Mexico, the Netherlands, Portugal, Spain, and the
United Kingdom.
Through its Textron Automotive Trim Operations, TAC is
a leading worldwide supplier of automotive interior and
exterior plastic components. Interior trim products include
instrument panels, door and sidewall trim, airbag doors,
consoles, armrests, package trays and other trim components.
In addition, TAC's Trim facilities manufacture exterior
decorative components including painted bumpers, fascia,
body side moldings and claddings, fender liners, decorative
wheel trim, signal lighting and structural composite bumper
beams. Many of these products are shipped just-in-time as
fully integrated systems. In August 1998, Textron acquired
Gerald Bloom Holdings, a U.K. company that, through its
Midland Industrial Plastics Limited subsidiary, manufactures
interior and exterior trim including door panels, instrument
panels, package shelves and truck liners. Revenues of
Textron Automotive Trim Operations accounted for 15%, 16%
and 18% of Textron's total revenues in 1998, 1997 and 1996
respectively.
Kautex is a leading manufacturer of blow-molded plastic
fuel tank systems and other blow-molded parts for OEMs
throughout Europe, North America and South America. Kautex
supplies Volkswagen in China through a joint venture with
Changchun Junzilan Industrial Group. Kautex's manufacturing
plant in Puebla, Mexico supplies all of Volkswagen's and
DaimlerChrysler's plastic fuel tank requirements for their
Mexican production. Kautex produces fuel filler systems in
its North American operations.
CWC Castings designs and manufactures engine camshafts
and vibration damper components for OEMs and the
aftermarket. Through its Kaywood Products operation, CWC
manufactures precision machined parts and components for
assembled camshafts.
McCord Winn manufactures seating comfort systems,
windshield and headlamp washer systems, and armatures for
precision DC motors. In 1998, McCord established a
manufacturing base in Buenos Aires, Argentina, to produce
washer system components for South American OEM customers.
McCord's ASCTecT (Active Surface Control Technology) seating
comfort system, which blends microprocessor-based
electronics and a pneumatically-controlled air support
system, has generated broad potential automotive and
consumer applications. McCord continues to expand
applications of its new RitecT product, an innovative
integration of automotive cooling system components
including the fan shroud and windshield washer and coolant
reservoirs. A production program with DaimlerChrysler will
launch in 1999, and other RitecT development programs are in
progress.
Micromatic manufactures machine tools used for
precision bore and surface finishing of automobile engines.
In addition, Micromatic produces equipment for spline
rolling and gear production.
More than 100 models currently carry parts made by TAC
including DaimlerChrysler's Jeep Grand Cherokee, Voyager and
Caravan mini-vans; Ford's Mondeo, Lincoln Town Car and
Windstar mini-van; General Motors' Cadillac Seville,
Cadillac De Ville, Corvette, and Venture, Transport,
Silhouette and Sintra mini-vans; BMW's 5 series and 8
series; Mitsubishi's Galant; and VW/Audi's Golf, Passat,
Polo, T4, Beetle and A4. TAC continues its strong position
on DaimlerChrysler's LH series of cars that were redesigned
for the 1998 model year.
TAC's manufacturing operations are supported by a
staff of research and design specialists at TAC's Automotive
Technology Center. These specialists have developed new
processes and products, many of which are patented, that
allow TAC to offer its customers technology-driven products
and processes. In the plastics and coatings area, TAC is a
recognized leader in interior surface material (including
TAC's proprietary PVC-free TPU product line), seamless
passenger airbag door technology, structural molded
instrument panel systems, integrated modular assemblies, and
molded-in-color interior and exterior components. CWC
Castings is a leader in the design and manufacture of
automotive castings. It has developed a selective
austempering heat treatment process for ductile camshafts.
McCord
Winn is working with OEMs worldwide to develop
advanced technologies in areas such as "intelligent" comfort
seating systems, brushless motors and carbon commutation for
flexible fuel applications. Micromatic machine tools are
used for cylindrical form generation and surface finishing.
In the automotive business, there is often a long lead
time from the time a supplier is selected to supply
components on a new car model to the time the supplier can
begin shipping production parts. During this period, the
supplier incurs engineering and development costs. The OEMs
reimburse the supplier for these costs as incurred or in the
piece prices charged by the suppliers as the goods are
shipped. In addition, automotive OEMs often require "just-
in-time" delivery, requiring the supplier to plan shipments
in advance and hold inventory.
Automotive OEMs and their suppliers are the principal
customers of TAC. The loss of the U.S. and Europe-based
automotive OEM customers and their first-tier suppliers
would have a material adverse effect on TAC. However,
because of the broad range of products sold to such
customers, it is unlikely that they would cease all
purchases from TAC.
Each of TAC's businesses faces competition from a
number of other manufacturers based primarily on price,
quality, reputation and delivery. Although TAC is one of
the largest manufacturers offering its range of products and
services, it faces strong competition in all of its market
segments. Because of the diversity of products and services
offered, no single company is a competitor in all market
segments. In certain markets, TAC also competes for
business with the OEMs' own operations. TAC is under
continual pressure from the OEMs to reduce costs and prices
on an annual basis.
Industrial. The Industrial segment consists of four
major product groups: Fastening Systems; Golf, Turf Care and
Specialty Products; Fluid and Power Systems; and Industrial
Components.
Textron Fastening Systems ("TFS") manufactures and
sells fasteners, fastening systems and installation tools to
the aerospace, appliance, automotive, business equipment,
construction, do-it-yourself and general industrial markets.
