10-K 1 a06-1864_110k.htm FORM 10-K FOR FISCAL YEAR ENDED DECEMBER 31, 2005

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K

 

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

 

For the fiscal year ended December 31, 2005

 

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

Title of Class

 

on Which Registered

 

 

 

Common Stock – par value 12½ ¢ (130,208,924 shares outstanding at February 11, 2006);

 

New York Stock Exchange

 

 

Pacific Stock Exchange

 

 

Chicago Stock Exchange

 

 

 

$2.08 Cumulative Convertible Preferred Stock, Series A – no par value

 

New York Stock Exchange

 

 

 

 

 

 

$1.40 Convertible Preferred Dividend Stock, Series B (preferred only as to dividends) – no par value

 

New York Stock Exchange

 

 

 

 

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

 

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ý. No o.

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o. No ý.

 

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 ý. No o.

 

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. [ý]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ý Accelerated filer o Non-accelerated filer o

 

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

 

The aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of Textron’s most recently completed second fiscal quarter, July 2, 2005, was approximately $10,232,538,118. Textron has no non-voting common equity.

 

Portions of Textron’s Proxy Statement for its Annual Meeting of Shareholders to be held on April 26, 2006, are incorporated by reference in Part III of this Report.

 

 


 

PART I

 

Item 1. Business of Textron

 

Textron Inc. is a global multi-industry company with operations in 33 countries and with approximately 37,000 employees in our continuing operations. Our business was founded in 1923 and reincorporated in Delaware on July 31, 1967. Today, we leverage our global network of aircraft, industrial and finance businesses to provide customers with innovative solutions and services.

 

Business Segments

 

We operate in four business segments – Bell, Cessna, Industrial and Finance. Our business segments include operations that are unincorporated divisions of Textron Inc. or its subsidiaries and others that are separately incorporated subsidiaries. A description of the business done and intended to be done by each of our business segments is set forth below. Financial information by business segment and geographic area appears in Note 21 of the Consolidated Financial Statements on pages 74 through 75 of this Annual Report on Form 10-K. We also continue to operate in the Fastening Systems business, which was classified as a discontinued operation for financial reporting purposes in the fourth quarter of 2005.

 

Bell Segment

 

The Bell segment is comprised of Bell Helicopter and Textron Systems.

 

Bell Helicopter

 

Bell Helicopter is one of the largest suppliers of helicopters, tiltrotor aircraft, and helicopter-related spare parts and services in the world. Bell Helicopter manufactures for both military and commercial applications. Bell Helicopter’s revenues accounted for approximately 21%, 19% and 22% of our total revenues from continuing operations in 2005, 2004 and 2003, respectively.

 

Bell Helicopter supplies advanced military helicopters and support (including spare parts, support equipment, technical data, trainers, pilot and maintenance training, component repairs, aircraft modifications, contractor maintenance and field and product support engineering services) to the U.S. Government and to military customers outside the United States. Bell Helicopter is one of the leading suppliers of helicopters to the U.S. Government and, in association with The Boeing Company, the only supplier of military tiltrotor aircraft. Bell Helicopter is teamed with The Boeing Company to develop, produce and support the V-22 Osprey tiltrotor aircraft for the U.S. Department of Defense. Tiltrotor aircraft are designed to provide the benefits of both helicopters and fixed-wing aircraft. Through Production Lot 9, the U.S. Government has issued contracts for 83 production V-22 aircraft. The V-22 Operational Evaluation (“OPEVAL”) was successfully completed in 2005, which led to an Acquisition Decision Memorandum that authorized full-rate production for the V-22 in future production lots.

 

Bell Helicopter is nearing completion of the Engineering and Manufacturing Development phase of the H-1 Upgrade Program for the U.S. Marine Corps. This program will produce an advanced attack and a utility model helicopter, the AH-1Z and UH-1Y, respectively, both of which are designed to have 84% parts commonality, which meets the U.S. Government’s intent to reduce operational life cycle costs. Bell delivered the first two aircraft for OPEVAL training in October, and the OPEVAL is planned to begin shortly after the delivery of the remaining two aircraft in 2006. The U.S. Government has issued contracts for the production of ten UH-1Y aircraft and six AH-1Z aircraft through Low Rate Initial Production (“LRIP”) of Lots 1 and 2. This program calls for a total of 280 production units.

 

In July 2005, Bell Helicopter was awarded a U.S. Government contract for System Development and Demonstration of the Armed Reconnaissance Helicopter; this contract includes priced options for LRIP Lot 1 (6-12 aircraft) and Lot 2 (18-36 aircraft). This program calls for a total of 368 production units.

 

Bell Helicopter is also a leading supplier of commercially certified helicopters to corporate, offshore petroleum exploration and development, utility, charter, police, fire, rescue and emergency medical helicopter operators.

 

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Bell Helicopter is a member of Bell/Agusta Aerospace Company LLC (“BAAC”), a joint venture with Agusta S.p.A. and two of its affiliated companies (collectively, “Agusta”), a leading helicopter manufacturer based in Italy, for the design, manufacture, sale and customer support of the revolutionary civil tiltrotor aircraft, the Model BA609. On December 20, 2005, Bell Helicopter and Agusta entered into a realignment of BAAC under which Bell sold its interest in the venture’s medium twin Model AB139 helicopter to Agusta so that Bell could focus on its own medium twin products and BAAC could focus exclusively on the Model BA609. The Model BA609 met a major milestone in 2005 by achieving forward flight in airplane mode for the first time. In 2005, the Model BA609 also achieved speeds in excess of 220 miles per hour and an altitude of over 15,000 feet.

 

Bell Helicopter and AgustaWestland North America Inc. formed the AgustaWestlandBell LLC (“AWB LLC”) in January 2004 for the joint design, development, manufacture, sale, customer training and product support of the US101 helicopter and certain variations and derivatives thereof, to be offered and sold to departments or agencies of the U.S. Government. On January 28, 2005, Lockheed Martin, with AWB LLC as its principal subcontractor, was selected to design, develop, manufacture and support the Presidential helicopter for the U.S. Marine Corps Marine 1 Helicopter Squadron (VH-71) Program. Bell Helicopter plans to assemble the production aircraft at its Assembly & Integration Center in Amarillo, Texas.

 

Bell’s helicopter business competes against a number of competitors based in the United States and other countries, and its spare parts business competes against numerous competitors around the world. Competition is based primarily on price, quality, product support, performance, reliability and reputation.

 

Textron Systems

 

Textron Systems is a primary supplier to the defense, aerospace and general aviation markets. Its principal strategy is to address the emphasis being placed by the U.S. Department of Defense on network centric warfare and the leveraging of advances in information technology by focusing on the development and production of networked sensors, weapons and the associated algorithms and software. Textron Systems manufactures “smart” weapons, airborne and ground-based surveillance systems, aircraft landing systems, hovercraft, search and rescue vessels, armored vehicles and turrets, reciprocating piston aircraft engines, and aircraft and missile control actuators, valves and related components. Textron Systems is involved in supplying the U.S. Air Force with some of its premier smart weapons as prime contractor for the Sensor Fuzed Weapon and is a subcontractor to The Boeing Company for tail actuation systems on the Joint Direct Attack Munition and the next generation Small Diameter Bomb. Textron Systems is a tier one supplier of unattended ground sensors and intelligent munitions systems for the U.S. Army’s Future Combat System. While Textron Systems sells most of its products directly to U.S. customers, it also sells an increasing number of products in over 35 other countries through a growing, global network of sales representatives and distributors.

 

Actuation products for the aerospace, defense and industrial markets are sold under trade names of HR Textron and APCO. Specialty marine, land vehicle and turret products are sold under the trade names of Textron Marine & Land Systems and Cadillac Gage. The recognized need for armored vehicles for secure transport of U.S. and other armed forces has resulted in increased demand for the highly protected and cost effective vehicles offered by Textron Systems. Weapons, surveillance and landing systems are sold under the Textron Systems name. Reciprocating piston aircraft engines are sold under the Lycoming name directly to general aviation airframe manufacturers and in the aftermarket through domestic and international distributors. Lycoming also is the exclusive supplier of engines for Cessna’s product line of new single engine aircraft.

 

Textron Systems competes against a number of competitors in the United States and other countries on the basis of technology, performance, price, quality and reliability, product support, installed base and reputation.

 

Cessna Segment

 

Based on unit sales, Cessna Aircraft Company is the world’s largest manufacturer of general aviation aircraft. Cessna currently has four major product lines: Citation business jets, single engine turboprop Caravans, Cessna single engine piston aircraft and aftermarket services. Revenues in the Cessna segment accounted for approximately 35%, 30% and 29% of our total revenues from continuing operations in 2005, 2004 and 2003, respectively.

 

The family of business jets currently produced by Cessna includes the Citation CJ1, Citation CJ1+, Citation CJ2, Citation CJ3, Citation Bravo, Citation Encore, Citation XLS, Citation Sovereign and Citation X. The Citation X is the world’s fastest business jet with a maximum operating speed of Mach .92. By the end of 2005, Cessna had delivered its 4,500th business jet. Currently, the entry-level Citation Mustang is under development. First customer deliveries of the Citation CJ1+, an upgrade to the CJ1, commenced in December 2005, and customer deliveries of the Citation CJ2+, an upgrade to the CJ2, are scheduled to commence in 2006. The first Mustang that will be finished on the production line at our

 

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Independence, Kansas facility will be delivered to Cessna’s marketing department as a demonstrator in 2006. The first customer delivery of the Mustang will be in 2007. First deliveries of the Encore+, an upgrade of the Citation Encore, are scheduled to commence in 2007.

