10-Q 1 a17-20574_110q.htm 10-Q

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

 

 

Form 10-Q

 

 

 

 

 

 

 

 

(Mark One)

[ X ]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended September 30, 2017

 

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 incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

40 Westminster Street, Providence, RI

 

02903

(Address of principal executive offices)

 

(Zip code)

 

(401) 421-2800

(Registrant’s telephone number, including area code)

 

 

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer  [  ü ]                     Accelerated filer  [ __ ]                     Non-accelerated filer  [ __ ]

 

Smaller reporting company  [ __ ]                                       Emerging growth company  [ __ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ __ ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No  ü

 

As of October 13, 2017, there were 263,420,348 shares of common stock outstanding.

 



Table of Contents

 

TEXTRON INC.

Index to Form 10-Q

For the Quarterly Period Ended September 30, 2017

 

 

 

 

 

Page

 

 

PART I.                        FINANCIAL INFORMATION

 

 

 

Item 1.                                 Financial Statements

 

 

 

Consolidated Statements of Operations (Unaudited)

3

 

 

Consolidated Statements of Comprehensive Income (Unaudited)

4

 

 

Consolidated Balance Sheets (Unaudited)

5

 

 

Consolidated Statements of Cash Flows (Unaudited)

6

 

 

Notes to the Consolidated Financial Statements (Unaudited)

 

 

 

Note 1.                         Basis of Presentation

8

Note 2.                         Business Acquisitions

9

Note 3.                         Retirement Plans

10

Note 4.                         Earnings Per Share

10

Note 5.                         Accounts Receivable and Finance Receivables

10

Note 6.                         Inventories

12

Note 7.                         Warranty Liability

12

Note 8.                         Debt

13

Note 9.                         Derivative Instruments and Fair Value Measurements

13

Note 10.                  Accumulated Other Comprehensive Loss and Other Comprehensive Income

14

Note 11.                  Special Charges

15

Note 12.                  Income Taxes

16

Note 13.                  Commitments and Contingencies

17

Note 14.                  Segment Information

17

 

 

Item 2.                                 Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

 

 

Item 3.                                 Quantitative and Qualitative Disclosures about Market Risk

29

 

 

Item 4.                                 Controls and Procedures

30

 

 

PART II.                   OTHER INFORMATION

 

 

 

Item 2.                                 Unregistered Sales of Equity Securities and Use of Proceeds

30

 

 

Item 6.                                 Exhibits

30

 

 

                       Signatures

31

 

2


 


Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

TEXTRON INC.
Consolidated Statements of Operations (Unaudited)

 

 

Three Months Ended

Nine Months Ended

(In millions, except per share amounts)

 

September 30,
2017

 

October 1,
2016

 

September 30,
2017

 

October 1,
2016

Revenues

 

 

 

 

 

 

 

 

Manufacturing revenues

$

3,466

$

3,231

$

10,127

$

9,903

Finance revenues

 

18

 

20

 

54

 

60

Total revenues

 

3,484

 

3,251

 

10,181

 

9,963

Costs, expenses and other

 

 

 

 

 

 

 

 

Cost of sales

 

2,877

 

2,661

 

8,451

 

8,185

Selling and administrative expense

 

335

 

323

 

987

 

949

Interest expense

 

44

 

45

 

129

 

132

Special charges

 

25

 

115

 

75

 

115

Total costs, expenses and other

 

3,281

 

3,144

 

9,642

 

9,381

Income from continuing operations before income taxes

 

203

 

107

 

539

 

582

Income tax benefit (expense)

 

(44)

 

192

 

(127)

 

46

Income from continuing operations

 

159

 

299

 

412

 

628

Income from discontinued operations, net of income taxes*

 

 

122

 

1

 

120

Net income

$

159

$

421

$

413

$

748

Basic earnings per share

 

 

 

 

 

 

 

 

Continuing operations

$

0.60

$

1.11

$

1.54

$

2.32

Discontinued operations

 

 

0.45

 

 

0.44

Basic earnings per share

$

0.60

$

1.56

$

1.54

$

2.76

Diluted earnings per share

 

 

 

 

 

 

 

 

Continuing operations

$

0.60

$

1.10

$

1.53

$

2.31

Discontinued operations

 

 

0.45

 

 

0.44

Diluted earnings per share

$

0.60

$

1.55

$

1.53

$

2.75

Dividends per share

 

 

 

 

 

 

 

 

Common stock

$

0.02

$

0.02

$

0.06

$

0.06

*Income from discontinued operations, net of income taxes for the three and nine months ended October 1, 2016 primarily includes the settlement of a U.S. federal income tax audit. See Note 12 for additional information.

 

See Notes to the Consolidated Financial Statements.

 

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Table of Contents

 

TEXTRON INC.

Consolidated Statements of Comprehensive Income (Unaudited)

 

 

Three Months Ended

Nine Months Ended

(In millions)

 

September 30,
2017

 

October 1,
2016

 

September 30,
2017

 

October 1,
2016

Net income

$

159

$

421

$

413

$

748

Other comprehensive income, net of tax:

 

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments, net of reclassifications

 

23

 

16

 

70

 

52

Foreign currency translation adjustments

 

34

 

4

 

98

 

8

Deferred gains (losses) on hedge contracts, net of reclassifications

 

10

 

(2)

 

18

 

23

Other comprehensive income

 

67

 

18

 

186

 

83

Comprehensive income

$

226

$

439

$

599

$

831

 

See Notes to the Consolidated Financial Statements.

 

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Table of Contents

 

TEXTRON INC.

