UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): April 17,
2008
TEXTRON
INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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I-5480
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05-0315468
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(State
of
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(Commission
File Number)
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(IRS
Employer
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Incorporation)
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Identification
Number)
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40
Westminster Street, Providence, Rhode Island 02903
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (401) 421-2800
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange
Act (17 CFR 240.13e-4(c))
Item
2.02 Results
of Operations and Financial Condition
On April
17, 2008, Textron Inc. (“Textron”) issued a press release announcing its
financial results for the fiscal quarter ended March 29, 2008. This
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
8.01 Other
Events
Through
fiscal 2007, Textron reported segment financial results within four
segments: Bell, Cessna, Industrial and Finance. The Bell
segment consisted of Bell Helicopter and the Textron Systems
division. With recent acquisitions and organic growth, the Textron
Systems division now provides a significant portion of Textron’s consolidated
revenues. As Textron Systems and Bell both continue to grow, these
businesses require autonomy from each other and dedicated management
focus.
Effective
at the beginning of fiscal 2008, Textron changed its segment reporting by
separating the former Bell segment into two segments: the Bell
segment and the Defense & Intelligence segment. The Cessna,
Industrial and Finance segments have not been changed. Textron now
operates in, and will report financial information for, the following five
business segments: Cessna, Bell, Defense & Intelligence,
Industrial and Finance.
In
Exhibit 99.2 filed with this Current Report on Form 8-K and incorporated herein
by reference, Textron updates and supersedes the following Items that are
contained in Textron’s 10-K for the year ended December 29, 2007 (the “2007
10-K”) solely to reflect the change in segment reporting: “Item 6.
Selected Financial Data,” the sections entitled “Consolidated Results of
Operations” and “Segment Analysis” included in “Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and
the section entitled “Quarterly Data” included
in “Item 8. Financial Statements and Supplementary Data.”
The
change in segment reporting, as reflected in the information included in this
Form 8-K, only affects the manner in which segment results were previously
reported. All other information in the 2007 10-K remains unchanged
and has not been otherwise updated for events or developments that occurred
subsequent to the filing of the 2007 10-K with the Securities and Exchange
Commission. The information in this Current Report on Form 8-K,
including Exhibit 99.2, should be read in conjunction with the 2007
10-K.
Forward-Looking
Information
Certain
statements in this report, including Exhibit 99.2, and other oral and written
statements made by us from time to time are forward-looking statements,
including those that discuss strategies, goals, outlook or other non-historical
matters, or project revenues, income, returns or other financial measures. These
forward-looking statements speak only as of the date on which they are made, and
we undertake no obligation to update or revise any forward-looking statements.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those contained in the
statements, such as the Risk Factors contained in our 2007 Annual Report on Form
10-K and including the following: (a) changes in worldwide
economic and political conditions that impact demand for our products, interest
rates and foreign exchange rates; (b) the interruption of production at our
facilities or our customers or suppliers; (c) performance issues with key
suppliers, subcontractors and business partners; (d) our ability to perform
as anticipated and to control costs under contracts with the U.S. Government;
(e) the U.S. Government’s ability to unilaterally modify or terminate its
contracts with us for the U.S. Government’s convenience or for our failure to
perform, to change applicable procurement and accounting policies, and, under
certain circumstances, to suspend or debar us as a contractor eligible to
receive future contract awards; (f) changing priorities or
reductions in the U.S. Government defense budget, including those related
to Operation Iraqi Freedom, Operation Enduring Freedom and the Global War on
Terrorism; (g) changes in national or international funding priorities,
U.S. and foreign military budget constraints and determinations, and government
policies on the export and import of military and commercial products;
(h) legislative or regulatory actions impacting defense operations;
(i) the ability to control costs and successful implementation of various
cost-reduction programs; (j) the timing of new product launches and
certifications of new aircraft products; (k) the occurrence of slowdowns or
downturns in customer markets in which our products are sold or supplied or
where Textron Financial Corporation offers financing; (l) changes in
aircraft delivery schedules or cancellation of orders; (m) the impact of
changes in tax legislation; (n) the extent to which we are able to pass raw
material price increases through to customers or offset such price increases by
reducing other costs; (o) our ability to offset, through cost reductions,
pricing pressure brought by original equipment manufacturer customers;
(p) our ability to realize full value of receivables; (q) the
availability and cost of insurance; (r) increases in pension expenses and
other postretirement employee costs; (s) Textron Financial Corporation’s
ability to maintain portfolio credit quality; (t) Textron Financial
Corporation’s access to financing, including securitizations, at competitive
rates; (u) uncertainty in estimating contingent liabilities and
establishing reserves to address such contingencies; (v) risks and
uncertainties related to acquisitions and dispositions; (w) the efficacy of
research and development investments to develop new products; (x) the
launching of significant new products or programs which could result in
unanticipated expenses; (y) bankruptcy or other financial problems at major
suppliers or customers that could cause disruptions in our supply chain or
difficulty in collecting amounts owed by such customers; and
(z) difficulties or unanticipated expenses in connection with the
consummation or integration of acquisitions, potential difficulties in employee
retention following the acquisition and risks that the acquisition does not
perform as planned or disrupts our current plans and operations or that
anticipated synergies and opportunities will not be realized.
Item
9.01 Financial
Statements and Exhibits
(d) Exhibits
The following exhibits are filed
herewith:
Exhibit
Number Description
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99.1
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Press
release dated April 17, 2008 related to
earnings.
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99.2
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Updates
to Annual Report on Form 10-K for the fiscal year ended December 29,
2007
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·
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Part
II. Item 6. Selected Financial Data
(unaudited)
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·
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Consolidated
Results of Operations and Segment Analysis portions of Part II. Item 7.
Management’s Discussion and Analysis of Financial
Condition and Results of Operations (unaudited)
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· |
Quarterly
Data schedule (unaudited) included in Part II. Item 8. Financial
Statements and Supplementary Data |
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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TEXTRON
INC.
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(Registrant)
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By:
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/s/
Richard L. Yates
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Richard
L. Yates
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Senior
Vice President and Corporate
Controller
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Date: April
17, 2008