TFS sells to a wide range of customers throughout the world,
including OEMs, distributors and consumers. Fasteners
manufactured by TFS include rivets, threaded and non-
threaded fasteners, cold-formed components, metal stampings,
plastic components and assemblies that incorporate such
products. In addition, Textron Logistics Corporation,
created from the combination of certain fastener operations,
provides fastener inventory management programs supplying a
full range of TFS products and products from other
manufacturers, thus offering its customers the ability to
obtain all of their fastener requirements from a single
source. Revenues of TFS accounted for approximately 18%,
17% and 18% of Textron's total revenues in 1998, 1997 and
1996, respectively.
In March 1998, Textron acquired the Sukosim
Verbindungselemente Group, a manufacturer of threaded
fasteners and specialty stamped components for European
automotive and construction industries. Sukosim is a world
leader in "next generation" stamping technology that can
form, in the same process, engineered fasteners with
internal threading, attached clips and locking washers. In
May 1998, Textron acquired Ring Screw Works, a supplier of
specialty threaded fasteners and inventory management to the
automotive industry. Also in May 1998, Textron acquired
Peiner Umformtechnik GmbH, a German fastener manufacturer
with special expertise in hot forging (a process not
previously used by TFS to any significant extent), which
enables the manufacture of larger products. Peiner's
customers are in the automotive, distribution, mining and
machine tool industries.
In December 1998, Textron formed a joint venture with
Taiwan-based San Shing Hardware Works Company, Ltd.,
Taiwan's largest fastener manufacturer. TFS holds an 80%
interest in the joint company, called Textron Fastening
Systems/Tri-Star Corp.
Although TFS is one of the world's largest providers of
fastener products and services, there are hundreds of
competitors of TFS, ranging from small proprietorships to
large multi-national companies. Competition is based
primarily on price, quality, reputation and delivery. In
addition, larger customers of fastening systems tend to
procure products and services from the larger suppliers,
except for "niche" products which may be sourced from
smaller companies. Only the loss of the major OEM
automotive customers and their first-tier suppliers would
have a material adverse effect on TFS. However, because of
the broad range of products sold to such customers, it is
unlikely that they will cease all purchases from TFS.
The Golf, Turf Care and Specialty Products group
consists of E-Z-GO Textron, which manufactures and sells
electric-powered and gasoline-powered golf cars and
multipurpose utility vehicles, and Textron Turf Care and
Specialty Products, which designs, manufactures and sells
professional mowing and turf maintenance equipment, grass
care machinery and specialized industrial vehicles, under
the trade names Bobcat, Brouwer, Bunton, Cushman, Jacobsen,
Ransomes, Ryan and Steiner. Textron acquired Ransomes in
January 1998.
The customers of the Golf, Turf Care and Specialty
Products group consist primarily of golf courses, resort
communities and commercial and industrial users such as
airports and factories. Sales are made directly through
factory branches, through a network of distributors and
directly to end-users. Many sales of golf and turf care
equipment and specialty vehicles (both at the distributor
and end-user level) are financed through Textron Financial
Corporation, both for marketing purposes and as an
additional source of revenue to Textron.
There are two major competitors and a number of smaller
competitors for golf cars, multipurpose utility vehicles and
turf maintenance equipment for golf courses. Competition is
based primarily on price, quality, product support,
performance, reliability and reputation.
The Fluid and Power Systems group consists of Motion
Control Products, Power Transmission Products, Fluid
Handling Products and Textron Systems. Textron acquired
David Brown in October 1998 and reorganized the Fluid and
Power Systems group, as more fully described below, in
January 1999. David Brown has operations in 23 countries
and sales worldwide. The Fluid and Power Systems group
operations face competition from other manufacturers based
primarily on price, quality, product support, performance,
delivery and reputation.
The Motion Control Products businesses, HR Textron and
David Brown Hydraulics, design and manufacture control
systems and components for aircraft, armored vehicles and
commercial applications. HR Textron is in the process of
diversifying its business base by adapting aerospace
technology to servovalves used in industrial and automotive
applications. HR Textron's aerospace and defense products
are marketed directly to the U.S. Government, other
governments and OEMs and, in the aftermarket, both directly
and through service centers.
The Power Transmission Products businesses consist of
Textron Industrial Gears and David Brown Mobile Equipment
Drives. Textron Industrial Gears designs and manufactures
industrial gears, double enveloping worm gear speed
reducers, gear motors and gear sets, including gear systems
primarily for railroad applications, under the David Brown,
Cone Drive and Textron Industrial S.p.A. trade names. David
Brown Mobile Equipment Drives designs and manufactures
mechanical and hydraulic transmission systems. These
products are sold to a variety of customers, including OEMs,
distributors and end-users.
The Fluid and Handling Products businesses, David Brown
Union Pumps and Maag Pump Systems, design and manufacture
industrial pumps for oil, gas and petrochemical industries,
and gears, gear pumps and gear systems. These products are
sold to OEMs, distributors and end-users.
Textron Systems is a supplier of sensors, software and
electronics, and advanced materials for defense and
industrial markets. It manufactures "smart" weapons,
airborne surveillance systems, automatic aircraft landing
systems and advanced composite materials for the U.S.