 

The Cessna Caravan is the world’s best selling utility turboprop. Through the end of 2005, more than 1,565 Caravans have been sold by Cessna since the first Caravan was delivered in 1985. Caravans are offered in three models: the Grand Caravan, the Super Cargomaster and the Caravan 675. Caravans are used in the United States. primarily to carry overnight express package shipments and also are used for personal transportation. International uses of Caravans include humanitarian flights, tourism and freight transport.

 

Cessna now has six models in its single engine piston product line: the four-place 172 Skyhawk and 172 Skyhawk SP, 182 Skylane and Turbo 182 Skylane, and the six-place 206 Stationair and T206 Turbo Stationair. Certification of the Garmin 1000 (“G1000”) avionics package has been completed for all single engine models. By the end of 2005, Cessna had delivered 6,382 single engine piston aircraft since deliveries were restarted in 1997.

 

The Citation family of aircraft is currently supported by a total of 10 Citation Service Centers owned and operated by Cessna, along with authorized independent service stations and centers in more than 18 countries throughout the world. The Wichita Citation Service Center is the world’s largest general aviation maintenance facility. The Cessna-owned Service Centers provide customers 24-hour service and maintenance. Cessna also provides 24-hour spare parts support for Citation aircraft. Cessna Caravan and single engine piston customers receive product support through independently owned service stations and 24-hour spare parts support through Cessna.

 

Cessna markets its products worldwide primarily through its own sales force, as well as through a network of authorized independent sales representatives, depending upon the product line. Cessna has several competitors in various market segments. Cessna’s aircraft compete with other aircraft that vary in size, speed, range, capacity, handling characteristics and price.

 

Cessna engages in the business jet fractional ownership market through a joint venture with TAG Aviation USA, Inc., a worldwide aircraft management and charter enterprise. This joint venture, called CitationShares, began in late 2000 and offers shares of Citation aircraft for operation in the entire contiguous United States, and in Canada, Mexico, Central America, the Caribbean and Bermuda. CitationShares also has a limited advance purchase jet aircraft charter offering, called the Vector Jetcard. Cessna’s current ownership interest in CitationShares is 82.2%.

 

Industrial Segment

 

The Industrial segment is comprised of our E-Z-GO, Jacobsen, Kautex, Greenlee and Fluid & Power businesses.

 

E-Z-GO

 

E-Z-GO designs, manufactures and sells golf cars and off-road utility vehicles powered by electric and internal combustion engines under the E-Z-GO name, as well as multipurpose utility vehicles under the E-Z-GO and Cushman brand names.

 

E-Z-GO’s commercial customers consist primarily of golf courses, resort communities and municipalities, as well as commercial and industrial users such as airports and factories. E-Z-GO’s off-road utility vehicles and golf cars are also sold into the consumer market. Sales are made through a network of distributors and directly to end users. Many of E-Z-GO’s sales are financed through Textron Financial Corporation.

 

E-Z-GO has two major competitors for golf cars and several other competitors for utility vehicles. Competition is based primarily on price, quality, product support, performance, reliability and reputation.

 

Jacobsen

 

Jacobsen designs, manufactures and sells professional turf maintenance equipment, lawn care machinery and specialized industrial vehicles. Major brand names include Ransomes, Jacobsen, Cushman, Ryan, Steiner, Brouwer, Bunton and Bob-Cat.

 

Jacobsen’s commercial customers consist primarily of golf courses, resort communities and municipalities, as well as commercial and industrial users such as airports, factories and professional lawn care services. Sales are made through a network of distributors and directly to end users. Many sales are financed through Textron Financial Corporation.

 

Jacobsen has two major competitors for professional turf maintenance equipment and several other competitors for specialized industrial vehicles and professional lawn care machinery. Competition is based primarily on price, quality, product support, performance, reliability and reputation.

 

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Kautex

 

Kautex, headquartered in Bonn, Germany, is a leading global manufacturer of blow-molded fuel systems and other blow-molded parts for automobile original equipment manufacturers and, to a lesser extent, other industrial customers. Kautex operates plants near its major customers all around the world. Kautex is also a leading supplier of windshield and headlamp washer systems in the original equipment automobile market. In North America, Kautex produces metal fuel fillers and engine camshafts for the automotive market. In Germany, Kautex produces plastic containers for household and industrial uses.

 

Revenues of Kautex accounted for approximately 15%, 19% and 18% of our total revenues from continuing operations in 2005, 2004 and 2003, respectively.

 

Kautex has a number of competitors worldwide, some of whom are owned by the automotive original equipment manufacturers that compose Kautex’s targeted customer base. Competition is typically based on a number of factors, including price, quality, reputation, prior experience and available manufacturing capacity.

 

Greenlee

 

Greenlee consists of Greenlee, Klauke and Tempo. These companies manufacture powered equipment, electrical test and measurement instruments, hand and hydraulic powered tools, and electrical and fiber optic connectors under the Greenlee, Fairmont, Klauke, Progressive and Tempo brand names. The products are principally used in the electrical construction and maintenance, telecommunications and plumbing industries. Greenlee distributes its products through a global network of sales representatives and distributors, and also directly to home improvement retailers and original equipment manufacturers. Rothenberger L.L.C., a 50-50 joint venture between Greenlee Plumbing Inc. and Rothenberger USA, Inc., a subsidiary of Rothenberger AG, sells hand and powered tools for the plumbing and mechanical industries in North America. The Greenlee businesses face competition from numerous manufacturers based primarily on price, quality, performance, reliability, delivery and reputation.

 

Fluid & Power

 

Fluid & Power consists of four product lines: Gear Technologies, Hydrocarbon Processing Products, Polymer Systems and Hydraulics. Gear Technologies designs and manufactures industrial gears, mechanical transmission systems, worm gear speed reducers, screwjacks, gear motors and gear sets under the David Brown, Benzlers, Cone Drive and Radicon brand names. Hydrocarbon Processing Products designs and manufactures industrial pumps for the oil, gas, petrochemical and desalinization industries under the David Brown Union Pump and David Brown Guinard Pump brands. Polymer Systems designs and manufactures industrial pumps, extrusion equipment and screen changers for the polymer industry under the Maag brand name. Hydraulics designs, manufactures and sells hydraulic pumps, valves and pilot controls under the David Brown, Hydreco and Powauto brands. These products are sold to a variety of customers, including original equipment manufacturers, governments, distributors and end users. Fluid & Power faces competition from other manufacturers based primarily on price, quality, product support, performance, reliability, delivery and reputation.

 

Finance Segment

 

Our Finance segment consists of Textron Financial Corporation and its subsidiaries. Textron Financial Corporation is a diversified commercial finance company with core operations in six markets:

 

•       Aircraft Finance provides financing for new and used Cessna business jets, single engine turboprops, piston-engine airplanes, Bell helicopters and other general aviation aircraft;

 

•       Asset-Based Lending provides asset-based loans to middle-market companies in several industries, and provides factoring arrangements primarily for freight companies;

 

•       Distribution Finance primarily offers inventory finance programs for dealers of products manufactured by Textron and for dealers of a variety of other household, housing, leisure, agricultural and technology products;

 

•       Golf Finance primarily makes mortgage loans for the acquisition and refinancing of golf courses and provides term financing for E-Z-GO golf cars and Jacobsen turf-care equipment;

 

•       Resort Finance primarily extends loans to developers of vacation interval resorts, secured primarily by notes receivable and interval inventory; and

 

•       Structured Capital primarily engages in long-term leases of large-ticket equipment and real estate, primarily with investment grade lessees.

 

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Textron Financial Corporation’s other financial services and products include transaction syndication, equipment appraisal and disposition, and portfolio servicing offered through Textron Business Services, Inc.

 

Textron Financial Corporation’s financing activities are confined almost exclusively to secured lending and leasing to commercial markets. Textron Financial Corporation’s services are offered primarily in North America. However, Textron Financial Corporation finances certain Textron products worldwide, principally Bell helicopters and Cessna aircraft.

 

In 2005, 2004 and 2003, Textron Financial Corporation paid Textron $0.8 billion, $0.9 billion and $0.9 billion, respectively, relating to the sale of manufactured products to third parties that were financed by Textron Financial Corporation. Textron also received proceeds in those years of $41 million, $77 million and $56 million, respectively, from the sale of equipment from its manufacturing operations to Textron Financial for use under operating lease agreements.

 

The commercial finance environment in which Textron Financial Corporation operates is highly fragmented and extremely competitive. Textron Financial Corporation is subject to competition from various types of financing institutions, including banks, leasing companies, insurance companies, commercial finance companies and finance operations of equipment vendors. Competition within the commercial finance industry is primarily focused on price, terms, structure and service.

 

Textron Financial Corporation’s largest business risk is the collectibility of its finance receivable portfolio. See “Finance Portfolio Quality” in Management’s Discussion and Analysis of Financial Condition and Results of Operations on page 23 for a detailed discussion of the credit quality of this portfolio.

 

Discontinued Operations – Fastening Systems

 

In December 2005, we committed to a plan to sell our Fastening Systems business, Textron Fastening Systems (“TFS”), in its entirety. This plan was approved by our Board of Directors on December 7, 2005, and the results of operations for TFS are now reported as discontinued operations for financial reporting purposes. See Note 2 to the Consolidated Financial Statements for more information.

 

TFS offers a full range of fastening technologies – which include fasteners, engineered assemblies and automation equipment – to global customers in the aerospace, automotive, computer, construction, electronics, electrical equipment, industrial equipment, non-automotive transportation, telecommunications and white good markets. Its customers are global and regional original equipment manufacturers, contract producers, component manufacturers and distributors. TFS provides products, services and solutions that simplify manufacturing processes and maximize efficiencies resulting in lower total system costs to its customers.