Consolidated Balance Sheets (Unaudited)

 

(Dollars in millions)

 

 

 

 

 

September 30,
2017

 

December 31,
2016

Assets

 

 

 

 

 

 

 

 

Manufacturing group

 

 

 

 

 

 

 

 

Cash and equivalents

 

 

 

 

$

1,104

$

1,137

Accounts receivable, net

 

 

 

 

 

1,344

 

1,064

Inventories

 

 

 

 

 

4,518

 

4,464

Other current assets

 

 

 

 

 

408

 

388

Total current assets

 

 

 

 

 

7,374

 

7,053

Property, plant and equipment, less accumulated
depreciation and amortization of $4,212 and $4,123

 

 

 

 

 

2,701

 

2,581

Goodwill

 

 

 

 

 

2,354

 

2,113

Other assets

 

 

 

 

 

2,269

 

2,331

Total Manufacturing group assets

 

 

 

 

 

14,698

 

14,078

Finance group

 

 

 

 

 

 

 

 

Cash and equivalents

 

 

 

 

 

190

 

161

Finance receivables, net

 

 

 

 

 

824

 

935

Other assets

 

 

 

 

 

163

 

184

Total Finance group assets

 

 

 

 

 

1,177

 

1,280

Total assets

 

 

 

 

$

15,875

$

15,358

Liabilities and shareholders’ equity

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Manufacturing group

 

 

 

 

 

 

 

 

Short-term debt and current portion of long-term debt

 

 

 

 

$

364

$

363

Accounts payable

 

 

 

 

 

1,173

 

1,273

Accrued liabilities

 

 

 

 

 

2,504

 

2,257

Total current liabilities

 

 

 

 

 

4,041

 

3,893

Other liabilities

 

 

 

 

 

1,931

 

2,354

Long-term debt

 

 

 

 

 

3,078

 

2,414

Total Manufacturing group liabilities

 

 

 

 

 

9,050

 

8,661

Finance group

 

 

 

 

 

 

 

 

Other liabilities

 

 

 

 

 

166

 

220

Debt

 

 

 

 

 

841

 

903

Total Finance group liabilities

 

 

 

 

 

1,007

 

1,123

Total liabilities

 

 

 

 

 

10,057

 

9,784

Shareholders’ equity

 

 

 

 

 

 

 

 

Common stock

 

 

 

 

 

34

 

34

Capital surplus

 

 

 

 

 

1,711

 

1,599

Treasury stock

 

 

 

 

 

(451)

 

Retained earnings

 

 

 

 

 

5,943

 

5,546

Accumulated other comprehensive loss

 

 

 

 

 

(1,419)

 

(1,605)

Total shareholders’ equity

 

 

 

 

 

5,818

 

5,574

Total liabilities and shareholders’ equity

 

 

 

 

$

15,875

$

15,358

Common shares outstanding (in thousands)

 

 

 

 

 

263,410

 

270,287

 

See Notes to the Consolidated Financial Statements.

 

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Table of Contents

 

TEXTRON INC.

Consolidated Statements of Cash Flows (Unaudited)

For the Nine Months Ended September 30, 2017 and October 1, 2016, respectively

 

 

 

 

 

 

Consolidated

(In millions)

 

 

 

 

 

2017

 

2016

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

 

 

 

 

$

413

$

748

Less: Income from discontinued operations

 

 

 

 

 

1

 

120

Income from continuing operations

 

 

 

 

 

412

 

628

Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Non-cash items:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

332

 

331

Deferred income taxes

 

 

 

 

 

140

 

30

Asset impairments

 

 

 

 

 

25

 

36

Other, net

 

 

 

 

 

73

 

76

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

 

 

 

 

(220)

 

(92)

Inventories

 

 

 

 

 

88

 

(637)

Other assets

 

 

 

 

 

3

 

56

Accounts payable

 

 

 

 

 

(178)

 

146

Accrued and other liabilities

 

 

 

 

 

(44)

 

(290)

Income taxes, net

 

 

 

 

 

(40)

 

(216)

Pension, net

 

 

 

 

 

(276)

 

21

Captive finance receivables, net

 

 

 

 

 

76

 

54

Other operating activities, net

 

 

 

 

 

(6)

 

2

Net cash provided by operating activities of continuing operations

 

 

 

 

 

385

 

145

Net cash used in operating activities of discontinued operations

 

 

 

 

 

(24)

 

(2)

Net cash provided by operating activities

 

 

 

 

 

361

 

143

Cash flows from investing activities

 

 

 

 

 

 

 

 

Net cash used in acquisitions

 

 

 

 

 

(330)

 

(179)

Capital expenditures

 

 

 

 

 

(276)

 

(306)

Finance receivables repaid

 

 

 

 

 

27

 

40

Other investing activities, net

 

 

 

 

 

48

 

53

Net cash used in investing activities

 

 

 

 

 

(531)

 

(392)

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

 

 

 

 

682

 

520

Increase in short-term debt

 

 

 

 

 

2

 

110

Principal payments on long-term debt and nonrecourse debt

 

 

 

 

 

(116)

 

(433)

Purchases of Textron common stock

 

 

 

 

 

(451)

 

(215)

Dividends paid

 

 

 

 

 

(16)

 

(16)

Other financing activities, net

 

 

 

 

 

36

 

20

Net cash provided by (used in) financing activities

 

 

 

 

 

137

 

(14)

Effect of exchange rate changes on cash and equivalents

 

 

 

 

 

29

 

(3)

Net decrease in cash and equivalents

 

 

 

 

 

(4)

 

(266)

Cash and equivalents at beginning of period

 

 

 

 

 

1,298

 

1,005

Cash and equivalents at end of period

 

 

 

 

$

1,294

$

739

 

See Notes to the Consolidated Financial Statements.

 

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TEXTRON INC.