Department of Defense. Current commercial products include
laser, ultrasonic and infrared sensor systems for
agricultural and industrial monitoring and control and
advanced materials such as fire protection and insulating
materials for oil and chemical companies. While Textron
Systems sells most of its products directly to customers, it
also sells an increasing number of products through a
growing, global network of sales representatives and
distributors.
The Industrial Components group consists of Greenlee
Textron, Textron Lycoming, Textron Marine & Land Systems and
Turbine Engine Components Textron, each of which is a
leading company in its industry. Products of this group are
sold to a wide variety of customers, including OEMs,
distributors and end-users. The principal competitive
factors affecting sales of the products of the Industrial
Components group are price, quality, customer service,
performance, reliability, reputation and existing product
base. Textron sold its Fuel Systems Textron operation in
June 1998.
Greenlee is a worldwide market leader in powered
equipment, electrical test instruments and hand tools. The
principal applications of these products are electrical
construction and maintenance, power generation, transmission
and distribution, telecommunications, electronics, plumbing
and the mechanical trades. In August 1998, Greenlee
acquired Datacom Technologies, Inc., which designs and
manufactures certification and verification products for the
installation and management of information technology
networks.
Textron Lycoming is the world leader in the design,
manufacture and overhaul of reciprocating piston aircraft
engines serving the worldwide general aviation market.
Textron Lycoming sells new products directly to general
aviation airframe manufacturers, including Piper Aircraft,
Robinson Helicopter, and SOCATA, a division of Aerospatiale,
and is the exclusive supplier of engines for Cessna's new
product line of single-engine aircraft. Aftermarket sales
are made to the more than 180,000 existing owners of Textron
Lycoming products through a worldwide network of
independently owned distributors.
Textron Marine & Land Systems is a world leader in the
design and construction of advanced technology air cushion
vehicles and a major supplier of high performance search and
rescue vessels, armored vehicles, suspension systems,
turrets and artillery systems. Textron Marine & Land
Systems has products operating in over 35 countries.
Turbine Engine Components is one of the world's largest
independent suppliers of internal components for gas turbine
engines for aircraft and industrial applications. Its
products include fan and compressor blades, vanes, shafts,
disks, rotors, blisks and other rotating components and the
forgings from which those products are machined. Turbine
Engine Components manufacturers its products to the
specifications of its customers.
Finance. The Finance segment consists of Textron
Financial Corporation ("TFC"). On January 6, 1999, Textron
sold substantially all the assets of Avco Financial
Services, Inc. ("AFS"), its consumer lending operation, to
Associates First Capital Corporation for $3.9 billion in
cash. Textron's financial statements have been restated to
reflect AFS as a discontinued operation.
TFC is a diversified commercial finance company
specializing in aircraft finance, golf finance, equipment
finance and revolving credit arrangements. TFC originates
and syndicates a wide variety of secured loan and lease
transactions, selectively invests in leveraged lease
transactions and provides asset management, insurance
products and third-party portfolio servicing. TFC provides
commercial financing for a wide range of customers,
including those who purchase or lease Textron products and
certain suppliers to Textron operations. TFC presently
offers its services
primarily in the U.S. and, to a lesser
extent, in South America and Canada. Each TFC business unit
has a discrete market focus and specific profit objectives
and is staffed to provide responsive services to its market.
Information concerning TFC's Finance Receivables
appears on pages 41 and 42 of Textron's 1998 Annual Report
to Shareholders, which page is incorporated herein by
reference.
In February 1998, Textron acquired Systran Financial
Services. Systran provides accounts receivable financing
and other financial services to the trucking industry and is
expanding into other industries. Systran's customers range
in size from start-up companies to multi-million dollar
operations. In December 1998, Textron acquired Business
Leasing Group ("BLG") from NationsCredit Commercial
Corporation. BLG, which specializes in commercial loans
under $50,000, is being merged into TFC's existing
businesses.
The commercial finance businesses in which TFC operates
are highly competitive. TFC is subject to competition from
various types of financing institutions, including banks,
leasing companies, insurance companies, independent finance
companies associated with manufacturers, and finance
companies that are subsidiaries of banking institutions.
Competition within the commercial finance industry is
primarily focused on price and service.
Backlog
Information regarding Textron's backlog of government
and commercial orders at the end of the past two fiscal
years is contained on page 31 of Textron's 1998 Annual
Report to Shareholders, which page is incorporated herein by
reference.
Approximately 43% of Textron's total backlog of $7.7
billion at January 2, 1999, represents orders which are not
expected to be filled within the 1999 fiscal year. At
January 2, 1999, approximately 97% of the total government
backlog of $2.1 billion was funded.
Government Contracts
In 1998, 20% and 12% of the revenues of the Aircraft and
Industrial segments, respectively, constituting in the
aggregate 11% of Textron's consolidated revenues, were
generated by or resulted from contracts with the U.S.
Government. U.S. Government business is subject to
competition, changes in procurement policies and
regulations, the continuing availability of Congressional
appropriations, world events, and the size and timing of
programs in which Textron may participate.
A substantial portion of Textron's government contracts
are fixed-price or fixed-price incentive contracts.
Contracts that contain incentive pricing terms provide for
upward or downward adjustments in the prices paid by the
U.S. Government upon completion of the contract or any
agreed portion thereof, based on cost or other performance
factors. U.S. Government contracts generally may be
terminated in whole or in part at the convenience of the
U.S. Government or if the contractor is in default. Upon
termination of a contract for the convenience of the U.S.