 

Revenues of TFS totaled $1.9 billion, $1.9 billion and $1.7 billion in 2005, 2004 and 2003, respectively, and are recorded within discontinued operations.

 

TFS is headquartered in Troy, Michigan, and has facilities located in the following 17 countries: Australia, Austria, Brazil, Canada, China, France, Germany, Italy, Japan, Korea, Malaysia, Mexico, Singapore, Spain, Taiwan, the United Kingdom and the United States.

 

TFS produces engineered threaded fasteners, fastening automation and installation tools, cold formed components, engineered assemblies, blind fastening systems and metal stampings, and sells the new Intevia intelligent fastening system. TFS’ Full Service Provider approach integrates its product offering with supply chain management services such as vendor managed inventory programs, plant provider programs and global sourcing. TFS provides a wide range of design and engineering services to its customers, and derives a portion of its income from licensing selected intellectual property assets to third parties.

 

TFS has hundreds of competitors in the global fastener market in essentially three tiers: global multinationals with a global market presence, typically strong in a market or in one or more product lines; mid-sized regionals with some global activity but primarily focused on regional markets; and small local firms with a limited range within a particular product category. Competition is based primarily on price, quality, delivery, service, support and reputation. TFS’ broad range of products, customers and markets reduces its risk of a business loss that would have a material adverse effect on Textron Inc.

 

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Backlog

 

U.S. Government backlog was $3.3 billion at the end of 2005 and 2004, including backlog at Bell Helicopter of $2.2 billion in 2005 and $2.5 billion in 2004. Approximately 98% of the 2005 backlog was funded at December 31, 2005. Unfunded backlog represents the award value of U.S. Government contracts received, generally related to cost-plus type contracts, in excess of the funding formally appropriated by the U.S. Government. The U.S. Government is obligated only up to the funded amount of the contract. Additional funding is appropriated as the contract progresses.

 

Commercial backlog from unaffiliated customers was $7.4 billion and $6.3 billion in 2005 and 2004, respectively, including backlog at Cessna of $6.3 billion in 2005 and $5.3 billion in 2004. A significant portion of Cessna’s backlog represents orders from a major fractional jet customer. Orders from this fractional aircraft operator are included in backlog when the customer enters into a definitive master agreement and has established preliminary delivery dates for the aircraft. Preliminary delivery dates are subject to change through amendment to the master agreement. Final delivery dates are established approximately 12 to 18 months prior to delivery. Orders from other customers are included in backlog upon the customer entering into a definitive purchase order and receipt of required deposits.

 

The 2005 year-end backlog with the major fractional jet customer was approximately $1.5 billion. The remaining $4.8 billion of Cessna’s backlog at the end of 2005 is with other commercial customers covering a wide spectrum of industries. This backlog includes $0.6 billion in orders for the new Mustang aircraft with the first customer deliveries in 2007.

 

Approximately 45% of our total backlog of $10.7 billion at December 31, 2005 represents orders which are not expected to be filled within our 2006 fiscal year.

 

U.S. Government Contracts

 

In 2005, 18% of our consolidated revenues were generated by or resulted from contracts with the U.S. Government. This business is subject to competition, changes in procurement policies and regulations, the continuing availability of Congressional appropriations, world events, and the size and timing of programs in which we may participate.

 

Our contracts with the U.S. Government generally may be terminated by the U.S. Government for convenience or default in whole or in part. If the U.S. Government terminates a contract for convenience, we normally will be entitled to payment for the cost of contract work performed before the effective date of termination plus reasonable profit on such work, adjusted to reflect any rate of loss had the contract been completed, plus reasonable costs of settlement of the work terminated. If, however, the U.S. Government terminates a contract for default, generally: (a) we will be paid the contract price for completed supplies delivered and accepted, an agreed-upon amount for manufacturing materials delivered and accepted and for the protection and preservation of property, and for partially completed products accepted by the U.S. Government; (b) the U.S. Government will not be liable for our costs with respect to unaccepted items and will be entitled to repayment of advance payments and progress payments related to the terminated portions of the contract; and (c) we may be liable for excess costs incurred by the U.S. Government in procuring undelivered items from another source.

 

Research and Development

 

Information regarding our research and development expenditures is contained in Note 20 to the Consolidated Financial Statements on page 74 of this Annual Report on Form 10-K.

 

Patents and Trademarks

 

We own, or are licensed under, numerous patents throughout the world relating to products, services and methods of manufacturing. Patents 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 our opinion, materially affect the conduct of our business. We also own or license trademarks, trade names and service marks that are important to our business. Some of these trademarks, trade names and service marks are used in this Annual Report on Form 10-K and other reports, including: 429; AB Benzlers; AH-1Z; APCO; BA609; Bell/Agusta Aerospace Company, LLC (BAAC); Bell Helicopter; Bob-Cat; Boesner; Brouwer; Bunton; Cadillac Gage; Caravan 675; Cessna; Cessna Aircraft Company; Cessna Caravan; Citation; Citation Bravo; Citation CJ1; Citation CJ1+; Citation CJ2; Citation CJ2+; Citation CJ3; Citation Encore; Citation Encore+; Citation Mustang; CitationShares; Citation Sovereign; Citation X; Citation XLS; Cone Drive; Cushman; David Brown; David Brown Guinard Pump; David Brown Hydraulics; David Brown Union Pump; E-Z-GO; Fairmont; Gear Technologies; 429 Global Ranger; Global Technology Center; Grand Caravan; Greenlee; H-1; HR Textron; Hydraulics; Hydreco; Hydrocarbon Processing Products; Huey II; Intevia; Jacobsen; Kautex; Keylex; Kiowa Warrior; Klauke Progressive; 429 Light Twin; Lycoming; Maag; Modular Affordable Product Lines (MAPL); Polymer Systems; Powauto; Power Advantage Plus; ProParts Solution; Quick Draw Loan; Radicon; Ransomes; Rothenberger LLC; Ryan; Sensor Fuzed Weapon; 172 Skyhawk; 172 Skyhawk SP; 182 Skylane; ST 4X4; Small Business Direct; 206 Stationair; Steiner; Super Cargomaster; T206 Turbo Stationair; Tempo; Textron; Textron Business Systems; Textron Fastening Sys-

 

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tems; Textron Financial Corporation; Textron Fluid & Power; Textron Marine & Land Systems; Textron Six Sigma; Textron Systems; Turbo 182 Skylane; UH-1Y; US Helicopter; V-22 Osprey; Vector; and Vector Jetcard. These marks and their related trademark designs and logotypes (and variations of the foregoing) are trademarks, trade names or service marks of Textron Inc., its subsidiaries, affiliates or joint ventures.

 

Environmental Considerations

 

Our operations are subject to numerous laws and regulations designed to protect the environment. Compliance with these laws and expenditures for environmental control facilities have not had a material effect on our capital expenditures, earnings or competitive position. Additional information regarding environmental matters is contained in Note 17 to the Consolidated Financial Statements on page 71 of this Annual Report on Form 10-K.

 

Employees

 

At December 31, 2005, we had approximately 37,000 employees in our continuing operations and approximately 9,000 employees in the discontinued operations of our Textron Fastening Systems business.

 

Available Information

 

We make available free of charge on our Internet website (http://www.textron.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

 

Item 1A. Risk Factors

 

Our business, financial condition and results of operations are subject to various risks, including those discussed below, which may affect the value of our securities. The risks discussed below are those that we believe are currently the most significant, although additional risks not presently known to us or that we currently deem less significant may also impact our business, financial condition and results of operations, perhaps materially.

 

We may be unable to effectively mitigate pricing pressures.

 

In some markets, particularly where we deliver component products and services to original equipment manufacturers, we face ongoing customer demands for price reductions, which are sometimes contractually obligated. In some cases, we are able to offset these reductions through technological advances or by lowering our cost base through improved operating and supply chain efficiencies. However, if we are unable to effectively mitigate future pricing pressures, our financial results of operations could be adversely affected.

 

Delays in aircraft delivery schedules or cancellation of orders may adversely affect our financial results.

 

Aircraft customers, including sellers of fractional share interests, may respond to weak economic conditions by delaying delivery of orders or canceling orders. Weakness in the economy may also result in fewer hours flown on existing aircraft and, consequently, lower demand for spare parts and maintenance. Weak economic conditions may also cause reduced demand for used business jets. We may accept used aircraft on trade-in that would be subject to fluctuations in the fair market value of the aircraft while in inventory. Reduced demand for new and used business jets, spare parts and maintenance can have an adverse effect on our financial results of operations.

 

Developing new products and technologies entails significant risks and uncertainties.

 

Delays or cost overruns in the development and acceptance of new products, or certification of new aircraft products and other products, could affect our financial results of operations. These delays could be caused by unanticipated technological hurdles, production changes to meet customer demands, coordination with joint venture partners or failure on the part of our suppliers to deliver components as agreed. We also could be adversely affected if the general efficacy of our research and development investments to develop products is less than expected.

 

We have customer concentration with the U.S. Government.

 

During 2005, we derived approximately 18% of our revenue from sales to a variety of U.S. Government entities. Our ability to compete successfully for and retain this business is highly dependent on technical excellence, management proficiency, strategic alliances, cost-effective performance and the ability to recruit and retain key personnel. U.S. Government programs are subject to uncertain future funding levels, which can

 

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result in the extension or termination of programs. Our business is also highly sensitive to changes in national and international priorities and U.S. Government budgets.

 

U.S. Government contracts may be terminated at any time and may contain other unfavorable provisions.

 

The U.S. Government typically can terminate or modify any of its contracts with us either for its convenience or if we default by failing to perform under the terms of the applicable contract. A termination arising out of our default could expose us to liability and have an adverse effect on our ability to compete for future contracts and orders.