Consolidated Statements of Cash Flows (Unaudited) (Continued)

For the Nine Months Ended September 30, 2017 and October 1, 2016, respectively

 

 

Manufacturing Group

Finance Group

(In millions)

 

2017

 

2016

 

2017

 

2016

Cash flows from operating activities

 

 

 

 

 

 

 

 

Net income

$

400

$

733

$

13

$

15

Less: Income from discontinued operations

 

1

 

120

 

 

Income from continuing operations

 

399

 

613

 

13

 

15

Adjustments to reconcile income from continuing operations
to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Non-cash items:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

322

 

322

 

10

 

9

Deferred income taxes

 

141

 

35

 

(1)

 

(5)

Asset impairments

 

25

 

36

 

 

Other, net

 

75

 

74

 

(2)

 

2

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable, net

 

(220)

 

(92)

 

 

Inventories

 

89

 

(639)

 

 

Other assets

 

8

 

85

 

(5)

 

(3)

Accounts payable

 

(178)

 

146

 

 

Accrued and other liabilities

 

(36)

 

(283)

 

(8)

 

(7)

Income taxes, net

 

4

 

(212)

 

(44)

 

(4)

Pension, net

 

(276)

 

21

 

 

Dividends received from Finance group

 

 

29

 

 

Other operating activities, net

 

(6)

 

2

 

 

Net cash provided by (used in) operating activities of continuing operations

 

347

 

137

 

(37)

 

7

Net cash used in operating activities of discontinued operations

 

(24)

 

(2)

 

 

Net cash provided by (used in) operating activities

 

323

 

135

 

(37)

 

7

Cash flows from investing activities

 

 

 

 

 

 

 

 

Net cash used in acquisitions

 

(330)

 

(179)

 

 

Capital expenditures

 

(276)

 

(306)

 

 

Finance receivables repaid

 

 

 

220

 

220

Finance receivables originated

 

 

 

(117)

 

(126)

Other investing activities, net

 

7

 

5

 

40

 

24

Net cash provided by (used in) investing activities

 

(599)

 

(480)

 

143

 

118

Cash flows from financing activities

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

645

 

345

 

37

 

175

Increase in short-term debt

 

2

 

110

 

 

Principal payments on long-term debt and nonrecourse debt

 

(3)

 

(253)

 

(113)

 

(180)

Purchases of Textron common stock

 

(451)

 

(215)

 

 

Dividends paid

 

(16)

 

(16)

 

 

(29)

Other financing activities, net

 

37

 

20

 

(1)

 

Net cash provided by (used in) financing activities

 

214

 

(9)

 

(77)

 

(34)

Effect of exchange rate changes on cash and equivalents

 

29

 

(3)

 

 

Net increase (decrease) in cash and equivalents

 

(33)

 

(357)

 

29

 

91

Cash and equivalents at beginning of period

 

1,137

 

946

 

161

 

59

Cash and equivalents at end of period

$

1,104

$

589

$

190

$

150

 

See Notes to the Consolidated Financial Statements.

 

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Table of Contents

 

TEXTRON INC.

Notes to the Consolidated Financial Statements (Unaudited)

 

 

Note 1.  Basis of Presentation

 

Our Consolidated Financial Statements include the accounts of Textron Inc. (Textron) and its majority-owned subsidiaries.  We have prepared these unaudited consolidated financial statements in accordance with accounting principles generally accepted in the U.S. for interim financial information.  Accordingly, these interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the U.S. for complete financial statements.  The consolidated interim financial statements included in this quarterly report should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016.  In the opinion of management, the interim financial statements reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for the fair presentation of our consolidated financial position, results of operations and cash flows for the interim periods presented.  The Consolidated Statements of Cash Flows contained in these interim financial statements also reflect classification adjustments which impacted the cash flows from operating activities of continuing operations and from investing activities reported in our preliminary condensed cash flows schedules included in an attachment to our earnings press release filed as Exhibit 99.1 to our Current Report on Form 8-K filed on October 19, 2017. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

 

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

 

Use of Estimates

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

 

We periodically change our estimates of revenues and costs on certain long-term contracts that are accounted for under the percentage-of-completion method of accounting.  These changes in estimates increased income from continuing operations before income taxes in the third quarter of 2017 and 2016 by $5 million and $18 million, respectively, ($3 million and $11 million after tax, or $0.01 and $0.04 per diluted share, respectively).  For the third quarter of 2017 and 2016, the gross favorable program profit adjustments totaled $20 million and $21 million, respectively, and the gross unfavorable program profit adjustments totaled $15 million and $3 million, respectively.

 

The changes in estimates increased income from continuing operations before income taxes in the first nine months of 2017 and 2016 by $2 million and $57 million, respectively, ($1 million and $36 million after tax, or $0.00 and $0.13 per diluted share, respectively).  For the first nine months of 2017 and 2016, the gross favorable program profit adjustments totaled $63 million and $74 million, respectively, and the gross unfavorable program profit adjustments totaled $61 million and $17 million, respectively.

 

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 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. The standard is effective as of the beginning of 2018 for public companies and may be adopted either retrospectively or on a modified retrospective basis. We expect to apply the standard on a modified retrospective basis, with a cumulative catch-up adjustment recognized at the beginning of 2018.

 

Based on our review and analysis of our contracts through the end of the third quarter of 2017, we believe that the standard will primarily impact our Bell and Textron Systems segments, which have long-term production contracts with the U.S. Government as these contracts currently use the units-of-delivery accounting method; under the new standard, these contracts will transition to a

 

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model that recognizes revenue over time, principally as costs are incurred, resulting in earlier revenue recognition.  In 2016, approximately 25% of our revenues were from contracts with the U.S. Government.

 

We do not expect that the new standard will have a significant impact on revenue recognition for our Textron Aviation and Industrial segments.  For these segments, we expect to continue to primarily recognize revenue for contracts at the point in time when the customer accepts delivery of the goods provided.

 

We are currently evaluating the new disclosure requirements of the standard and expect to complete our assessment of the cumulative effect of adopting the standard in the fourth quarter of 2017.  Our evaluation of the standard will continue through the adoption date, including any impacts related to new contracts awarded and any new or emerging interpretations of the standard.  We are in the process of implementing changes to business processes, systems and internal controls required to implement and account for the new standard.

