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SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2002 Commission File Number 1-5480 A. Full title of the plan and address of
the plan: TEXTRON SAVINGS PLAN 40 Westminster Street Providence, Rhode Island 02903 B. Name of issuer of the securities held pursuant to TEXTRON INC. 40 Westminster Street Providence, Rhode Island 02903 REQUIRED
INFORMATION Financial
Statements and Exhibit
The
following Plan financial statements and schedules prepared in accordance with
the financial reporting requirements of the Employee Retirement Income
Security Act of 1974 are filed herewith, as permitted by Item 4 of Form
11-K: Report of
Independent Auditors Supplemental
Schedules: Schedule G, Part III
- Schedule of Non-Exempt Transactions Exhibits: 23
- Consent of Independent Auditors 99.1
- Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2
- Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Pursuant to
the requirements of the Securities Exchange Act of 1934, the Textron Inc., as
Plan Administrator, has duly caused this Annual Report on
Form 11-K to be signed by the undersigned hereunto duly
authorized. TEXTRON SAVINGS PLAN s/Ted R. French Executive Vice President Date: June 27, 2003 Financial Statements and Supplemental Schedules Textron Savings Plan Years ended December 31, 2002 and 2001 Textron Savings Plan Financial Statements Years ended December 31, 2002 and 2001 Contents Report of Independent Auditors 1 Audited Financial Statements Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 Supplemental Schedules Schedule G, Part III, Schedule of Non-Exempt Transactions 13 Schedule H, Line 4i, Schedule of Assets (Held at End of Year) 14 Schedule H, Line 4j, Schedule of Reportable Transactions 16 Report of Independent Auditors Textron Inc. We have audited the accompanying statements of net assets
available for benefits of the Textron Savings Plan as of December 31, 2002 and
2001, and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion. In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets available for benefits
of the Plan at December 31, 2002 and 2001, and the changes in its net assets
available for benefits for the years then ended, in conformity with accounting
principles generally accepted in the United States. Our audits were performed for the purpose of forming an
opinion on the financial statements taken as a whole. The accompanying
supplemental schedule of non-exempt transactions for the year ended December 31,
2002, schedule of assets (held at end of year) as of December 31, 2002, and
reportable transactions for the year ended December 31, 2002, are presented
for purposes of additional analysis and are not a required part of the financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole. ERNST & YOUNG LLP Boston, Massachusetts Textron Savings Plan Statements of Net Assets Available for Benefits December 31 2002 2001 Assets Investments $1,340,380 $1,380,04 335 44 1,340,715 1,380,090 7,570 8,056 1,348,285 1,388,146
226 210 $1,348,059 $1,387,936 See accompanying notes. Textron Savings Plan Statements of Changes in Net Assets Available for Benefits Year ended December 31 2002 2001 Additions Interest and dividends $ 41,315 $ 42,495 - 127,262 Participants
97,477 104,517 Participant rollovers
2,528 4,232 Employer
42,334 45,799 142,339 154,548 Total additions
183,654 324,305 Deductions
Benefits paid to participants
133,448 164,615 Transfers to other plan
71,418 - Net depreciation in fair value of
investments
17,387 158,936 Administrative expenses
1,278 1,023 Total deductions
223,531 324,574 Net decrease
(39,877) (269) Net assets available
for benefits:
Beginning of year
1,387,936 1,388,205 End of year
$1,348,059 $1,387,936 See accompanying notes. Textron Savings Plan Notes to Financial Statements December 31, 2002 1. Description of Plan General The Textron Savings Plan (the "Plan") is primarily
an employee stock ownership plan covering substantially all domestic employees
of Textron Inc. ("Textron"), as defined in the Plan. The remainder of
the Plan is a profit-sharing and 401(k) plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA")
and was amended and restated effective November 1, 1999, and further amended in
2002 and 2003, to reflect the requirements of recent legislation affecting
statutory changes and regulations and other plan changes Effective January 1, 2002, the Plan designated the Textron
Stock Fund as an ESOP and designated the remainder of the Plan as a
profit-sharing plan. The employee stock ownership portion of the Plan and the
profit-sharing portion of the Plan shall constitute a single plan. The Plan is currently administered under the terms of a Trust