 

If any of our contracts are terminated by the U.S. Government, our backlog would be reduced by the expected value of the remaining terms of such contracts, and our financial condition and results of operations could be adversely affected. In addition, on those contracts for which we are teamed with others and are not the prime contractor, the U.S. Government could terminate a prime contract under which we are a subcontractor, irrespective of the quality of our services as a subcontractor.

 

In addition to unfavorable termination provisions, our U.S. Government contracts contain provisions that allow the U.S. Government to unilaterally suspend us from receiving new contracts pending resolution of alleged violations of procurement laws or regulations, reduce the value of existing contracts, issue modifications to a contract, and control and potentially prohibit the export of our products, services and associated materials.

 

Cost overruns on U.S. Government contracts could subject us to losses or adversely affect our future business.

 

Contract and program accounting require judgment relative to assessing risks, estimating contract revenues and costs, and making assumptions for schedule and technical issues. Due to the size and nature of many of our contracts, the estimation of total revenues and cost at completion is complicated and subject to many variables. Assumptions have to be made regarding the length of time to complete the contract because costs include expected increases in wages and prices for materials. Incentives or penalties related to performance on contracts are considered in estimating sales and profit rates and are recorded when there is sufficient information for us to assess anticipated performance. Estimates of award fees are also used in estimating sales and profit rates based on actual and anticipated awards.

 

Because of the significance of the estimates described above, it is likely that different amounts could be recorded if we used different assumptions or if the underlying circumstances were to change. Changes in underlying assumptions, circumstances or estimates may adversely affect our future financial results of operations.

 

Under fixed-price contracts, we receive a fixed price irrespective of the actual costs we incur, and consequently, any costs in excess of the fixed price are absorbed by us. Under time and materials contracts, we are paid for labor at negotiated hourly billing rates and for certain expenses. Under cost reimbursement contracts, which are subject to a contract-ceiling amount, we are reimbursed for allowable costs and paid a fee, which may be fixed or performance based. However, if our costs exceed the contract ceiling or are not allowable under the provisions of the contract or applicable regulations, we may not be able to obtain reimbursement for all such costs. Under each type of contract, if we are unable to control costs we incur in performing under the contract, our financial condition and results of operations could be adversely affected. Cost overruns also may adversely affect our ability to sustain existing programs and obtain future contract awards.

 

We may make acquisitions that increase the risks of our business.

 

We may enter into acquisitions in the future in an effort to enhance shareholder value. Acquisitions involve a certain amount of risks and uncertainties that could result in our not achieving expected benefits. Such risks include difficulties in integrating newly acquired businesses and operations in an efficient and cost-effective manner; challenges in achieving expected strategic objectives, cost savings and other benefits; the risk that the acquired businesses’ markets do not evolve as anticipated and that the technologies acquired do not prove to be those needed to be successful in those markets; the risk that we pay a purchase price that exceeds what the future results of operations would have merited; the potential loss of key employees of the acquired businesses; and the risk of diverting the attention of senior management from our existing operations.

 

Our operations could be adversely affected by interruptions of production that are beyond our control.

 

Our business and financial results may be affected by certain events that we cannot anticipate or that are beyond our control, such as natural disasters and national emergencies, that could curtail production at our facilities and cause delayed deliveries and cancelled orders. In addition, we purchase components and raw materials from numerous suppliers, and even if our facilities are not directly affected by such events, we could be affected by interruptions of production at such suppliers. Such suppliers may be less likely than our own facilities to be able to quickly recover from such events, and may be subject to additional risks such as financial problems that limit their ability to conduct their operations.

 

8


 

Our business could be adversely affected by strikes or work stoppages and other labor issues.

 

Approximately 18,500 of our employees are unionized, which represented approximately 40% of our employees at December 31, 2005, including employees of the discontinued business of Textron Fastening Systems. As a result, we may experience work stoppages, which could negatively impact our ability to manufacture our products on a timely basis, resulting in strain on our relationships with our customers and a loss of revenues. In addition, the presence of unions may limit our flexibility in responding to competitive pressures in the marketplace, which could have an adverse effect on our financial results of operations.

 

In addition to our workforce, the workforces of many of our customers and suppliers are represented by labor unions. Work stoppages or strikes at the plants of our key customers could result in delayed or cancelled orders for our products. Work stoppages and strikes at the plants of our key suppliers could disrupt our manufacturing processes. Any of these results could adversely affect our financial results of operations.

 

Our Textron Finance borrowing group’s business is dependent on its continuing access to the capital markets.

 

Our financings are conducted through two borrowing groups, Textron Finance and Textron Manufacturing. Textron Finance consists of Textron Financial Corporation and its subsidiaries, which are the entities through which we operate in the Finance segment. Textron Finance relies on its access to the capital markets to fund asset growth, fund operations and meet debt obligations and other commitments. Textron Finance raises funds through commercial paper borrowings, issuances of medium-term notes and other term debt securities, and syndication and securitization of receivables. Additional liquidity is provided to Textron Finance through bank lines of credit. Much of the capital markets funding is made possible by the maintenance of credit ratings that are acceptable to investors. If the credit ratings of Textron Finance were to be lowered, it might face higher borrowing costs, a disruption of its access to the capital markets or both. Textron Finance could also lose access to financing for other reasons, such as a general disruption of the capital markets. Any disruption of Textron Finance’s access to the capital markets could adversely affect its business and our profitability.

 

If Textron Finance is unable to maintain portfolio credit quality, our financial performance could be adversely affected.

 

A key determinant of financial performance at Textron Finance will be its ability to maintain the quality of loans, leases and other credit products in its finance asset portfolios. Portfolio quality may adversely be affected by several factors, including finance receivable underwriting procedures, collateral quality, geographic or industry concentrations, or general economic downturns. Any inability by Textron Finance to successfully collect its finance receivable portfolio and to resolve problem accounts may adversely affect our cash flow, profitability, and financial condition.

 

We are subject to legal proceedings and other claims.

 

We are subject to legal proceedings and other claims arising out of the conduct of our business, including proceedings and claims relating to private sector transactions; government contracts; production partners; product liability; employment; and environmental contamination. Under federal government procurement regulations, certain claims brought by the U.S. Government could result in our being suspended or debarred 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. However, litigation is inherently unpredictable, and we could incur judgments or enter into settlements for current or future claims that could adversely affect our financial position or our results of operations in any particular period.

 

The levels of our reserves are subject to many uncertainties and may not be adequate to cover writedowns or losses.

 

In addition to reserves at Textron Finance, we establish reserves in our manufacturing segments to cover uncollectible accounts receivable, excess or obsolete inventory, fair market value writedowns on used aircraft and golf cars, recall campaigns, warranty costs and litigation. These reserves are subject to adjustment from time to time depending on actual experience and are subject to many uncertainties, including bankruptcy or other financial problems at key customers.

 

In the case of litigation matters for which reserves have not been established because the loss is not deemed probable, it is reasonably possible such matters could be decided against us and could require us to pay damages or make other expenditures in amounts that are not presently estimable.

 

The effect on our financial results of many of these factors depends in some cases on our ability to obtain insurance covering potential losses at reasonable rates.

 

9


 

Currency, raw material price and interest rate fluctuations may adversely affect our results.

 

We are exposed to a variety of market risks, including the effects of changes in foreign currency exchange rates, raw material prices and interest rates. We monitor and manage these exposures as an integral part of our overall risk management program. In some cases, we purchase derivatives or enter into contracts to insulate our financial results of operations from these fluctuations. Nevertheless, changes in currency exchange rates, raw material prices and interest rates can have substantial adverse effects on our financial results of operations.

 

The increasing costs of certain employee and retiree benefits could adversely affect our results.

 

Our earnings and cash flow may be impacted by the amount of income or expense we expend or record for employee benefit plans. This is particularly true for our pension plans, which are dependent on actual plan asset returns and factors used to determine the value and current costs of plan benefit obligations.

 

In addition, medical costs are rising at a rate faster than the general inflation rate. Continued medical cost inflation in excess of the general inflation rate increases the risk that we will not be able to mitigate the rising costs of medical benefits. Increases to the costs of pension and medical benefits could have an adverse effect on our financial results of operations.

 

Unanticipated changes in Textron’s tax rates or exposure to additional income tax liabilities could affect our profitability.

 

We are subject to income taxes in both the United States and various foreign jurisdictions, and our domestic and international tax liabilities are subject to the allocation of income among these different jurisdictions. Our effective tax rates could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or in tax laws, which could affect our profitability. In particular, the carrying value of deferred tax assets is dependent on our ability to generate future taxable income. In addition, the amount of income taxes we pay is subject to audits in various jurisdictions, and a material assessment by a tax authority could affect our profitability.

 

Item 1B. Unresolved Staff Comments

 

None

 

Item 2. Properties

 

In December 2005, our Board of Directors authorized the divestiture of the Textron Fastening Systems business as discussed in Note 2 to the Consolidated Financial Statements. As of December 31, 2005, the Fastening Systems business included 19 plants located throughout the United States and 20 plants outside of the United States. Of the total of 39 plants operated in the Fastening Systems business, we owned 28, with the balance leased, and had total manufacturing space of approximately 10.7 million square feet.

 

On December 31, 2005, excluding Textron Fastening Systems’ plants, we operated a total of 77 plants located throughout the United States and 58 plants outside the United States. Of the total of 135 plants, we owned 65 and the balance was leased. In the aggregate, the total manufacturing space was approximately 21.4 million square feet.

 

We also own or lease offices, warehouse and other space at various locations. We consider the productive capacity of the plants operated by each of our business segments to be adequate. In general, our facilities are in good condition, are considered to be adequate for the uses to which they are being put and are substantially in regular use.