 

In February 2016, the FASB issued ASU No. 2016-02, Leases, that requires lessees to recognize all leases with a term greater than 12 months on the balance sheet as right-to-use assets and lease liabilities, while lease expenses would continue to be recognized in the statement of operations in a manner similar to current accounting guidance.  Under the current accounting guidance, we are not required to recognize assets and liabilities arising from operating leases on the balance sheet.  The new standard is effective for our company at the beginning of 2019 and early adoption is permitted.  Entities must adopt the standard on a modified retrospective basis whereby it would be applied at the beginning of the earliest comparative year.  While we continue to evaluate the impact of the standard on our consolidated financial statements, we expect that it will materially increase our assets and liabilities on our consolidated balance sheet as we recognize the rights and corresponding obligations related to our operating leases.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. For most financial assets, such as trade and other receivables, loans and other instruments, this standard changes the current incurred loss model to a forward-looking expected credit loss model, which generally will result in the earlier recognition of allowances for losses.  The new standard is effective for our company at the beginning of 2020 with early adoption permitted beginning in 2019.  Entities are required to apply the provisions of the standard through a cumulative-effect adjustment to retained earnings as of the effective date.  We are currently evaluating the impact of the standard on our consolidated financial statements.

 

In March 2017, the FASB issued ASU No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.  This standard requires companies to present only the service cost component of net periodic benefit costs in operating income in the same line as other employee compensation costs, while the other components of net periodic benefit costs must be excluded from operating income. In addition, only the service cost component will be eligible for capitalization into inventory.  This standard is effective for our company at the beginning of 2018.  The reclassification of the other components of net periodic benefit cost out of operating income must be applied retrospectively, while the change in the amount companies may capitalize into inventory can be applied prospectively. We are evaluating the impact of this standard and do not expect it to have a material impact on our consolidated financial statements.

 

Note 2.  Business Acquisitions

 

On March 6, 2017, we completed the acquisition of Arctic Cat Inc. (Arctic Cat), a publicly-held company (NASDAQ: ACAT), pursuant to a cash tender offer for $18.50 per share, followed by a short-form merger.  Arctic Cat manufactures and markets all-terrain vehicles, side-by-sides and snowmobiles, in addition to related parts, garments and accessories.  The cash paid for this business, including repayment of debt and net of cash acquired, totaled $316 million.  Arctic Cat provides a platform to expand our product portfolio and increase our distribution channel to support growth within our Textron Specialized Vehicles business in the Industrial segment.  The operating results of Arctic Cat are included in the Consolidated Statements of Operations since the closing date.

 

We allocated the consideration paid for this business on a preliminary basis to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date.  We expect to finalize the purchase accounting as soon as reasonably possible during the one-year measurement period.  Based on the preliminary allocation, $221 million has been allocated to goodwill, related to expected synergies and the value of the assembled workforce, and $75 million to intangible assets, which includes $18 million of indefinite-lived assets related to tradenames. The definite-lived intangible assets are primarily related to customer/dealer relationships and technology, which will be amortized over 8 to 20 years. We determined the value of the intangible assets using the relief-from-royalty and multi-period excess earnings methods, which utilize significant unobservable inputs, or Level 3 inputs, as defined by the fair value hierarchy.  Under these valuation methods, we are required to make estimates and assumptions about sales, operating margins, growth rates, royalty rates and discount rates based on anticipated cash flows and marketplace data.  Approximately $5 million of the goodwill is deductible for tax purposes.

 

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Note 3.  Retirement Plans

 

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

 

 

Three Months Ended

Nine Months Ended

(In millions)

 

September 30,
2017

 

October 1,
2016

 

September 30,
2017

 

October 1,
2016

Pension Benefits

 

 

 

 

 

 

 

 

Service cost

$

25

$

25

$

75

$

74

Interest cost

 

81

 

84

 

242

 

254

Expected return on plan assets

 

(127)

 

(123)

 

(380)

 

(368)

Amortization of net actuarial loss

 

34

 

26

 

102

 

78

Amortization of prior service cost

 

4

 

4

 

12

 

11

Net periodic benefit cost

$

17

$

16

$

51

$

49

Postretirement Benefits Other Than Pensions

 

 

 

 

 

 

 

 

Service cost

$

1

$

1

$

2

$

2

Interest cost

 

3

 

4

 

9

 

12

Amortization of prior service credit

 

(2)

 

(6)

 

(6)

 

(17)

Net periodic benefit cost (credit)

$

2

$

(1)

$

5

$

(3)

 

In September 2017, we made a $300 million discretionary contribution to fund a U.S. pension plan.

 

Note 4.  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.

 

The weighted-average shares outstanding for basic and diluted EPS are as follows:

 

 

Three Months Ended

Nine Months Ended

(In thousands)

 

September 30,
2017

 

October 1,
2016

 

September 30,
2017

 

October 1,
2016

Basic weighted-average shares outstanding

 

264,624

 

270,560

 

267,409

 

270,703

Dilutive effect of stock options

 

2,365

 

1,539

 

2,325

 

1,348

Diluted weighted-average shares outstanding

 

266,989

 

272,099

 

269,734

 

272,051

 

Stock options to purchase 1.5 million and 1.2 million shares of common stock are excluded from the calculation of diluted weighted-average shares outstanding for the three and nine months ended September 30, 2017, respectively, as their effect would have been anti-dilutive. Stock options to purchase 3.5 million and 3.6 million shares of common stock are excluded from the calculation of diluted weighted-average shares outstanding for both the three and nine months ended October 1, 2016, as their effect would have been anti-dilutive.

 

Note 5.  Accounts Receivable and Finance Receivables

 

Accounts Receivable

Accounts receivable is composed of the following:

 

(In millions)

 

 

 

 

 

September 30,
2017

 

December 31,
2016

Commercial

 

 

 

 

$

1,061

$

797

U.S. Government contracts

 

 

 

 

 

310

 

294

 

 

 

 

 

 

1,371

 

1,091

Allowance for doubtful accounts

 

 

 

 

 

(27)

 

(27)

Total

 

 

 

 

$

1,344

$

1,064

 

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We have unbillable receivables, primarily on U.S. Government contracts, that arise when the revenues we have appropriately recognized based on performance cannot be billed yet under terms of the contract.  Unbillable receivables within accounts receivable totaled $201 million at September 30, 2017 and $178 million at December 31, 2016.