Agreement, dated September 1, 1999, with Putnam Fiduciary Trust Company (the
"Trustee" or "Putnam"). Putnam also serves as the Plan's
recordkeeper. Investment Options Participants may elect to direct their employee contributions
to the following funds: Textron Stock Fund, Putnam International Growth Fund,
Putnam Voyager Fund, Putnam S&P 500 Index Fund, The George Putnam Fund of
Boston, One Group Bond Fund, Putnam Capital Opportunities Fund (effective
January 1, 2002), Putnam Asset Allocation: Balanced Portfolio (effective January
1, 2002), Putnam Equity Income Fund (effective January 1, 2002), One Group High
Yield Fund (effective January 1, 2002), and the Stable Value Fund, which is
primarily invested in various guaranteed investment contracts. Employer
contributions are invested entirely in the Textron Stock Fund. Contributions Effective January 1, 2002, participants of the Plan are
entitled to elect compensation deferrals up to 40% (previously 20%) of their
eligible compensation, within the limits prescribed by Section 401(k) of the
Internal Revenue Code (the "Code"). Participants may also contribute
amounts representing distributions from other qualified defined benefit or
defined contribution plans. Contributions from employees and employee
compensation deferrals, which are matched 50% up to 5% of eligible salary by
Textron subject to certain ERISA restrictions and plan limits, are recorded when
Textron makes payroll deductions from participants' wages (Note 7). Certain participants in the Plan are entitled to receive a
retirement supplement contribution which is equal to 1% of the participant's
eligible compensation. Participants eligible for a retirement supplement
contribution are also eligible for a matching contribution. Contributions from
these employees who receive a retirement supplement are matched 100% up to 4% of
eligible salary by Textron subject to certain ERISA restrictions and plan
limits, are recorded when Textron makes payroll deductions from participants'
wages. Prior to January 1, 2002, the Trustee invested 100% of all
matching contributions, 50% of each participant's pre-tax contributions, and 50%
of each participant's after-tax contributions in the Textron Stock Fund.
Effective January 1, 2002, the Trustee invests 100% of all matching
contributions in the Textron Stock Fund, and all other contributions are
participant directed. Effective September 3, 2002, employees have the ability to
subsequently reallocate matching contributions among any of the investment
options offered in the Plan. Textron makes contributions to the Plan based on actual
contribution levels. In addition, Textron may make additional discretionary
contributions. There were no discretionary contributions made by Textron in 2002
or 2001. All forfeitures arising out of a participant's termination of
employment for reasons other than retirement, disability or death are used to
reduce future Textron contributions. Transfers To/From Other Plans During 2001, four plans merged into the Plan. The plans
transferred include the Camcar Employer's Savings, Profit Sharing and Retirement
Plan, the Elco Textron Inc. Profit Sharing and Savings Plan, the Edward and
Associates, Inc. Defined Contribution 401(k) Plan and the Flexalloy, Inc.
Retirement Savings Plan. Assets amounting to approximately $127,262,000 were
transferred into the Plan. On December 20, 2001, Textron completed the sale of its
Automotive Trim business to Collins & Aikman Products Company (C&A), a
subsidiary of Collins & Aikman Corporation. During 2002, the Plan
transferred participant account balances and investments amounting to
approximately $71,418,000 to the Collins & Aikman Personnel Savings Plan, as
a result of this sale. Benefits In the event a participant ceases to be an employee or
becomes totally disabled while employed, all of his or her account, to the
extent then vested, shall become distributable. Distributions are in the form of
cash unless Textron stock is requested. An account will be distributed in a
single payment if the value of the account is less than $5,000 when the account
first becomes distributable. If the value of the account is $5,000 or more when
the account first becomes distributable, a participant is not required to take a
distribution immediately. However, current federal law requires Textron to begin
to distribute accounts by April 1 of the year following the year in which the
participant reaches age 70 1/2. A participant is always vested in the portions
of his or her account attributable to his or her own contributions and