Government, the contractor is normally entitled (up to a
maximum equal to the contract price) to reimbursement for
allowable costs incurred and an allowance for profit or
adjustment for loss if the contractor would have incurred a
loss had the entire contract been completed. If, however, a
contract is terminated for default: (a) the contractor is
paid such amount as may be agreed upon for manufacturing
materials and partially completed products accepted by the
U.S. Government; (b) the U.S. Government is not liable for
the contractor's costs with respect to unaccepted items and
is entitled to repayment of advance payments and progress
payments, if any, related to the terminated portions of the
contract; and (c) the contractor may be liable for excess
costs incurred by the U.S. Government in procuring
undelivered items from another source.
Research and Development
Information regarding Textron's research and development
expenditures is contained on page 49 of Textron's 1998
Annual Report to Shareholders, which page is incorporated
herein by reference.
Patents and Trademarks
Textron owns, or is licensed under, a number of patents
and trademarks throughout the world relating to products and
methods of manufacturing. Patents and trademarks have been
of value in the past and are expected to be of value in the
future; however, the loss of any single patent or group of
patents would not, in the opinion of Textron, materially
affect the conduct of its business.
Environmental Considerations
Textron's operations are subject to numerous laws and
regulations designed to protect the environment.
Compliance with such laws and expenditures for environmental
control facilities have not had, and are not expected to
have, a material effect on capital expenditures, earnings or
the competitive position of Textron. Additional
information regarding environmental matters is contained on
pages 29 and 53 of Textron's 1998 Annual Report to
Shareholders, which pages are incorporated herein by
reference.
Employees
At January 2, 1999, Textron had approximately 64,000
employees.
ITEM 2. PROPERTIES
At January 2, 1999, Textron operated a total of 160
plants located throughout the U.S. and 108 plants outside
the U.S. Of the total of 268 plants, Textron owned 147 and
the balance were leased. In the aggregate, the total
manufacturing space was approximately 35 million square
feet.
In addition, Textron owns or leases offices, warehouse
and other space at various locations throughout the U.S. and
outside the U.S. Textron considers the productive capacity
of the plants operated by each of its business segments to
be adequate. In general, Textron's 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
Textron is subject to a number of lawsuits,
investigations and claims arising out of the conduct of its
business, including those relating to commercial
transactions, government contracts, product liability, and
environmental, safety and health matters. Some seek
compensatory, treble or punitive damages in substantial
amounts; fines, penalties or restitution; or remediation of
contamination. and someSome are or purport to be class
actions. Under federal government procurement regulations,
some could result in suspension or debarment of Textron or
its subsidiaries from U.S. Government contracting for a
period of time. On the basis of information presently
available, Textron believes that any liability for these
suits and proceedings would not have a material effect on
Textron's net income or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No matters were submitted to a vote of Textron's
security holders during the last quarter of the period
covered by this Report.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information
concerning the executive officers and other corporate
officers of Textron as of March 15, 1999. Unless
otherwise indicated, the employer is Textron.
Executive Officers:
Name Age Position
Lewis B. Campbell 52 Chairman and Chief Executive
officer since February 1999;
formerly President and Chief
Executive Officer, July 1998
to February 1999; President
and Chief Operating Officer,
1994 to July 1998; Director
since 1994.
John A. Janitz 56 President and Chief Operating
Officer since March 1999;
formerly Chairman, President and
Chief
Executive Officer, Textron
Automotive Company, 1996
to March 1999; Executive Vice
President and General Manager of
TRW Inc.'s Occupant Restraint
Group, 1990 to 1996. Appointed
Director effective March 25, 1999.
John D. Butler 51 Executive Vice President
Administration and Chief Human
Resources Officer since
January 1999; formerly
Executive Vice President and
Chief Human Resources Officer,
1997 to December 1998; Vice
President Personnel of General
Motors International
Operations (Zurich,
Switzerland), 1993 to 1997.
Mary L. Howell 46 Executive Vice President
Government, International,
Communications and Investor
Relations since July 1998;
formerly Executive Vice
President Government and
International, 1995 to July
1998; Senior Vice President
Government and International
Relations, 1993 to 1995;
Wayne W. Juchatz 52 Executive Vice President and
General Counsel since 1995;
formerly Executive Vice
President and General Counsel
of R.J. Reynolds Tobacco
Company, 1994 to 1995; Senior
Vice President, General
Counsel and Secretary of R.J.
Reynolds Tobacco Company, 1987
to 1994.
Stephen L. Key 55 Executive Vice President and
Chief Financial Officer since
1995; formerly Executive Vice
President and Chief Financial
Officer of ConAgra, Inc., 1992
Other Corporate to 1995.
Officers:
Edward C. Arditte 43 Vice President and Treasurer
since 1997; formerly Vice
President Finance and Business
Development of Textron
Fastening Systems, 1995 to
1997; Vice President
Communications and Risk
Management of Textron Inc.,
1994 to 1995; Vice President
Investor Relations and Risk
Management, 1993 to 1994.
Frederick K. Butler 47 Vice President Business Ethics
and Corporate Secretary since
January 1999; formerly Vice
President and Secretary 1997
to 1998; Group General Counsel
Financial Services, 1995 to
1996; Assistant General
Counsel, 1994 to 1995; Vice
President and General Counsel
of Paul Revere Investment
Management Company, 1993 to
1994.
John R. Curran 43 Vice President, Business
Development Industrial
Products Segment since July
1998; formerly Director,
Business Development of
Textron Industrial Products,
1995 to June 1998; Director
Tax Planning and Senior Tax
Counsel, 1994 to 1995.