 

Finance Receivables

Finance receivables are presented in the following table:

 

(In millions)

 

 

 

 

 

September 30,
2017

 

December 31,
2016

Finance receivables*

 

 

 

 

$

858

$

976

Allowance for losses

 

 

 

 

 

(34)

 

(41)

Total finance receivables, net

 

 

 

 

$

824

$

935

 

* Includes finance receivables held for sale of $30 million at both September 30, 2017 and December 31, 2016.

 

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.  Accrual of interest income is suspended for these accounts and all cash collections are generally 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.  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 the delinquency aging category are summarized as follows:

 

(Dollars in millions)

 

 

 

 

 

September 30,
2017

 

December 31,
2016

Performing

 

 

 

 

$

699

$

758

Watchlist

 

 

 

 

 

59

 

101

Nonaccrual

 

 

 

 

 

70

 

87

Nonaccrual as a percentage of finance receivables

 

 

 

 

 

8.45%

 

9.20%

Less than 31 days past due

 

 

 

 

$

740

$

857

31-60 days past due

 

 

 

 

 

38

 

49

61-90 days past due

 

 

 

 

 

20

 

18

Over 90 days past due

 

 

 

 

 

30

 

22

60 + days contractual delinquency as a percentage of finance receivables

 

 

 

 

 

6.04%

 

4.23%

 

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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 the first nine months of 2017 or 2016.

 

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

 

(In millions)

 

 

 

 

 

September 30,
2017

 

December 31,
2016

Recorded investment:

 

 

 

 

 

 

 

 

Impaired loans with related allowance for losses

 

 

 

 

$

33

$

55

Impaired loans with no related allowance for losses

 

 

 

 

 

41

 

65

Total

 

 

 

 

$

74

$

120

Unpaid principal balance

 

 

 

 

$

80

$

125

Allowance for losses on impaired loans

 

 

 

 

 

7

 

11

Average recorded investment

 

 

 

 

 

92

 

101

 

A summary of the allowance for losses on finance receivables, based on how the underlying finance receivables are evaluated for impairment, is provided below.  The finance receivables reported in this table specifically exclude leveraged leases in accordance with U.S. generally accepted accounting principles.

 

(In millions)

 

 

 

 

 

September 30,
2017

 

December 31,
2016

Allowance based on collective evaluation

 

 

 

 

$

27

$

30

Allowance based on individual evaluation

 

 

 

 

 

7

 

11

Finance receivables evaluated collectively

 

 

 

 

 

657

 

727

Finance receivables evaluated individually

 

 

 

 

 

74

 

120

 

Note 6.  Inventories

 

Inventories are composed of the following:

 

(In millions)

 

 

 

 

 

September 30,
2017

 

December 31,
2016

Finished goods

 

 

 

 

$

1,875

$

1,947

Work in process

 

 

 

 

 

2,697

 

2,742

Raw materials and components

 

 

 

 

 

813

 

724

 

 

 

 

 

 

5,385

 

5,413

Progress/milestone payments

 

 

 

 

 

(867)

 

(949)

Total

 

 

 

 

$

4,518

$

4,464

 

Note 7.  Warranty Liability

 

Changes in our warranty liability are as follows:

 

 

 

 

 

 

Nine Months Ended

(In millions)

 

 

 

 

 

September 30,
2017

 

October 1,
2016

Beginning of period

 

 

 

 

$

138

$

143

Provision

 

 

 

 

 

54

 

58

Settlements

 

 

 

 

 

(55)

 

(59)

Acquisitions

 

 

 

 

 

32

 

2

Adjustments*

 

 

 

 

 

(2)

 

(12)

End of period

 

 

 

 

$

167

$

132

 

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

 

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Note 8.  Debt

 

Under our shelf registration statement, on September 13, 2017, we issued $300 million of fixed-rate notes due March 1, 2028 that bear an annual interest rate of 3.375%. The net proceeds of the issuance totaled $298 million, after deducting underwriting discounts, commissions and offering expenses. In addition, on March 6, 2017, we issued $350 million of fixed-rate notes due March 15, 2027 that bear an annual interest rate of 3.65%, with net proceeds totaling $347 million.

 

Note 9.  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 primarily utilize foreign currency exchange contracts with maturities of no more than three years to manage this volatility.  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. 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.

 

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 September 30, 2017 and December 31, 2016, we had foreign currency exchange contracts with notional amounts upon which the contracts were based of $569 million and $665 million, respectively.  At September 30, 2017, the fair value amounts of our foreign currency exchange contracts were a $19 million asset and an $9 million liability. At December 31, 2016, the fair value amounts of our foreign currency exchange contracts were a $7 million asset and a $17 million liability.

 

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 periods ended September 30, 2017 and December 31, 2016, the Finance group’s impaired nonaccrual finance receivables of $26 million and $44 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 were not significant for both the third quarter and first nine months of 2017 and 2016.

 

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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:

 

 

September 30, 2017

December 31, 2016

(In millions)

 

Carrying
Value

 

Estimated
Fair Value

 

Carrying
Value

 

Estimated
Fair Value

Manufacturing group

 

 

 

 

 

 

 

 

Debt, excluding leases

$

(3,358)

$

(3,504)

$

(2,690)

$

(2,809)

Finance group

 

 

 

 

 

 

 

 

Finance receivables, excluding leases

 

617

 

656

 

729

 

758

Debt

 

(841)

 

(810)

 

(903)

 

(831)

 

Fair value for the Manufacturing group debt is determined using market observable data for similar transactions (Level 2).  The fair value for the Finance group debt was determined primarily based on discounted cash flow analyses using observable market inputs from debt with similar duration, subordination and credit default expectations (Level 2).  Fair value estimates for finance receivables 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 10.  Accumulated Other Comprehensive Loss and Other Comprehensive Income

 

The components of Accumulated Other Comprehensive Loss are presented below:

 

(In millions)

 

Pension and
Postretirement
Benefits
Adjustments

 

Foreign
Currency
Translation
Adjustments

 

Deferred

Gains (Losses)

on Hedge

Contracts

 

Accumulated

Other

Comprehensive

Loss

For the nine months ended September 30, 2017

 