compensation deferrals and to discretionary contributions by Textron. The Plan
provides for full vesting of a participant's account in the event of his or her
termination of employment, other than for cause, within two years after a change
in control of Textron. Benefits are recorded when paid. Vesting Textron's 50% matching contributions vest based on the length
of service in the Plan as follows:
Months of Service Vested Percentage 24 months but less than 36 months 25% 36 months but less than 48 months 50% 48 months but less than 60 months 75% 60 months or more 100% Participant Accounts A separate account is maintained for each participant and is
increased by (a) the participant's contributions and compensation deferrals, (b)
Textron's matching contribution, and by the pro rata share of additional
discretionary contributions made by Textron, if any, (c) plan income (loss), and
charged with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account. Participant Notes Receivable Active participants may have one loan outstanding and may
borrow a minimum of $1,000 up to a maximum of the lesser of one-half of their
vested balance or $50,000 less the participant's highest outstanding loan
balance during the twelve-month period preceding the new loan request. Interest
is charged at a rate of Wall Street Journal Prime Rate plus 1%, as of the first
business day of the month. A $50 fee will be charged to the participant to cover
the cost of administration. The loan terms may range from one to five years and
are repaid primarily through automatic payroll deductions. Plan Termination Textron has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to the provisions of
ERISA. Textron has not expressed any intent to terminate the Plan; however,
subsequent to December 31, 2002, Textron temporarily discontinued certain
matching contributions (Note 7). In the event of Plan termination, participants
will become 100 percent vested in their accounts. 2. Significant Accounting Policies Basis of Accounting The financial statements are prepared on the accrual basis of
accounting. Investment Valuation and Income Recognition Except for investment contracts, the Plan's investments are
stated at fair value which, in general, equals the quoted market price on the
last business day of the Plan year. The shares of mutual funds are valued at
quoted market prices which represent the net asset values of shares held by the
Plan at year end. The participant loans are valued at their outstanding
balances, which approximate fair value. Investment contracts are recorded at their contract values,
which represent contributions and reinvested income, less any withdrawals, plus
accrued interest, because these investments have fully benefit responsive
features. For example, participants may ordinarily direct the withdrawal or
transfer of all or a portion of their investment at contract value. However,
withdrawals influenced by Company-initiated events, such as in connection with
the sale of a business, may result in a distribution at other than contract
value. There are no reserves against contract values for credit risk of contract
issues or otherwise. The fair value of the investment contracts at
December 31, 2002 and 2001, was approximately $151 million and $133
million, respectively. The average yield was approximately 5.9% and 6.5%,
respectively. The crediting interest rate for these investment contracts is
reset annually by the issuer but cannot be less than zero and ranged from 4.86%
to 7.75% in 2002 and 5.5% to 7.75% in 2001. The fair values of investment contracts presented above are
estimates of the fair value of the contracts at a specific point in time using
available market information and appropriate valuation methodologies. These
estimates are subjective in nature and involve uncertainties and significant
judgment in the interpretation of current market data. Therefore, the fair
values presented are not necessarily indicative of amounts the Plan could
realize or settle currently. The Plan does not necessarily intend to dispose of
or liquidate such instruments prior to maturity. Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date. Administrative Expenses All administrative expenses are paid from Plan assets. Use of Estimates The preparation of financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates. 3. Investments During 2002 and 2001, the Plan's investments (including
investments purchased, sold, as well as held during the year) appreciated
(depreciated) in fair value as follows: Year ended December 31 2002 2001 (In thousands) Investments at fair value as determined by quoted Textron Inc.