Peter B. S. Ellis 45 Vice President Strategy and
Business Development since March
1999; formerly Vice President
Strategic Planning, 1995 to March
1999; Managing Director
Telecommunications Practice of
Arthur D. Little, Inc., 1991
to 1995.
Douglas A. Fahlbeck 53 Vice President and Assistant
Controller since March 1999;
formerly Vice President Mergers
and Acquisitions, 1995 to March 1999;
Executive Vice
President and Chief Financial
Officer of Textron Financial
Corporation, 1994 to 1995;
Senior Vice President and
Chief Financial Officer of
Textron Financial Corporation,
1985 to 1994.
Arnold M. Friedman 56 Vice President and Deputy
General Counsel since 1984.
William B. Gauld 45 Vice President Corporate
Information Management and
Chief Information Officer
since 1995; formerly Staff
Vice President, Corporate
Information Management and
Chief Information Officer,
1994 to 1995; Chief
Information Officer of General
Electric (Electrical
Distribution and Control
business), 1992 to 1994.
Carol J. Grant 45 Vice President Human Resources
since 1997; formerly Vice
President of NYNEX (Rhode
Island Strategic Business
Unit), 1993 to 1997.
Gregory E. Hudson 52 Vice President Taxes since
1987.
William P. Janovitz 56 Vice President Financial
Management since 1997;
formerly Vice President
Financial Reporting, 1995 to
1997; Vice President and
Controller, 1983 to 1995.
Barbara B. Kacir 57 Vice President and Deputy
General Counsel - Litigation,
July 1998 to present; formerly
Deputy General Counsel -
Litigation, 1995 to July 1998;
Partner, Jones, Day, Reavis &
Pogue, 1980 to 1995.
Mary F. Lovejoy 43 Vice President Communications
and Investor Relations since
1996; formerly Vice President
Investor Relations, 1995 to
1996; Director Investor
Relations, 1993 to 1995.
Frank W. McNally 59 Vice President Employee
Relations and Benefits since
1995; formerly Staff Vice
President, Employee Relations
and Benefits, 1993 to 1995.
Gero K. H. Meyersiek 51 Vice President International
since 1996; formerly Vice
President of Textron
International Inc., 1995 to
1996; Vice President
International Business
Development of GE Financial
Services, 1991 to 1994.
Freda M. Peters 57 Vice President Executive
Development and Human
Resource
Policy and Compliance since
February 1997; formerly
Director
Management/Organization
Development, 1996 to 1997;
Vice President Human Resources
of Branson Ultrasonics
Corporation (subsidiary of
Emerson Electric Company),
1985 to 1996.
Daniel L. Shaffer 62 Vice President Audit since
January 1999; formerly Vice
President Audit and Business
Ethics, 1994 to January 1999;
President of Textron's
Aircraft Engine Components
Division, 1992 to 1994.
Richard F. Smith 59 Vice President Government
Affairs since 1995; formerly
Staff Vice President
Government Affairs, March 1995
to August 1995; Director
Government Affairs, 1985 to
March 1995.
Richard L. Yates 48 Vice President and Controller
since 1995; formerly Executive
Vice President, Chief
Financial Officer and
Treasurer of The Paul Revere
Corporation, 1993 to 1995.
John F. Zugschwert 65 Vice President Government
Marketing since 1995; formerly
Staff Vice President
Government Marketing, 1993 to
1995.
PART II
ITEM 5. MARKETS FOR THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
Textron's Common Stock is traded on the New York,
Chicago and Pacific Stock Exchanges. At January 2, 1999,
there were approximately 23,000 holders of Textron Common
Stock. The information on the price range of Textron's
Common Stock and dividends paid per share appearing under
"Common Stock Information" on page 56 of Textron's 1998
Annual Report to Shareholders is incorporated herein by
reference.
ITEM 6. SELECTED FINANCIAL DATA
The information appearing under "Selected Financial
Information" on page 57 of Textron's 1998 Annual Report to
Shareholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis," appearing on
pages 23 through 32 of Textron's 1998 Annual Report to
Shareholders, is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISKS
"Quantitative Risks Measures," appearing on page 29 of
Textron's 1998 Annual Report to Shareholders, is
incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary
information contained in Textron's 1998 Annual Report to
Shareholders and the Financial Statement Schedules, as
listed in the accompanying Index to Financial Statements and
Financial Statement Schedules, are incorporated herein by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
The information appearing under "Nominees for Director"
and "Directors Continuing in Office" on pages 2 through 6 of
Textron's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 28, 1999, is incorporated
herein by reference.
Information regarding Textron's executive officers is
included on pages 12 through 15 of Part I of this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing under "Report of the
Organization and Compensation Committee on Executive
Compensation, Executive Compensation and Performance Graph"
on pages 11 through 16 of Textron's Proxy Statement for the
Annual Meeting of Shareholders to be held on April 28, 1999,
is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The information appearing under "Security Ownership of
Certain Beneficial Holders" and "Security Ownership of
Management," on pages 9 through 11 of Textron's Proxy
Statement for the Annual Meeting of Shareholders to be held
on April 28, 1999, is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing under "Transactions with
Management" on page 23 of Textron's Proxy Statement for the
Annual Meeting of Shareholders to be held on April 28, 1999,
is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K
(a) Financial Statements and Schedules
The consolidated financial statements, supplementary
information and financial statement schedules listed in the
accompanying Index to Financial Statements and Financial
Statement Schedules are filed as part of this Report.