 

 

 

 

 

 

 

Beginning of period

$

(1,505)

$

(96)

$

(4)

$

(1,605)

Other comprehensive income before reclassifications

 

 

98

 

10

 

108

Reclassified from Accumulated other comprehensive loss

 

70

 

 

8

 

78

Other comprehensive income

 

70

 

98

 

18

 

186

End of period

$

(1,435)

$

2

$

14

$

(1,419)

For the nine months ended October 1, 2016

 

 

 

 

 

 

 

 

Beginning of period

$

(1,327)

$

(47)

$

(24)

$

(1,398)

Other comprehensive income before reclassifications

 

5

 

8

 

11

 

24

Reclassified from Accumulated other comprehensive loss

 

47

 

 

12

 

59

Other comprehensive income

 

52

 

8

 

23

 

83

End of period

$

(1,275)

$

(39)

$

(1)

$

(1,315)

 

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Table of Contents

 

The before and after-tax components of other comprehensive income are presented below:

 

 

September 30, 2017

October 1, 2016

(In millions)

 

Pre-Tax
Amount

 

Tax
(Expense)
Benefit

 

After-Tax
Amount

 

Pre-Tax
Amount

 

Tax
(Expense)
Benefit

 

After-Tax
Amount

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net actuarial loss*

$

34

$

(12)

$

22

$

26

$

(9)

$

17

Amortization of prior service cost (credit)*

 

2

 

(1)

 

1

 

(2)

 

1

 

(1)

Pension and postretirement benefits adjustments, net

 

36

 

(13)

 

23

 

24

 

(8)

 

16

Deferred gains (losses) on hedge contracts:

 

 

 

 

 

 

 

 

 

 

 

 

Current deferrals

 

9

 

(2)

 

7

 

(3)

 

 

(3)

Reclassification adjustments

 

3

 

 

3

 

1

 

 

1

Deferred gains (losses) on hedge contracts, net

 

12

 

(2)

 

10

 

(2)

 

 

(2)

Foreign currency translation adjustments

 

31

 

3

 

34

 

13

 

(9)

 

4

Total

$

79

$

(12)

$

67

$

35

$

(17)

$

18

Nine Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

Pension and postretirement benefits adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of net actuarial loss*

$

102

$

(36)

$

66

$

78

$

(28)

$

50

Amortization of prior service cost (credit)*

 

6

 

(2)

 

4

 

(6)

 

3

 

(3)

Unrealized gains

 

 

 

 

7

 

(2)

 

5

Pension and postretirement benefits adjustments, net

 

108

 

(38)

 

70

 

79

 

(27)

 

52

Deferred gains on hedge contracts:

 

 

 

 

 

 

 

 

 

 

 

 

Current deferrals

 

14

 

(4)

 

10

 

17

 

(6)

 

11

Reclassification adjustments

 

9

 

(1)

 

8

 

16

 

(4)

 

12

Deferred gains on hedge contracts, net

 

23

 

(5)

 

18

 

33

 

(10)

 

23

Foreign currency translation adjustments

 

91

 

7

 

98

 

24

 

(16)

 

8

Total

$

222

$

(36)

$

186

$

136

$

(53)

$

83

 

*These components of other comprehensive income are included in the computation of net periodic pension cost.  See Note 11 of our 2016 Annual Report on Form 10-K for additional information.

 

Note 11.  Special Charges

 

In the third quarter of 2016, we initiated a plan to restructure and realign our businesses by implementing headcount reductions, facility consolidations and other actions in order to improve overall operating efficiency across Textron.  In connection with this plan, we recorded special charges of $15 million and $42 million in the third quarter and first nine months of 2017, respectively, and $115 million of special charges in both the third quarter and first nine months of 2016.  Since the inception of the 2016 plan, we have incurred a total of $84 million of severance costs, $63 million of asset impairments and $18 million in contract terminations and other costs.  Of these amounts, $67 million was incurred at Textron Systems, $63 million at Textron Aviation, $29 million at Industrial and $6 million at Bell and Corporate. The total headcount reduction under this plan is expected to be approximately 2,000 positions, representing approximately 5% of our workforce.

 

In connection with the acquisition of Arctic Cat, as discussed in Note 2, we initiated a restructuring plan in the first quarter of 2017 to integrate this business into our Textron Specialized Vehicles business within the Industrial segment to reduce operating redundancies and maximize efficiencies.  As a result of this plan, we recorded restructuring charges of $8 million and $27 million in the third quarter and first nine months of 2017, respectively.  Under this plan, we have incurred a total of $19 million of severance costs, largely related to change-of-control provisions, and $8 million of contract termination and other costs.  In addition, we recorded $2 million and $6 million of acquisition-related transaction and integration costs in the third quarter and first nine months of 2017, respectively.

 

We expect both the 2016 Plan and the Arctic Cat plan to be complete by the end of 2017 with approximately $10 million in aggregate special charges expected in the fourth quarter of 2017.

 

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Special charges recorded for both plans are as follows:

 

(In millions)

 

Severance
Costs

 

Asset
Impairments

 

Contract
Terminations
and Other

 

Acquisition
Integration/
Transaction
Costs

 

Total
Special
Charges

For the three months ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

Industrial

$

1

$

1

$

9

$

2

$

13

Textron Aviation

 

6

 

 

 

 

6

Textron Systems

 

1

 

3

 

2

 

 

6

 

$

8

$

4

$

11

$

2

$

25

For the three months ended October 1, 2016

 

 

 

 

 

 

 

 

 

 

Industrial

$

11

$

2

$

$

$

13

Textron Aviation

 

34

 

1

 

 

 

35

Textron Systems

 

13

 

33

 

13

 

 

59

Bell

 

8

 

 

 

 

8

 

$

66

$

36

$

13

$

$

115

For the nine months ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

Industrial

$

20

$

1

$

15

$

6

$

42

Textron Aviation

 

11

 

17

 

 

 

28

Textron Systems

 

2

 

7

 

(4)

 

 

5

 