 

10


 

Item 3. Legal Proceedings

 

Two identical lawsuits purporting to be class actions were filed in 2002 in the United States District Court in Rhode Island against Textron and certain present and former officers of Textron and Bell Helicopter by Textron shareholders suing on their own behalf and on behalf of a purported class of Textron shareholders. A consolidated amended complaint alleged that the defendants failed to make certain accounting adjustments in response to alleged problems with Bell Helicopter’s V-22 and H-1 programs and that the company failed to timely write down certain assets of its OmniQuip unit. The complaint sought unspecified compensatory damages. On June 15, 2004, the District Court ruled that the plaintiffs could not maintain the claims that were based on allegations relating to the
H-1 program or to OmniQuip, and also ruled that all claims against one of the individual defendants should be dismissed. The District Court certified the class of shareholders on May 11, 2005. All claims in the litigation were subsequently settled for a cash amount to be paid by Textron’s insurer. The settlement was preliminarily approved by the District Court on January 31, 2006.

 

Separately, two identical lawsuits, purporting to be class actions on behalf of Textron benefit plans and participants and beneficiaries of those plans during 2000 and 2001, were filed in 2002 in the United States District Court in Rhode Island against Textron, the Textron Savings Plan and the Plan’s trustee. A consolidated amended complaint alleges breach of certain fiduciary duties under ERISA, based on the amount of Plan assets invested in Textron stock during 2000 and 2001. The complaint seeks equitable relief and compensatory damages on behalf of various Textron benefit plans and the participants and beneficiaries of those plans during 2000 and 2001 to compensate for alleged losses relating to Textron stock held as an asset of those plans. Textron’s Motion to Dismiss the consolidated amended complaint was granted on June 24, 2003. On May 7, 2004, the United States Court of Appeals for the First Circuit affirmed dismissal of all claims against the Plan’s trustee and against the Plan itself, and also affirmed dismissal of certain other claims against Textron. However, the Court of Appeals ruled that plaintiffs should be permitted to attempt to develop their breach of fiduciary duty claims, and remanded those claims to the District Court. Textron believes this lawsuit is without merit and intends to defend this action vigorously.

 

We are subject to actual and threatened legal proceedings arising out of the conduct of our business. These proceedings include claims arising from private transactions, government contracts, product liability, employment and environmental, safety and health matters. Some of these legal proceedings seek damages, fines or penalties in substantial amounts or remediation of environmental contamination. 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 believe that these legal proceedings will not have a material effect on our financial position or results of operations.

 

11


 

Item 4. Submission of Matters to a Vote of Security Holders

 

No matters were submitted to a vote of our security holders during the last quarter of the period covered by this Annual Report on Form 10-K.

 

Executive Officers of the Registrant

 

The following table sets forth certain information concerning our executive officers as of February 24, 2006. All of our executive officers are members of our Management Committee and Transformation Leadership Team.

 

Name

 

Age

 

Current Position with Textron Inc.

 

 

 

 

 

Lewis B. Campbell

 

59

 

Chairman, President and Chief Executive Officer; Director

John D. Butler

 

58

 

Executive Vice President Administration and Chief Human Resources Officer

Ted R. French

 

51

 

Executive Vice President and Chief Financial Officer

Mary L. Howell

 

53

 

Executive Vice President Government, Strategy Development and International, Communications and Investor Relations

Terrence O’Donnell

 

61

 

Executive Vice President and General Counsel

 

Mr. Campbell joined Textron in September 1992 as Executive Vice President and Chief Operating Officer. He was named Chief Executive Officer in July 1998 and appointed Chairman of our Board of Directors in February 1999. Mr. Campbell served as President and Chief Operating Officer from January 1994 to July 1998, and reassumed the position of President in September 2001. Mr. Campbell has been a Director of Textron since January 1994, and is Chairman of our International Advisory Council.

 

Mr. Butler joined Textron in July 1997 as Executive Vice President and Chief Human Resources Officer, and became Executive Vice President Administration and Chief Human Resources Officer in January 1999.

 

Mr. French joined Textron in December 2000 as Executive Vice President and Chief Financial Officer of Textron Inc. and assumed the additional position of Chairman and Chief Executive Officer of Textron Financial Corporation in January 2004. Prior to joining Textron, Mr. French served as President, Financial Services and Chief Financial Officer for CNH Global NV, which was created through the 1999 merger of Case Corporation and New Holland NV. Prior to the merger, he spent 10 years with Case Corporation in various executive positions.

 

Ms. Howell has been Executive Vice President Government, Strategy Development and International, Communications and Investor Relations since October 2000 and serves on our International Advisory Council. Ms. Howell joined Textron in 1980 and became an Executive Vice President in August 1995.

 

Mr. O’Donnell joined Textron as Executive Vice President and General Counsel in March 2000. Mr. O’Donnell is a Senior Partner in the Washington, D.C.-based law firm of Williams & Connolly, which he first joined in 1977. From 1989 to 1992, he served as General Counsel of the U.S. Department of Defense.

 

12


 

PART II

 

Item 5. Markets for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities

 

Our common stock is traded on the New York, Chicago and Pacific Stock Exchanges. At December 31, 2005, there were approximately 17,000 holders of Textron common stock. The high and low common stock prices per share as reported on the New York Stock Exchange, and the dividends paid per share, in each case for the periods described below, were as follows:

 

 

 

2005

 

2004

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

Dividends

 

 

 

High

 

Low

 

Per Share

 

High

 

Low

 

Per Share

 

First quarter

 

$

80.05

 

$

68.61

 

$

0.350

 

$

58.28

 

$

50.84

 

$

0.325

 

Second quarter

 

78.30

 

71.11

 

0.350

 

59.43

 

52.45

 

0.325

 

Third quarter

 

78.80

 

65.85

 

0.350

 

65.47

 

57.38

 

0.325

 

Fourth quarter

 

80.00

 

69.00

 

0.350

 

74.63

 

63.04

 

0.350

 

 

Issuer Repurchases of Equity Securities

 

 

 

 

 

Average

 

Total Number

 

Maximum

 

 

 

Total

 

Price Paid

 

of Shares

 

Number of

 

 

 

Number of

 

per Share

 

Purchased as

 

Shares that May

 

 

 

Shares

 

(Excluding

 

Part of Publicly

 

Be Purchased

 

Fourth Quarter

 

Purchased*

 

Commissions)*

 

Announced Plan**

 

Under the Plan**

 

Month 1 (October 2, 2005 – November 5, 2005)

 

207,400

 

$

71.69

 

207,400

 

3,427,472

 

Month 2 (November 6, 2005 – December 3, 2005)

 

805,155

 

$

77.27

 

803,900

 

2,623,572

 

Month 3 (December 4, 2005 – December 31, 2005)

 

1,661,600

 

$

77.66

 

1,661,600

 

961,972

 

Total

 

2,674,155

 

$

77.08

 

2,672,900

 

 

 

 

*                 In addition to repurchases under the purchases plan, this column reflects the surrender of 1,255 shares of Textron common stock to pay the exercise price of employee stock options during the three months ended December 31, 2005.

 

**          These shares were purchased pursuant to a plan authorizing the repurchase of up to 12 million shares of Textron common stock that had been announced on October 21, 2004, and had no expiration date. On January 26, 2006, Textron announced a new share repurchase plan under which Textron is authorized to repurchase up to 12 million shares of common stock. The new plan has no expiration date and supercedes the existing repurchase plan. As of January 26, 2006, 12 million shares are available for repurchase under the new plan.

 

13


 

Item 6. Selected Financial Data

 

(Dollars in millions, except per share amounts and where otherwise noted)

 

2005

 

2004

 

2003

 

2002

 

2001

 

Revenues

 

 

 

 

 

 

 

 

 

 

 

Bell

 

$

2,881

 

$

2,254

 

$

2,348

 

$

2,235

 

$

2,243

 

Cessna

 

3,480

 

2,473

 

2,299

 

3,175

 

3,043

 

Industrial

 

3,054

 

3,046

 

2,836

 

2,627

 

4,221

 

Finance

 

628

 

545

 

572

 

584

 

681

 

Total revenues

 

$

10,043

 

$

8,318

 

$

8,055

 

$

8,621

 

$

10,188

 

Segment profit

 

 

 

 

 

 

 

 

 

 

 

Bell

 

$

368

 

$

250

 

$

234

 

$

169

 

$

93

 

Cessna

 

457

 

267

 

199

 

376

 

344

 

Industrial

 

150

 

194

 

150

 

169

 

289

 

Finance

 

171

 

139

 

122

 

118

 

203

 

Total segment profit

 

1,146

 

850

 

705

 

832

 

929

 

Special charges

 

(118

)

(59

)

(77

)

(109

)

(89

)

Total segment operating income

 

1,028

 

791

 

628

 

723

 

840

 

Gain on sale of businesses

 

—

 

—

 

15

 

25

 

342

 

Goodwill amortization

 

—

 

—

 

—

 

—

 

(70

)

Corporate expenses and other, net

 

(199

)

(157

)

(123

)

(119

)

(152

)

Interest expense, net

 

(90

)

(94

)

(96

)

(105

)

(157

)

Income taxes

 

(223

)

(165

)

(109

)

(157

)

(279

)

Distributions on preferred securities, net of income taxes

 

—

 

—

 

(13

)

(26

)

(26

)

Income from continuing operations*

 

$

516

 

$

375

 

$

302

 

$

341

 

$

498

 

Per share of common stock

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations – basic*

 

$

3.86

 

$

2.73

 

$

2.22

 

$

2.46

 

$

3.53

 

Income from continuing operations – diluted*

 

$

3.78

 

$

2.68

 

$

2.20

 

$

2.43

 

$

3.49

 

Dividends declared

 

$

1.40

 

$

1.33

 

$

1.30

 

$

1.30

 