Exhibits
3.1 Restated Certificate of Incorporation of
Textron as filed January 29, 1998.
Incorporated by reference to Exhibit 3.1 to
Textron's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998.
3.2 By-Laws of Textron.
NOTE Exhibits 10.1 through 10.18 below are
management contracts or compensatory plans,
contracts or agreements.
10.1 Annual Incentive Compensation Plan For
Textron Employees. Incorporated by reference
to Exhibit 10.1 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.2A Deferred Income Plan For Textron Key
Executives. Incorporated by reference to
Exhibit 10.2 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.2B Amendments to Deferred Income Plan for
Textron Key Executives.
10.3 Special Benefits for Textron Key
Executives. Incorporated by reference to
Exhibit 10.4 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.4A Supplemental Benefits Plan For Textron
Key Executives with Market Square Profit
Sharing Plan Schedule. Incorporated by
reference to Exhibit 10.5 to Textron's Annual
Report on Form 10-K for the fiscal year ended
December 30, 1995.
10.4B Amendments to Supplemental Benefits Plan
for Textron Key Executives.
10.5A Supplemental Retirement Plan For Textron
Key Executives. Incorporated by reference to
Exhibit 10.6 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.5B Amendment to Supplemental Retirement
Plan for Textron Key Executives.
10.6 Survivor Benefit Plan For Textron Key
Executives. Incorporated by reference to
Exhibit 10.7 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.7A Textron 1987 Long-Term Incentive Plan
("1987 Plan"). Incorporated by reference to
Exhibit 10.6 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1989.
10.7B First Amendment to 1987 Plan.
Incorporated by reference to Exhibit 10.6(b)
to Textron's Annual Report on Form 10-K for
the fiscal year ended December 28, 1991.
10.8A Textron 1990 Long-Term Incentive Plan
("1990 Plan"). Incorporated by reference to
Exhibit 10.7 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1989.
10.8B First Amendment to 1990 Plan.
Incorporated by reference to Exhibit 10.7(c)
to Textron's Annual Report on Form 10-K for
the fiscal year ended December 28, 1991.
10.8C Second Amendment to 1990 Plan.
Incorporated by reference to Exhibit 10.7(c)
to Textron's Annual Report on Form 10-K for
the fiscal year ended January 2, 1993.
10.9A Textron 1994 Long-Term Incentive Plan
("1994 Plan"). Incorporated by reference to
Exhibit 10 to Textron's Quarterly Report on
Form 10-Q for the fiscal quarter ended July
2, 1994.
10.9B Amendment to 1994 Plan.
10.10 Form of Indemnity Agreement between
Textron and its directors and executive
officers. Incorporated by reference to
Exhibit A to Textron's Proxy Statement for
its Annual Meeting of Shareholders on April
29, 1987.
10.11 Deferred Income Plan for Non-Employee
Directors. Incorporated by reference to
Exhibit 10.14 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
28, 1996.
10.12 Employment Agreement between
Textron and John D. Butler dated July 23,
1998. Incorporated by reference to Exhibit
10.2 to Textron's Quarterly Report on Form 10-
Q for the fiscal quarter ended October 3,
1998.
10.13A Employment Agreement between Textron and
Lewis B. Campbell dated July 23, 1998.
Incorporated by reference to Exhibit 10.3 to
Textron's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 3, 1998.
10.13B Retention Award granted to Lewis B.
Campbell on December 14, 1995. Incorporated
by reference to Exhibit 10.16B to Textron's
Annual Report on Form 10-K for the fiscal
year ended December 30, 1995.
10.14A Employment Agreement between Textron and
James F. Hardymon dated November 24, 1989
("Employment Agreement"). Incorporated by
reference to Exhibit 10.9 to Textron's Annual
Report on Form 10-K for the fiscal year ended
December 30, 1989.
10.14B Amendment dated as of December 15, 1994,
to Employment Agreement. Incorporated by
reference to Exhibit 10.10B to Textron's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
10.14C Letter Agreement between Textron and
James F. Hardymon dated as of November 16,
1998.
10.15A Employment Agreement between Textron and
Herbert L. Henkel dated August 12, 1998.
Incorporated by reference to Exhibit 10.4 to
Textron's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 3, 1998.
10.15B Retention Award granted
to Herbert L. Henkel on December 12, 1996.
Incorporated by reference to Exhibit 10.17 to
Textron's Annual Report for the fiscal year
ended January 3, 1998.
10.16 Employment Agreement between Textron and
Mary L. Howell dated July 23, 1998.
Incorporated by reference to Exhibit 10.5 to
Textron's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 3, 1998.
10.17 Employment Agreement between
Textron and Wayne W. Juchatz dated July 23,
1998. Incorporated by reference to Exhibit
10.6 to Textron's Quarterly Report on Form 10-
Q for the fiscal quarter ended October 3,
1998.
10.18 Employment Agreement
between Textron and Stephen L. Key dated July
23, 1998. Incorporated by reference to
Exhibit 10.7 to Textron's Quarterly Report on
Form 10-Q for the fiscal quarter ended
October 3, 1998.
10.19 5-Year Credit Agreement dated as of
April 1, 1998, among Textron, the Banks
listed therein and Morgan Guaranty Trust
Company of New York as Administrative Agent.