$

33

$

25

$

11

$

6

$

75

For the nine months ended October 1, 2016

 

 

 

 

 

 

 

 

 

 

Industrial

$

11

$

2

$

$

$

13

Textron Aviation

 

34

 

1

 

 

 

35

Textron Systems

 

13

 

33

 

13

 

 

59

Bell

 

8

 

 

 

 

8

 

$

66

$

36

$

13

$

$

115

 

An analysis of our restructuring reserve activity for both plans in the first nine months of 2017 is summarized below:

 

(In millions)

 

 

 

 

 

Severance
Costs

 

Contract
Terminations
and Other

 

Total

Balance at December 31, 2016

 

 

 

 

$

50

$

13

$

63

Provision for Arctic Cat plan

 

 

 

 

 

19

 

8

 

27

Provision for 2016 plan

 

 

 

 

 

15

 

11

 

26

Reversals*

 

 

 

 

 

(1)

 

(8)

 

(9)

Cash paid

 

 

 

 

 

(64)

 

(11)

 

(75)

Balance at September 30, 2017

 

 

 

 

$

19

$

13

$

32

*Primarily related to favorable contract negotiations in the Textron Systems segment.

 

We expect cash payments for both restructuring plans to be approximately $30 million in the fourth quarter of 2017.  Severance costs generally are paid on a lump-sum basis and include outplacement costs, which are paid in accordance with normal payment terms.

 

Note 12.  Income Taxes

 

Income tax expense equated to an effective income tax rate of 21.7% and 23.6% in the third quarter and first nine months of 2017, respectively.  The third quarter of 2017 included a net discrete tax benefit of $15 million, largely related to state income taxes, which included a unitary filing election that resulted in a non-recurring benefit in the quarter and state refund claims.

 

We recognized an income tax benefit of $192 million in the third quarter of 2016 and $46 million in the first nine months of 2016, largely related to a settlement with the U.S. Internal Revenue Service Office of Appeals for our 1998 to 2008 tax years, which resulted in a $206 million benefit recognized in continuing operations.  We also recognized a $113 million benefit in discontinued operations related to the settlement.  In addition to the $206 million benefit, the effective tax rate for the third quarter of 2016 was favorably impacted by $9 million in higher qualified research and development expenses and $7 million from a change in the mix of our earnings from U.S. to non-U.S., which includes jurisdictions with lower tax rates than the U.S. federal statutory rate. Our U.S. earnings declined primarily due to the impact of restructuring activities as discussed in Note 11.

 

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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.

 

Note 14.  Segment Information

 

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 special charges.  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:

 

 

Three Months Ended

Nine Months Ended

(In millions)

 

September 30,
2017

 

October 1,
2016

 

September 30,
2017

 

October 1,
2016

Revenues

 

 

 

 

 

 

 

 

  Textron Aviation

$

1,154

$

1,198

$

3,295

$

3,485

  Bell

 

812

 

734

 

2,334

 

2,352

  Textron Systems

 

458

 

413

 

1,351

 

1,224

  Industrial

 

1,042

 

886

 

3,147

 

2,842

  Finance

 

18

 

20

 

54

 

60

Total revenues

$

3,484

$

3,251

$

10,181

$

9,963

Segment Profit

 

 

 

 

 

 

 

 

  Textron Aviation

$

93

$

100

$

183

$

254

  Bell

 

106

 

97

 

301

 

260

  Textron Systems

 

40

 

44

 

102

 

133

  Industrial

 

49

 

66

 

207

 

256

  Finance

 

7

 

3

 

16

 

15

Segment profit

 

295

 

310

 

809

 

918

Corporate expenses and other, net

 

(30)

 

(53)

 

(88)

 

(116)

Interest expense, net for Manufacturing group

 

(37)

 

(35)

 

(107)

 

(105)

Special charges

 

(25)

 

(115)

 

(75)

 

(115)

Income from continuing operations before income taxes

$

203

$

107

$

539

$

582

 

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Consolidated Results of Operations

 

 

Three Months Ended

Nine Months Ended

(Dollars in millions)

 

September 30,
2017

 

October 1,
2016

 

%    
Change

 

September 30,
2017

 

October 1,
2016

 

%    
Change

Revenues

$

3,484

$

3,251

 

7%

$

10,181

$

9,963

 

2%

Operating expenses

 

3,212

 

2,984

 

8%

 

9,438

 

9,134

 

3%

Cost of sales

 

2,877

 

2,661

 

8%

 

8,451

 

8,185

 

3%

Selling and administrative expense

 

335

 

323

 

4%

 

987

 

949

 

4%

Gross margin percentage of Manufacturing revenues

 

17.0%

 

17.6%

 

 

 

16.5%

 

17.3%

 

 

 

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 25.

 

Revenues

 

Revenues increased $233 million, 7%, in the third quarter of 2017, compared with the third quarter of 2016, largely driven by increases in the Industrial, Bell and Textron Systems segments, partially offset by lower revenues at the Textron Aviation segment.  The net revenue increase included the following factors:

 

·

Higher Industrial revenues of $156 million, primarily due to the impact from the acquisition of Arctic Cat described in the Segment Analysis section below.

·

Higher Bell revenues of $78 million, primarily due to an increase in commercial revenues of $107 million, largely related to higher volume.

·

Higher Textron Systems revenues of $45 million, primarily due to higher volume of $74 million in the Marine and Land Systems product line, partially offset by lower volume of $49 million in the Weapons and Sensors and the Unmanned Systems product lines.

·

Lower Textron Aviation revenues of $44 million, primarily due to lower volume and mix of $65 million, largely reflecting lower pre-owned aircraft volume.

 

Revenues increased $218 million in the first nine months of 2017, compared with the first nine months of 2016, largely driven by increases in the Industrial and Textron Systems segments, partially offset by lower revenues at the Textron Aviation and Bell segments.  The net revenue increase included the following factors:

 

·

Higher Industrial revenues of $305 million, primarily due to the impact from the acquisition of Arctic Cat.