$

1.30

 

Book value at year-end

 

$

25.10

 

$

26.91

 

$

26.81

 

$

24.87

 

$

27.76

 

Common stock price:

High

 

$

80.05

 

$

74.63

 

$

57.70

 

$

53.17

 

$

59.89

 

 

Low

 

$

65.85

 

$

50.84

 

$

26.85

 

$

32.49

 

$

31.65

 

 

Year-end

 

$

76.98

 

$

73.80

 

$

57.19

 

$

42.16

 

$

42.40

 

Common shares outstanding (In thousands)

 

 

 

 

 

 

 

 

 

 

 

Basic average

 

133,531

 

137,337

 

135,875

 

138,745

 

141,050

 

Diluted average**

 

136,446

 

140,169

 

137,217

 

140,252

 

142,937

 

Year-end

 

130,185

 

135,373

 

137,238

 

136,500

 

141,251

 

Financial position

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

16,499

 

$

15,875

 

$

15,171

 

$

15,692

 

$

16,335

 

Debt:

 

 

 

 

 

 

 

 

 

 

 

Textron Manufacturing

 

$

1,934

 

$

1,770

 

$

2,008

 

$

1,681

 

$

1,914

 

Textron Finance

 

$

5,420

 

$

4,783

 

$

4,407

 

$

4,840

 

$

4,188

 

Mandatorily redeemable preferred securities trusts:

 

 

 

 

 

 

 

 

 

 

 

Textron Manufacturing

 

$

—

 

$

—

 

$

—

 

$

485

 

$

485

 

Textron Finance

 

$

—

 

$

—

 

$

26

 

$

27

 

$

28

 

Shareholders’ equity

 

$

3,276

 

$

3,652

 

$

3,690

 

$

3,406

 

$

3,934

 

Textron Manufacturing debt-to-capital (net of cash)

 

26

%

25

%

30

%

36

%

36

%

Textron Manufacturing debt-to-capital

 

37

%

33

%

35

%

39

%

38

%

Investment data for continuing operations

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures, including capital leases

 

$

380

 

$

294

 

$

289

 

$

272

 

$

462

 

Depreciation

 

$

284

 

$

265

 

$

260

 

$

259

 

$

311

 

Research and development

 

$

692

 

$

574

 

$

573

 

$

575

 

$

671

 

Other data for continuing operations

 

 

 

 

 

 

 

 

 

 

 

Number of employees at year-end

 

37,000

 

34,000

 

31,000

 

36,000

 

38,000

 

Number of common shareholders at year-end

 

17,000

 

18,000

 

19,000

 

20,000

 

21,000

 

 

*                 Income from continuing operations is before the cumulative effect of a change in accounting principle in 2002.

 

**          Diluted average common shares outstanding assumes full conversion of outstanding preferred stock and exercise of stock options.

 

14


 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Business Overview

 

Textron Inc. is a multi-industry company that leverages its global network of businesses to provide customers with innovative solutions and services in four business segments: Bell, Cessna, Industrial and Finance. Textron is known around the world for its powerful brands spanning the business jet, aerospace and defense, plastic fuel systems, golf car and turf-care markets, among others.

 

The global economy continued to grow in most of our major markets in 2005, despite early weakness in some regions, including parts of Europe. The U.S. economy, in particular, proved resilient in the face of Hurricanes Katrina and Rita. Overall capital spending continued to grow at a steady and sustainable rate. Our company’s performance is strongly related to this key economic factor, which reflects investments in longer lasting items such as equipment, facilities and vehicles.

 

We had strong sales in 2005 – particularly in our aerospace and defense businesses. We were able to deliver exceptional organic growth (gains from existing business, excluding the effects of acquisitions and other changes) of 19%, which is the result of our commitment to bringing new products and services to our customers. Orders were strong, most notably at Bell, where a steady flow of military orders resulted from continued spending in the defense sector and we received robust orders in our commercial helicopter business. Cessna also saw a significant increase in new business jet orders as a result of strength in the aircraft sector and the popularity of its new model introductions, and our Finance segment experienced significant improvement in its portfolio credit quality with fewer charge-offs and a decrease in nonperforming assets. However, Industrial volumes were down slightly from 2004 largely due to a downturn in the North American automotive industry.

 

While we were impacted by inflation and higher pension costs in 2005, we were able to absorb the impact of these factors primarily as a result of the increased volumes and the benefit of our transformation strategy to reduce costs, introduce new products and enhance our portfolio of businesses. We will continue to execute our transformation strategy and position Textron to take advantage of the improved economic conditions.

 

To strengthen our overall position in our markets, we have continued to improve upon our portfolio of businesses. During 2005, we sold our interest in the Model AB139 helicopter program to Agusta, our partner in the BAAC venture. We also purchased US Helicopter to increase Bell’s ability to provide after-sales service, bought out Kautex’s Japanese joint venture partner to take advantage of a rapidly growing market, and set up a new joint venture with a German company, Rothenberger AG, to expand our presence in North American plumbing tools. In December 2005, our Board of Directors authorized management’s plan for the divestiture of our Textron Fastening Systems business. With this approval, we have committed to actively market this business and anticipate no significant changes to the approved plan and the completion of the sale within the next twelve months. As a result, this business was reclassified to discontinued operations in the fourth quarter of 2005.

 

Consolidated Results of Operations

 

2005 Revenues – $10.0 Billion

 

2005 Segment Profit* – $1.1 Billion

 

 

 

 

 

* Segment profit represents the measurement used by Textron to evaluate performance for decision-making purposes. Segment profit for manufacturing segments excludes interest expense, certain corporate expenses, special charges, and gains and losses from the disposition of significant business units. The measurement for the Finance segment includes interest income and expense and excludes special charges.

 

Revenues

 

Revenues increased $1.7 billion in 2005 primarily due to higher manufacturing sales volume of $1.3 billion, higher pricing of $159 million, the additional revenue of $115 million from acquisitions and higher revenue in the Finance segment of $83 million.

 

Revenues increased $263 million in 2004 primarily due to favorable foreign exchange of $167 million, the additional revenue of $76 million from the consolidation of CitationShares, higher manufacturing volume of $31 million and higher pricing of $30 million, partially offset by lower Finance revenues of $27 million.

 

15


 

Segment Profit

 

Segment profit increased $296 million in 2005 primarily due to higher sales volume of $319 million, higher pricing of $159 million and higher profit in the Finance segment of $26 million. These increases were partially offset by inflation of $227 million.

 

Segment profit increased $145 million in 2004 primarily due to $242 million in cost-reduction initiatives, a $50 million benefit from restructuring activities and $30 million of higher pricing. These increases were partially offset by inflation of $167 million.

 

Special Charges

 

Special charges are summarized below:

 

(In millions)

 

2005

 

2004

 

2003

 

Restructuring

 

$

6

 

$

71

 

$

62

 

C&A-related charges

 

112

 

—

 

—

 

Gain on sale of C&A common stock

 

—

 

(12

)

—

 

Unamortized issuance costs on preferred securities

 

—

 

—

 

15

 

Total special charges

 

$

118

 

$

59

 

$

77

 

 

Restructuring Program

 

Textron substantially completed its company-wide restructuring program at the end of 2005. Textron approved and committed to a restructuring program in the fourth quarter of 2000 to improve returns at core businesses and to complete the integration of certain acquisitions. This program was expanded in 2001 and in 2002 as part of Textron’s strategic effort to improve operating efficiencies. Textron’s restructuring program included corporate and segment direct and indirect workforce reductions, consolidation of facilities, rationalization of certain product lines, outsourcing of non-core production activity, the divestiture of non-core businesses and the streamlining of sales and administrative overhead. Under this program, Textron reduced its workforce by approximately 8,000 employees from continuing operations, representing approximately 19% of its global workforce since the program was first announced, and has closed 85 facilities.

 

As of December 31, 2005, Textron had incurred total program costs of $306 million, which is composed of $164 million in severance costs, $44 million in contract termination costs, $34 million in asset impairment charges (net of gains on the sale of fixed assets) and $64 million in other associated costs. Total program costs incurred by segment include $219 million in the Industrial segment, $38 million in the Cessna segment, $29 million in the Bell segment, $9 million in the Finance segment and $11 million at Corporate.

 

Other Charges (Gain)

 

Textron records any charges incurred or gains realized in connection with the 2001 disposition of the Automotive Trim business (“Trim”) as Special Charges. In connection with this disposition of Trim to subsidiaries of Collins & Aikman Corporation (“C&A”), Textron Finance has recourse to Textron Manufacturing for equipment leases with the subsidiaries. The outstanding balance on these leases totaled approximately $70 million at December 31, 2005. During the fourth quarter of 2005, the lease term for these leases expired and C&A failed to make one of its lease payments. While Textron Finance is currently in negotiations with C&A to renew these leases, Textron Manufacturing recorded an additional reserve of $10 million in the fourth quarter of 2005 based on uncertainties related to these leases.

 

In addition to the Textron Finance equipment leases, certain operating leases were transferred and assigned to subsidiaries of C&A upon the sale of Trim. As discussed in Note 18 to the Consolidated Financial Statements, Textron has guaranteed C&A’s payments under these operating leases and certain environmental matters. In May 2005, C&A and substantially all of its U.S. subsidiaries, including C&A Products Co. (“C&A Products”), filed for Chapter 11 bankruptcy protection, and in July 2005, C&A’s European subsidiaries filed a group-wide administration order in the United Kingdom. These filings effectively reduced Textron’s ability to seek recourse from C&A under the indemnity provisions of the purchase and sale agreement, should a default occur. Based on C&A’s recent failure to pay certain leases, as well as the negotiations entered into as part of the potential sale of C&A’s European operations, Textron recorded $11 million in the fourth quarter of 2005 to cover its exposure under these leases, along with certain environmental and workers’ compensation matters.