Incorporated
by reference to Exhibit 10.2 to
Textron's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 4, 1998.
12.1 Computation of ratio of income to
combined fixed charges and preferred stock
dividends of Textron Manufacturing.
12.2 Computation of ratio of income to
combined fixed charges and preferred stock
dividends of Textron Inc. including all
majority-owned subsidiaries.
13 A portion (pages 22 through 57 and pages
60 through 62) of Textron's 1998 Annual Report to
Shareholders.
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 Auditors.
24.1 Power of attorney.
24.2 Certified copy of a resolution of the Board
of Directors of Textron.
27 Financial Data Schedule (filed electronically
only).
(b) Reports on Form 8-K
During the quarter ended January 2, 1999, Textron
filed the following report on Form 8-K with the
Securities and Exchange Commission:
Current Report on Form 8-K dated October 6, 1998,
reporting under Item 5 (Other Events) and Item 7
(Financial Statements and Exhibits) that Textron
had restated its financial statements to reflect
its Avco Financial Services, Inc. unit as a
discontinued operation.
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
15th day of March 1999.
TEXTRON INC.
Registrant
By: /s/Michael D. Cahn
Michael D. Cahn
Attorney-in-fact
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Report has been signed below on this 15th
day of March 1999, by the following persons on behalf of the
registrant and in the capacities indicated:
NAME TITLE
* Chairman and Chief Executive Officer,
Lewis B. Campbell Director
* Director
H. Jesse Arnelle
* Director
Teresa Beck
* Director
R. Stuart Dickson
* Director
Lawrence K. Fish
* Director
Joe T. Ford
* Director
Paul E. Gagne
* Director
John D. Macomber
* Director
Dana G. Mead
* Director
Brian H. Rowe
* Director
Sam F. Segnar
* Director
Jean Head Sisco
* Director
John W. Snow
* Director
Martin D. Walker
* Director
Thomas B. Wheeler
* Executive Vice President and
Stephen L. Key Chief Financial Officer
(principal financial officer)
* Vice President and Controller
Richard L. Yates (principal accounting officer)
*By:/s/Michael D. Cahn
Michael D. Cahn
Attorney-in-fact
TEXTRON INC.
INDEX TO FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Item 14(a)
Form Annual Report
Textron Inc. 10-K to Shareholders
Report of Independent Auditors 33
Consolidated Statement of Income for each of the 34
three years in the period ended January 2, 1999
Consolidated Balance Sheet at January 2, 1999 35
Consolidated Statement of Cash Flows for each of 36
the three years in the period ended January 2,
1999
Consolidated Statement of Changes in Shareholders' 38
Equity for each of the three years in the period
ended January 2, 1999
Notes to Consolidated Financial Statements 39-53
Revenues and Income by Business Segment 22
Supplementary Information (Unaudited): 54
Quarterly Financial Information 1998 and 1997 56
Financial Statement Schedule for each of the three
years in the period ended January 2, 1999
I Condensed financial information of 25
registrant
All other schedules are omitted because the conditions
requiring the filing thereof do not exist or because the
information required is included in the financial statements
and notes thereto.
TEXTRON INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT
For each of the three years in the period ended January 2,
1999
Financial information of the Registrant is omitted
because condensed financial information of Textron
Manufacturing, which includes the Registrant and all of its
majority-owned subsidiaries other than its finance
subsidiaries (Textron Finance) is shown on pages 34 through
37 of Textron's 1998 Annual Report to Shareholders.
Management believes that the disclosure of financial
information on the basis of Textron Manufacturing results in
a more meaningful presentation, since this group constitutes
the Registrant's basic borrowing entity and the only
restrictions on net assets of Textron's subsidiaries relate
to Textron Finance. The Registrant's investment in Textron
Finance is $473 million in 1998 and $406 million in 1997.
Textron Manufacturing received dividends of $62
million, $74 million and $29 million from Textron Finance in
1998, 1997 and 1996, respectively. Lending agreements limit
Textron Finance's net assets available for cash dividends
and other payments to Textron Manufacturing to approximately
$169 million of Textron Finance's net assets of $473 million
at year-end 1998.
Textron Manufacturing's credit agreements contain
provisions requiring it to maintain a minimum level of
shareholders' equity and a minimum interest coverage ratio.
For additional information concerning Textron
Manufacturing's long-term debt, see Note 7 to the
consolidated financial statements appearing on pages 43 and
44 of Textron's 1998 Annual Report to Shareholders.
For information concerning Textron-obligated
Mandatorily Redeemable Preferred Securities of Subsidiary
Trust Holding Solely Textron Junior Subordinated Debt
Securities, see Note 9 to the consolidated financial
statements appearing on page 46 of Textron's 1998 Annual
Report to Shareholders.
List of Exhibits
3.1 Restated Certificate of Incorporation of
Textron as filed January 29, 1998.
Incorporated by reference to Exhibit 3.1 to
Textron's Annual Report on Form 10-K for the
fiscal year ended January 3, 1998.
3.2 By-Laws of Textron.
NOTE: Exhibits 10.1 through 10.18 below are
management contracts or compensatory plans,
contracts or agreements.
10.1 Annual Incentive Compensation Plan For
Textron Employees. Incorporated by reference
to Exhibit 10.1 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.2A Deferred Income Plan For Textron Key
Executives. Incorporated by reference to
Exhibit 10.2 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.2B Amendments to Deferred Income Plan for
Textron Key Executives.