common stock $ 42,085 $(109,217) Mutual funds (59,472) (49,719) $ (17,387) $(158,936) 3. Investments (continued) Investments that represent 5% or more of the fair value of
the Plan's net assets available for benefits are as follows: December 31 2002 2001 (In thousands) Textron Inc. common stock $873,477 $914,388 Putnam S&P 500 Index Fund 134,569 175,572 4. Nonparticipant-Directed Investments Information about the net assets and the significant
components of changes in net assets related to the nonparticipant-directed
investments is as follows: December 31 2002 2001 (In thousands) Investments, at fair value: Textron Inc. common stock $873,477 $ 914,388 Year ended December 31 2002 2001 (In thousands) Changes in net assets: Contributions $ 97,292 $ 137,165 Dividends 27,046 27,532 Net appreciation (depreciation) 42,085 (109,217) Benefits paid to participants (82,667) (91,178) Transfers to participant-directed investments (73,900) (24,781) Transfers to other plan (50,767) - Total $ (40,911) $ (60,479) Effective January 1, 2002, only the Textron matching
contribution is restricted to the Textron Stock Fund. Effective September 3,
2002, employees have the ability to subsequently reallocate matching
contributions among any of the investment options offered in the Plan. The
information presented above relating to the Textron Stock Fund, includes both
participant-directed and non-participant directed activity due to the inability
of the Plan recordkeeper to separate participant-directed and non-participant
directed activity in the Fund. 5. Differences Between Financial Statements and Form 5500 The following is a reconciliation of net assets available for
benefits per the financial statements to the Form 5500: December 31 2002 2001 (In thousands) Net assets available for benefits per financial statements $1,348,059 $1,387,936 Amounts allocated to withdrawn participants (269) (62) Net assets available for benefits per Form 5500 $1,347,790 $1,387,874 The following is a reconciliation of benefits paid to
participants per the financial statements to the Form 5500: 2002 2001 (In thousands) Benefits paid to participants per the financial statements $133,448 $164,615 Add: Amounts allocated on Form 5500 to withdrawn Less: Amounts allocated on Form 5500 to withdrawn Benefits paid to participants per Form 5500 $133,655 $164,087 Amounts allocated to withdrawn participants are recorded on
the Form 5500 for benefit claims that have been processed and approved for
payment prior to year-end but not yet paid. 6. Income Tax Status The Plan has received a determination letter from the
Internal Revenue Service dated September 6, 2002, stating that the Plan is
qualified under Section 401(a) of the Internal Revenue Code (the Code) and,
therefore, the related trust is exempt from taxation. Subsequent to the issuance
of the determination letter, the Plan was amended. Once qualified, the Plan is
required to operate in conformity with the Code to maintain its qualification.
The plan administrator believes the Plan is being operated in compliance with
the applicable requirements of the Code and, therefore, believes that the Plan,
as amended, is qualified and the related trust is tax exempt. 7. Subsequent Event Effective May 1, 2003, Textron has made the decision to
temporarily suspend the Company matching contributions for salaried and hourly
non-union employees in the Plan. Employees who participate in the portion of the
Plan with a retirement supplement will not be affected by this change. Textron Savings Plan Employer Identification Number 05-0315468 Schedule G, Part III, Schedule of Non-exempt Transactions Year ended December 31, 2002 (c) (b) Description of Transactions, Relationship to Plan, Including Maturity Date, (a) Employer or Other Rate of Interest, Collateral, Par Identity of Issue Party-in-Interest or Maturity Value Textron Inc. Employer/Plan Sponsor The following contributions totaling $123 were not deposited in a
timely manner. The Plan Sponsor remitted interest and earnings on the late
contributions and all participant accounts have been adjusted. In
addition, the Plan Sponsor also has filed Form 5330 and remitted the
appropriate excise tax to the U.S. Treasury. Week Contribution Date Remitted Amount Remitted 2/3/02 $ 71 11/19/02 $ 76 2/3/02 5 2/12/03 5 3/23/02 2 3/12/03 2 3/23/02 12 2/27/03 13 6/29/02 8 11/19/02 8 7/6/02 25 11/19/02 26 $123 $130 Textron Savings Plan Employer Identification Number 05-0315468 Schedule H, Line 4i, Schedule of Assets (Held at End of Year)
the plan and address of its principal executive
office:
Statements
of Net Assets Available for Benefits as of December 31, 2002 and 2001
Statements of Changes in Net
Assets Available for Benefits for each of the years
ended December 31, 2002 and
2001
Notes to
financial statements
Schedule H, Line 4i - Schedule of Assets (Held at End of Year)
Schedule H, Line 4j - Schedule of Reportable Transactions
and Chief Financial Officer
Textron Inc.