 

Textron also acquired preferred stock in C&A Products and C&A common stock in connection with the Trim disposition. Based on C&A Products’ filing for Chapter 11 bankruptcy protection and relevant market considerations, Textron recorded charges of approximately $91 million in 2005 to write off the remaining book value of its investment in the preferred stock. In 2004, Textron sold its remaining investment in the C&A common stock for cash proceeds of $34 million and recorded a pre-tax gain of $12 million.

 

16


 

In 2003, Textron redeemed its 7.92% Junior Subordinated Deferrable Interest Debentures due 2045. The debentures were held by Textron’s wholly owned trust, and the proceeds from their redemption were used to redeem all of the $500 million Textron Capital I trust preferred securities. Upon the redemption, $15 million of unamortized issuance costs were written off and recorded in Special Charges.

 

Corporate Expenses and Other, Net

 

Corporate expenses and other, net increased $42 million in 2005, principally due to $16 million for higher compensation and pension costs, $9 million for corporate initiatives and $7 million for the corporate portion of share-based compensation expense recorded under a newly adopted accounting standard.

 

Corporate expenses and other, net increased $34 million in 2004 primarily due to $14 million of nonrecurring income in 2003, $6 million in higher premiums for Directors and Officers insurance, $5 million in funding to Textron’s charitable trust and $4 million in higher executive compensation primarily related to improved operating results. The nonrecurring income in 2003 included $7 million related to an expired royalty agreement and $7 million in proceeds from life insurance policies.

 

Income from Continuing Operations

 

Fluctuations in income from continuing operations are primarily driven by segment profit changes as discussed above. In addition, Textron recorded certain items that affected the comparability of operating results in the last three years which are summarized in the table below:

 

(In millions)

 

2005

 

2004

 

2003

 

Special charges

 

$

118

 

$

59

 

$

77

 

Gain on sale of businesses

 

—

 

—

 

(15

)

 

 

118

 

59

 

62

 

Income tax benefit on above items

 

(41

)

(19

)

(16

)

 

 

$

77

 

$

40

 

$

46

 

 

Gain on sale of businesses includes a gain of $15 million on the sale of Textron’s remaining interest in a previously divested business.

 

Share-Based Compensation

 

During the first quarter of 2005, Textron elected to adopt the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (Revised 2004), “Share-Based Payment” (“SFAS No. 123-R”), using the modified prospective method. The adoption resulted in recognition of share-based compensation expense related primarily to the expensing of stock options in continuing operations of approximately $14 million ($10 million after tax) for the year ended December 31, 2005, including the net impact of the cumulative effect of adoption of approximately $1 million in the first quarter, and $2 million ($1 million after tax) in discontinued operations.

 

Income Taxes

 

A reconciliation of the federal statutory income tax rate to the effective income tax rate is provided below:

 

 

 

2005

 

2004

 

2003

 

Federal statutory income tax rate

 

35.0

%

35.0

%

35.0

%

Increase (decrease) in taxes resulting from:

 

 

 

 

 

 

 

Valuation allowance on contingent receipts

 

2.1

 

—

 

—

 

State income taxes

 

0.9

 

1.3

 

2.0

 

Special foreign dividend

 

0.1

 

2.1

 

—

 

Favorable tax settlements

 

—

 

—

 

(3.0

)

Employee Stock Ownership Plan dividends

 

(0.9

)

(1.2

)

(1.8

)

Foreign tax rate differential

 

(5.0

)

(4.8

)

(3.4

)

Export sales benefit

 

(1.1

)

(1.0

)

(1.3

)

Other, net

 

(0.9

)

(0.8

)

(1.8

)

Effective income tax rate

 

30.2

%

30.6

%

25.7

%

 

Discontinued Operations

 

In December 2005, our Board of Directors authorized the divestiture of the Textron Fastening Systems business. With this approval, we have committed to actively market this business and anticipate no significant changes to the approved plan and the completion of the sale within the next twelve months.

 

17


 

Discontinued operations include Textron Fastening Systems and the InteSys, OmniQuip and small business direct businesses as discontinued operations, net of applicable income taxes, for all periods presented in accordance with SFAS. No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” See Note 2 to the Consolidated Financial Statements for additional discussion of these divestiture activities.

 

Operating results of the discontinued businesses are as follows:

 

(In millions)

 

2005

 

2004

 

2003

 

Revenue

 

$

1,936

 

$

1,994

 

$

1,973

 

(Loss) income from discontinued operations before special charges

 

(388

)

72

 

61

 

Special charges

 

(11

)

(91

)

(111

)

Loss from discontinued operations

 

(399

)

(19

)

(50

)

Income tax benefit

 

40

 

9

 

7

 

Operating loss from discontinued operations, net of income taxes

 

(359

)

(10

)

(43

)

Gain on disposal, net of income taxes

 

46

 

—

 

—

 

Loss from discontinued operations, net of income taxes

 

$

(313

)

$

(10

)

$

(43

)

 

In 2005, the loss from discontinued operations includes a $335 million goodwill impairment charge related to the Textron Fastening Systems business. In addition, we recorded an after-tax charge of approximately $52 million in the fourth quarter of 2005, which includes $37 million related to previously deferred foreign currency translation losses and $2 million of tax charges, both related to the non-U.S.-based business, as well as $7 million related to curtailment losses for employee retirement plans. After these charges, management assessed the estimated fair value of the business and determined that no further adjustment to the carrying value was required. In addition, approximately $6 million in after-tax deal-related costs primarily for professional services and advisory fees were incurred during the fourth quarter. In 2003, the loss from discontinued operations includes a $30 million goodwill and intangible asset impairment charge related to the OmniQuip business.

 

In 2005, Textron recorded a net $46 million gain on disposal, primarily related to a tax benefit recorded upon the sale of InteSys. There was no gain or loss on the sale of OmniQuip and the small business direct businesses in 2003.

 

Special charges represent restructuring costs incurred by Textron Fastening Systems, InteSys and OmniQuip in connection with the company-wide restructuring program.

 

Outlook

 

We expect higher revenues in 2006 as a result of revenue increases at Bell, Cessna and Finance, while the Industrial businesses are expected to be down slightly. At Bell, revenues are expected to increase primarily due to higher commercial helicopter deliveries. At Cessna, we expect an increase in revenue due to higher sales of jets based on our current delivery schedule.

 

Textron’s commercial backlog from unaffiliated customers was $7.4 billion and $6.3 billion at the end of 2005 and 2004, respectively, and is primarily related to Cessna. U.S. Government backlog was $3.3 billion at the end of 2005 and 2004, which was substantially all in the Bell segment. See “Backlog” in Item 1. Business of Textron on page 6 for more information.

 

Segment Analysis

 

Bell

 

(Dollars in millions)

 

2005

 

2004

 

2003

 

Revenues

 

$

2,881

 

$

2,254

 

$

2,348

 

Segment profit

 

$

368

 

$

250

 

$

234

 

Profit margin

 

13

%

11

%

10

%

Backlog at Bell Helicopter

 

$

2,812

 

$

2,842

 

$

1,438

 

 

18


 

The Bell segment is a supplier of aircraft and weapon systems providing advanced product and service solutions to both military and commercial customers. Bell Helicopter is a leading manufacturer of military helicopters and tiltrotor aircraft for the U.S. Government and commercial helicopters for corporate, offshore petroleum exploration and development, utility, charter, police, fire, rescue and emergency medical customers. Textron Systems is a primary supplier to the defense, aerospace and general aviation markets.

 

Bell Helicopter participates in several major programs with the U.S. Government. In association with The Boeing Company, Bell Helicopter is the only supplier of military tiltrotor aircraft – the V-22. The U.S. Government has issued contracts for 83 production V-22 aircraft with a total requirement of 458 aircraft. In September 2005, Bell received authorization to proceed to full-rate production of the V-22.

 

Bell Helicopter is nearing completion of the Engineering and Manufacturing Development (“EMD”) phase of the H-1 Upgrade Program for the U.S. Marine Corps. This program will produce an advanced attack and a utility model helicopter, the AH-1Z and UH-1Y, respectively. The Operational Evaluation for this program is planned to begin shortly after the delivery of the remaining two aircraft in 2006. The U.S. Government has also issued contracts for the production of ten UH-1Y aircraft and six AH-1Z aircraft through Low Rate Initial Production. A contract for an additional lot, along with a priced option for another lot, is planned to be exercised in the second quarter of 2006.

 

Additionally, Bell was awarded a contract for System Development and Demonstration of the Army’s Armed Reconnaissance Helicopter (“ARH”) with an expected requirement of 368 aircraft. Bell will also participate in the production of the VH-71 Presidential helicopter fleet through AWB LLC.

 

During 2005, Bell Helicopter’s commercial business gained momentum with an increase in orders and deliveries. Bell continued to invest in commercial programs as evidenced by the significant progress made on the 429 Global Ranger and other program upgrades in response to customer requests to improve speed, lower operating costs and reduce noise.

 

Textron Systems’ principal strategy and focus is to address the emphasis being placed by the U.S. Department of Defense on network centric warfare and the leveraging of advances in information technology by focusing on the development and production of advanced weapon systems. Additionally, Textron Systems has received orders to deliver more than 1,100 armored security vehicles (“ASV”). Currently, production capacity is ramping up to meet these deliveries in spite of the disruptions caused by Hurricane Katrina.

 

Bell Revenues

 

U.S. Government Business

 

U.S. Government revenues increased $491 million in 2005 primarily due to higher revenue of $288 million from the V-22 program, higher ASV volume of $61 million, the benefit of $36 million from the US Helicopter acquisition, higher military spares volume of $32 million and increased sales of $20 million for air-launched weapons. Additionally, Bell recognized $21 million from the new ARH contract.