10.3 Special Benefits for Textron Key
Executives. Incorporated by reference to
Exhibit 10.4 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.4A Supplemental Benefits Plan For Textron
Key Executives with Market Square Profit
Sharing Plan Schedule. Incorporated by
reference to Exhibit 10.5 to Textron's Annual
Report on Form 10-K for the fiscal year ended
December 30, 1995.
10.4B Amendments to Supplemental Benefits Plan
for Textron Key Executives.
10.5A Supplemental Retirement Plan For Textron
Key Executives. Incorporated by reference to
Exhibit 10.6 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.5B Amendment to Supplemental Retirement
Plan for Textron Key Executives.
10.6 Survivor Benefit Plan For Textron Key
Executives. Incorporated by reference to
Exhibit 10.7 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1995.
10.7A Textron 1987 Long-Term Incentive Plan
("1987 Plan"). Incorporated by reference to
Exhibit 10.6 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1989.
10.7B First Amendment to 1987 Plan.
Incorporated by reference to Exhibit 10.6(b)
to Textron's Annual Report on Form 10-K for
the fiscal year ended December 28, 1991.
10.8A Textron 1990 Long-Term Incentive Plan
("1990 Plan"). Incorporated by reference to
Exhibit 10.7 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
30, 1989.
10.8B First Amendment to 1990 Plan.
Incorporated by reference to Exhibit 10.7(c)
to Textron's Annual Report on Form 10-K for
the fiscal year ended December 28, 1991.
10.8C Second Amendment to 1990 Plan.
Incorporated by reference to Exhibit 10.7(c)
to Textron's Annual Report on Form 10-K for
the fiscal year ended January 2, 1993.
10.9A Textron 1994 Long-Term Incentive Plan
("1994 Plan"). Incorporated by reference to
Exhibit 10 to Textron's Quarterly Report on
Form 10-Q for the fiscal quarter ended July
2, 1994.
10.9B Amendment to 1994 Plan.
10.10 Form of Indemnity Agreement between
Textron and its directors and executive
officers. Incorporated by reference to
Exhibit A to Textron's Proxy Statement for
its Annual Meeting of Shareholders on April
29, 1987.
10.11 Deferred Income Plan for Non-Employee
Directors. Incorporated by reference to
Exhibit 10.14 to Textron's Annual Report on
Form 10-K for the fiscal year ended December
28, 1996.
10.12 Employment Agreement between
Textron and John D. Butler dated July 23,
1998. Incorporated by reference to Exhibit
10.2 to Textron's Quarterly Report on Form 10-
Q for the fiscal quarter ended October 3,
1998.
10.13A Employment Agreement between Textron and
Lewis B. Campbell dated July 23, 1998.
Incorporated by reference to Exhibit 10.3 to
Textron's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 3, 1998.
10.13B Retention Award granted to Lewis B.
Campbell on December 14, 1995. Incorporated
by reference to Exhibit 10.16B to Textron's
Annual Report on Form 10-K for the fiscal
year ended December 30, 1995.
10.14A Employment Agreement between Textron and
James F. Hardymon dated November 24, 1989
("Employment Agreement"). Incorporated by
reference to Exhibit 10.9 to Textron's Annual
Report on Form 10-K for the fiscal year ended
December 30, 1989.
10.14B Amendment dated as of December 15, 1994,
to Employment Agreement. Incorporated by
reference to Exhibit 10.10B to Textron's
Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
10.14C Letter Agreement between Textron and
James F. Hardymon dated as of November 16,
1998.
10.15A Employment Agreement between Textron and
Herbert L. Henkel dated August 12, 1998.
Incorporated by reference to Exhibit 10.4 to
Textron's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 3, 1998.
10.15B Retention Award granted
to Herbert L. Henkel on December 12, 1996.
Incorporated by reference to Exhibit 10.17 to
Textron's Annual Report for the fiscal year
ended January 3, 1998.
10.16 Employment Agreement between Textron and
Mary L. Howell dated July 23, 1998.
Incorporated by reference to Exhibit 10.5 to
Textron's Quarterly Report on Form 10-Q for
the fiscal quarter ended October 3, 1998.
10.17 Employment Agreement between
Textron and Wayne W. Juchatz dated July 23,
1998. Incorporated by reference to Exhibit
10.6 to Textron's Quarterly Report on Form 10-
Q for the fiscal quarter ended October 3,
1998.
10.18 Employment Agreement
between Textron and Stephen L. Key dated July
23, 1998. Incorporated by reference to
Exhibit 10.7 to Textron's Quarterly Report on
Form 10-Q for the fiscal quarter ended
October 3, 1998.
10.19 5-Year Credit Agreement dated as of
April 1, 1998, among Textron, the Banks
listed therein and Morgan Guaranty Trust
Company of New York as Administrative Agent.
Incorporated by reference to Exhibit 10.2 to
Textron's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 4, 1998.
12.1 Computation of ratio of income to
combined fixed charges and preferred stock
dividends of Textron Manufacturing.
12.2 Computation of ratio of income to
combined fixed charges and preferred stock
dividends of Textron Inc. including all
majority-owned subsidiaries.
13 A portion (pages 22 through 57 and pages
60 through 62) of Textron's 1998 Annual Report to
Shareholders.
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 Auditors.
24.1 Power of attorney.
24.2 Certified copy of a resolution of the Board
of Directors of Textron.
27 Financial Data Schedule (filed electronically
only).