and Supplemental Schedules
Plan Sponsor
Textron Savings Plan
June 6, 2003
(In Thousands)
Non-interest bearing cash
Accrued investment income
Total assets
Liabilities
Accrued expenses
Net assets available for benefits
(In Thousands)
Transfers from other plans
Contributions:
market price:
participants at the end of the year
269
62
participants at the beginning of the year
(62)
(590)
Plan Number 030
(In Thousands)
Ended
Amount
To Trust
(including earnings)
Plan Number 030
December 31, 2002
|
Description of |
|
|
Common Stock: |
|||
Textron Inc.* |
20,315 |
$ 736,245 |
$ 873,477 |
|
|||
Common/Collective Trust Funds: |
|
||
SEI Stable Asset Fund |
5.5% |
13,591 |
|
Dwight Managed Unwrapped |
Variable rate |
15,795 |
|
The Boston Company Money Market Fund |
1.38% |
2,815 |
|
Total Common/Collective Trust Funds |
32,201 |
||
|
|||
Mutual Funds: |
|
||
Putnam S&P 500 Index Fund* |
6,219 |
134,569 |
|
Putnam Voyager Fund* |
2,130 |
27,799 |
|
Putnam International Growth Fund* |
987 |
16,310 |
|
The George Putnam Fund of Boston* |
2,284 |
33,871 |
|
Putnam Capital Opportunities Fund* |
1,288 |
9,889 |
|
Putnam Asset Allocation:
Balanced |
|
|
|
Putnam Equity Income Fund * |
650 |
8,197 |
|
One Group High Yield Bond Fund |
197 |
1,406 |
|
One Group Bond Fund |
3,379 |
37,604 |
|
Total Mutual Funds |
|
273,205 |
|
|
|
||
Insurance Contracts: |
|
|
|
AIG Life Insurance Co. |
|
|
|
Matures 12/15/04 |
6.05% |
6,239 |
|
Allstate Insurance Co. |
|
|
|
Matures 01/14/05 |
7.75% |
6,029 |
|
CDC Investment Management Co., |
5.60% |
47,874 |
|
Canada Life |
|
|
|
Matures 12/15/03 |
7.64% |
12,061 |
|
State Street Bank |
5.48% |
42,798 |
|
Travelers Insurance Co. |
|
|
|
Matures 9/15/03 |
7.58% |
12,046 |
|
Massachusetts Mutual Life Insurance Co. |
|
|
|
Matures 6/15/04 |
6.15% |
8,692 |
|
Monumental Life Insurance Co. |
|
|
|
Matures 9/15/06 |
4.86% |
6,157 |
|
Total Insurance Contracts |
141,896 |
||
|
|||
Participant notes receivable |
5.84% - 10.05% |
19,601 |
|
|
|
* Indicates party-in-interest to the Plan
Textron Savings Plan
Employer Identification Number 05-0315468
Plan Number 030
Schedule H, Line 4j, Schedule of Reportable Transactions
Year ended December 31, 2002
|
|
|
|
|
Current Value |
|
Category (iii) - Series of transactions in excess of 5% of plan assets |
||||||
Textron Inc. Common |
Purchase of 4,590,125.431 shares |
|
|
|
|
|
|
|
|
|
|
||
Textron Inc. Common |
Sale of 6,328,702.782 shares in |
|
|
|
|
|
There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 2002.
Exhibit 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-101183) pertaining to the Textron Savings Plan of our report dated June 6, 2003, with respect to the financial statements and schedules of the Textron Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2002.
s/ERNST & YOUNG LLP |
Boston, Massachusetts
June 23, 2003
Exhibit 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of the Textron Savings Plan (the "Plan") on Form 11-K for the period ending December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lewis B. Campbell, Chairman, President and Chief Executive Officer of Textron Inc., the Plan Administrator of the Plan, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
.(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan
Textron Inc., as Plan Administrator |
|||
Date: June 27, 2003 |
s/Lewis B. Campbell |
||
Lewis B. Campbell |
|||
Chairman, President and Chief Executive |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Plan Administrator and will be retained by the Plan Administrator and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of the Textron Savings Plan (the "Plan") on Form 11-K for the period ending December 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ted R. French, Executive Vice President & Chief Financial Officer of Textron Inc., the Plan Administrator of the Plan, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the net assets available for benefits and changes in net assets available for benefits of the Plan.
Textron Inc., as Plan Administrator |
|||
Date: June 27, 2003 |
s/Ted R. French |
||
Ted R. French |
|||
Executive Vice President and Chief |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Plan Administrator and will be retained by the Plan Administrator and furnished to the Securities and Exchange Commission or its staff upon request.