 

U.S. Government revenues decreased $166 million in 2004 largely due to lower revenue of $243 million on the V-22 program primarily as a result of lower effort on production lots three through six as these contracts neared completion and a decrease in development activities. Lower sales of $30 million related to the completion of a contract for training aircraft in 2003 and an $11 million reduction in revenue, related to a final agreement with the U.S. Government to settle an overhead cost rate matter, also contributed to the revenue decrease. These decreases in revenue were partially offset by $34 million of higher military spares volume, increased sales of $34 million for air-launched weapons and higher H-1 revenue of $34 million.

 

Commercial Business

 

Commercial revenues increased $136 million in 2005 primarily due to higher aircraft sales of $68 million, higher spares volume of $41 million and higher international military sales of $26 million due primarily to higher ASV deliveries to foreign customers of $58 million that were partially offset by lower helicopter volume of $32 million.

 

Commercial revenues increased $72 million in 2004 primarily due to higher international military sales of $64 million, increased volume in the aircraft engine business of $18 million and higher spares volume of $14 million. These increases were partially offset by lower Huey II kit sales of $16 million and lower aircraft sales of $6 million.

 

19


 

Bell Segment Profit

 

U.S. Government Business

 

Profit in the U.S. Government business increased $33 million in 2005 principally due to higher V-22 volume of $26 million, reflecting the delivery of 12 aircraft from Lots 7 and 8, higher volume and improved performance of air-launched weapons totaling $13 million, and increased ASV deliveries and improved performance of $10 million. These increases were partially offset by $18 million of costs associated with Hurricane Katrina.

 

Profit in the U.S. Government business decreased $31 million in 2004 primarily due to the $20 million impact of lower V-22 revenue, an $11 million settlement with the U.S. Government and lower volume of training aircraft of $11 million, partially offset by the $10 million impact of higher volume of air-launched weapons.

 

Commercial Business

 

Commercial profit increased $85 million in 2005 primarily due to the $30 million gain on the sale of our interest in the Model AB139 helicopter program, the $29 million impact of higher international military volume and improved performance, higher spares volume of $22 million and a $13 million impact upon resolution of uncertainties and receipt of cash related to a prior year collaborative research and development sharing agreement. In addition, commercial profit reflected a $16 million decrease in net research and development, as higher gross research and development expenses of $28 million were more than offset by the commercial share of reimbursements related to risk-sharing agreements from co-development partners. These increases were partially offset by $28 million of higher selling and administrative expense and $18 million in additional reserves recorded by Lycoming related to the retirement program discussed below and crankshaft service bulletins discussed in Note 17 to the Consolidated Financial Statements.

 

During the fourth quarter of 2005, Lycoming developed a plan to institute a retirement program for approximately 5,100 crankshafts, representing the remaining crankshafts manufactured by the former supplier using the same forging technique as the crankshafts covered by prior service bulletins. Accordingly, an additional reserve of $10 million was recorded in the fourth quarter to cover the expected cost of this planned retirement program.

 

Commercial profit increased $47 million in 2004 primarily due to the $34 million impact of the higher international military sales, favorable cost performance in the helicopter business of $31 million (including the favorable resolution of a $6 million warranty issue provided for in 2003), the $9 million benefit from a favorable mix of aircraft and the $5 million favorable impact of a nonrecurring 2003 charge related to a recall, inspection and customer care program at the aircraft engine business, partially offset by higher engineering expenses of $28 million.

 

Bell Outlook

 

Bell’s revenues are expected to increase in 2006, while margins are expected to drop slightly due to the certain nonrecurring items that benefited the 2005 results. The U.S. Government business is expected to benefit from an increase in ASV volume as well as higher revenues from the ARH and VH-71 program contracts, which is expected to be partially offset by lower V-22 revenue based on scheduled deliveries. Higher revenue is expected in our commercial business largely due to increased deliveries in 2005.

 

Cessna

 

(Dollars in millions)

 

2005

 

2004

 

2003

 

Revenues

 

$

3,480

 

$

2,473

 

$

2,299

 

Segment profit

 

$

457

 

$

267

 

$

199

 

Profit margin

 

13

%

11

%

9

%

Backlog

 

$

6,342

 

$

5,352

 

$

3,947

 

 

Cessna Aircraft Company is the world’s largest manufacturer of general aviation aircraft, based on unit sales. Cessna currently has four major product lines: Citation business jets, single engine turboprop Caravans, Cessna single engine piston aircraft and aftermarket services. Cessna provides dependable aircraft and premier service to corporate customers in over 75 countries. Cessna also engages in the business jet fractional ownership market through CitationShares, a venture with TAG Aviation USA, Inc. During 2005, the economy continued to strengthen, leading to a significant increase in business jet and single engine aircraft orders. At the same time, Cessna also realized the benefit of its continued strategy of investment in new product development receiving FAA certification for the CJ1+ and the CJ2+ in 2005. Cessna also expects to receive certification of the Mustang in 2006.

 

20


 

Cessna Revenues

 

The Cessna segment’s revenues increased $1.0 billion in 2005, compared with 2004, primarily due to higher Citation business jet volume of $737 million, higher pricing of $82 million and a benefit from the consolidation of CitationShares of $78 million. Citation business jet customer deliveries were 252 in 2005, compared with 179 jets in 2004.

 

The Cessna segment’s revenues increased $174 million in 2004, compared with 2003, primarily due to the $76 million increase from the consolidation of CitationShares, $39 million of higher pricing and a $12 million benefit from lower to used aircraft overtrade allowances. Citation business revenue jet deliveries were 179 in 2004, compared with 194 jets in 2003.

 

Cessna Segment Profit

 

Segment profit increased $190 million in 2005, compared with 2004, largely due to the $229 million impact of higher volume across all product lines and $82 million of higher pricing, partially offset by $99 million of inflation. Additionally, Cessna was able to significantly improve profit margins and overcome the challenges associated with ramping up production and increasing research and development expenses.

 

Segment profit increased $68 million in 2004, compared with 2003, largely due to $85 million of improved cost performance, $39 million of higher pricing, $18 million of lower used aircraft valuation adjustments, a $12 million benefit from lower used aircraft overtrade allowances and an $8 million benefit related to the expiration of prior year residual value guarantees, partially offset by $70 million of inflation and the unfavorable impact of lower business jet volume and unfavorable mix of $20 million. The benefit from lower used aircraft overtrade allowances and valuation adjustments was primarily due to fewer trade-ins and a stabilization in market values for used jets in 2004.

 

Cessna Outlook

 

Cessna anticipates another strong year of business jet deliveries in 2006 with total revenues expected to increase significantly. Indications are that 2007 will be a strong delivery year as well. In 2006, profit margins are expected to rise, primarily driven by the increase in revenue. Cessna will continue to invest in new products such as the Encore+ and the Mustang, broadening our product line to take advantage of the improving business jet market.

 

Industrial

 

(Dollars in millions)

 

2005

 

2004

 

2003

 

Revenues

 

$

3,054

 

$

3,046

 

$

2,836

 

Segment profit

 

$

150

 

$

194

 

$

150

 

Profit margin

 

5

%

6

%

5

%

 

The Industrial segment is composed of five businesses, including E-Z-GO, Jacobsen, Kautex, Greenlee and Fluid & Power. Through these businesses, the segment provides its customers with innovative solutions and services, including golf cars and turf-care equipment, plastic fuel systems, wire and cable installation equipment, and industrial pumps and gears. These markets are highly competitive and price sensitive. Consequently, significant cost reductions are required not only to offset inflation and price concessions, primarily at Kautex, but also to improve margins.

 

Industrial Revenues

 

The Industrial segment’s revenues increased $8 million in 2005, compared with 2004, as higher pricing of $36 million and favorable foreign exchange of $31 million were largely offset by lower volume of $63 million. The lower sales volume primarily reflects decreases of $80 million at Kautex, largely due to product model changeovers, and $39 million at Jacobsen, primarily related to the strategic realignment of its North American commercial distribution network. These decreases were partially offset by higher volume of $31 million at Greenlee.

 

The Industrial segment’s revenues increased $210 million in 2004, compared with 2003, primarily due to a favorable foreign exchange impact of $167 million and higher sales volume of $61 million, partially offset by $17 million related to the divestiture of a non-core product line during the second quarter of 2004. The higher sales volume primarily reflects an increase of $44 million at Kautex, largely due to new product launches and growth in its international markets, and to a lesser degree increases of $18 million and $12 million at E-Z-GO and Jacobsen, respectively.

 

21


 

Industrial Segment Profit

 

Segment profit decreased $44 million in 2005, compared with 2004, largely due to inflation of $84 million and the impact of lower volume and an unfavorable mix of $21 million, partially offset by higher pricing of $36 million and improved cost performance of $24 million, primarily at Kautex.

 

Segment profit increased $44 million in 2004, compared with 2003, primarily due to $92 million of improved cost performance, improved credit performance of $16 million, the favorable foreign exchange impact of $13 million, the $10 million impact of higher volume and lower fair market value adjustments of $8 million for used golf cars. These increases were partially offset by inflation of $59 million and lower profit of $24 million at a North American Kautex plant due to increased costs from manufacturing inefficiencies.

 

Industrial Outlook

 

Industrial revenues are expected to decrease in 2006, while segment margins are forecasted to improve slightly. The forecasted decrease in revenues reflects a decline at Kautex, primarily as a result of model changeovers and the divestiture of a product line in 2005, which is expected to be partially offset by growth at Greenlee and, to a lesser extent, increases for the remaining businesses.

 

Finance

 

(Dollars in millions)

 

2005

 

2004

 

2003