·

Higher Textron Systems revenues of $127 million, primarily due to higher volume of $194 million in the Marine and Land Systems product line, partially offset by lower volume of $105 million in the Weapons and Sensors and the Unmanned Systems product lines.

·

Lower Textron Aviation revenues of $190 million, primarily due to lower volume and mix of $230 million, largely the result of lower military and commercial turboprop volume.

·

Lower Bell revenues of $18 million, primarily due to a decrease in V-22 program revenues of $82 million, largely reflecting lower aircraft deliveries, and a decrease in other military revenues of $43 million, primarily due to lower H-1 deliveries, partially offset by an increase in commercial revenues of $107 million, primarily due to higher deliveries.

 

Cost of Sales and Selling and Administrative Expense

Manufacturing cost of sales and selling and administrative expense together comprise our operating expenses. Cost of sales increased $216 million, 8%, and $266 million, 3%, in the third quarter and first nine months of 2017, respectively, compared with the corresponding periods of 2016, primarily related to the acquisition of Arctic Cat.  The increase in the third quarter of 2017 was also impacted by higher net volume as described above.

 

Selling and administrative expense increased $12 million, 4%, in the third quarter of 2017, and $38 million, 4%, in the first nine months of 2017, compared with the corresponding periods of 2016, primarily due to an increase from acquired businesses, largely related to the acquisition of Arctic Cat.

 

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Special Charges

In the third quarter of 2016, we initiated a plan to restructure and realign our businesses by implementing headcount reductions, facility consolidations and other actions in order to improve overall operating efficiency across Textron.  In connection with this plan, we recorded special charges of $15 million and $42 million in the third quarter and first nine months of 2017, respectively, and $115 million of special charges in both the third quarter and first nine months of 2016.  Since the inception of the 2016 plan, we have incurred a total of $84 million of severance costs, $63 million of asset impairments and $18 million in contract terminations and other costs.  Of these amounts, $67 million was incurred at Textron Systems, $63 million at Textron Aviation, $29 million at Industrial and $6 million at Bell and Corporate. The total headcount reduction under this plan is expected to be approximately 2,000 positions, representing approximately 5% of our workforce.

 

In connection with the acquisition of Arctic Cat, as discussed in Note 2, we initiated a restructuring plan in the first quarter of 2017 to integrate this business into our Textron Specialized Vehicles business within the Industrial segment to reduce operating redundancies and maximize efficiencies.  As a result of this plan, we recorded restructuring charges of $8 million and $27 million in the third quarter and first nine months of 2017, respectively.  Under this plan, we have incurred a total of $19 million of severance costs, largely related to change-of-control provisions, and $8 million of contract termination and other costs.  In addition, we recorded $2 million and $6 million of acquisition-related transaction and integration costs in the third quarter and first nine months of 2017, respectively.

 

We expect both the 2016 Plan and the Arctic Cat plan to be complete by the end of 2017 with approximately $10 million in aggregate special charges expected in the fourth quarter of 2017.

 

Special charges recorded for both plans are as follows:

 

(In millions)

 

Severance
Costs

 

Asset
Impairments

 

Contract
Terminations
and Other

 

Acquisition
Integration/
Transaction
Costs

 

Total
Special
Charges

For the three months ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

Industrial

$

1

$

1

$

9

$

2

$

13

Textron Aviation

 

6

 

 

 

 

6

Textron Systems

 

1

 

3

 

2

 

 

6

 

$

8

$

4

$

11

$

2

$

25

For the three months ended October 1, 2016

 

 

 

 

 

 

 

 

 

 

Industrial

$

11

$

2

$

$

$

13

Textron Aviation

 

34

 

1

 

 

 

35

Textron Systems

 

13

 

33

 

13

 

 

59

Bell

 

8

 

 

 

 

8

 

$

66

$

36

$

13

$

$

115

For the nine months ended September 30, 2017

 

 

 

 

 

 

 

 

 

 

Industrial

$

20

$

1

$

15

$

6

$

42

Textron Aviation

 

11

 

17

 

 

 

28

Textron Systems

 

2

 

7

 

(4)

 

 

5

 

$

33

$

25

$

11

$

6

$

75

For the nine months ended October 1, 2016

 

 

 

 

 

 

 

 

 

 

Industrial

$

11

$

2

$

$

$

13

Textron Aviation

 

34

 

1

 

 

 

35

Textron Systems

 

13

 

33

 

13

 

 

59

Bell

 

8

 

 

 

 

8

 

$

66

$

36

$

13

$

$

115

 

Income Taxes

Income tax expense equated to an effective income tax rate of 21.7% and 23.6% in the third quarter and first nine months of 2017, respectively.  The third quarter of 2017 included a net discrete tax benefit of $15 million, largely related to state income taxes, which included a unitary filing election that resulted in a non-recurring benefit in the quarter and state refund claims.

 

We recognized an income tax benefit of $192 million in the third quarter of 2016 and $46 million in the first nine months of 2016, largely related to a settlement with the U.S. Internal Revenue Service Office of Appeals for our 1998 to 2008 tax years, which resulted in a $206 million benefit recognized in continuing operations.  We also recognized a $113 million benefit in discontinued operations related to the settlement.  In addition to the $206 million benefit, the effective tax rate for the third quarter of 2016 was favorably impacted by $9 million in higher qualified research and development expenses and $7 million from a change in the mix

 

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Table of Contents

 

of our earnings from U.S. to non-U.S., which includes jurisdictions with lower tax rates than the U.S. federal statutory rate. Our U.S. earnings declined primarily due to the impact of restructuring activities as discussed in Note 11.

 

Backlog

 

(In millions)

 

 

 

 

 

September 30,
2017

 

December 31,
2016

Bell

 

 

 

 

$

5,005

$

5,360

Textron Systems

 

 

 

 

 

1,473

 

1,841

Textron Aviation

 

 

 

 

 

1,165

 

1,041

Total backlog

 

 

 

 

$

7,643

$

8,242

 

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 special charges. 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 25% of our 2016 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 described in net sales typically drive corresponding changes in our segment pr