-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MotUsOzNGa6TVfqvWv3gWtu738W+8bCa7gx5j82RoJqZ/eg2I73u2axv5W/R/fuO fPO2TtNewaXpsSX734Yo5A== 0000217346-98-000009.txt : 19980629 0000217346-98-000009.hdr.sgml : 19980629 ACCESSION NUMBER: 0000217346-98-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980626 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEXTRON INC CENTRAL INDEX KEY: 0000217346 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] IRS NUMBER: 050315468 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-05480 FILM NUMBER: 98655175 BUSINESS ADDRESS: STREET 1: 40 WESTMINSTER ST CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 4014212800 MAIL ADDRESS: STREET 1: 40 WESTMINSTER ST CITY: PROVIDENCE STATE: RI ZIP: 02903 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TEXTRON INC DATE OF NAME CHANGE: 19710510 11-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K (Mark one) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to ____________ Commission file number 001-5480 A. Full title of the plan and the address of the plan, if different for that the issuer named below: EMPLOYEES' RETIREMENT SAVINGS PLAN FOR PRECISION STAMPING DIVISION OF ELCO TEXTRON INC. 1111 Samuelson Road P.O. Box 7009 Rockford, Illinois 61125 B. Name of issuer of securities held pursuant to the plan and address of its principal executive office: TEXTRON INC. 40 Westminster Street Providence, Rhode Island 02903 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. EMPLOYEES' RETIREMENT SAVINGS PLAN FOR PRECISION STAMPING DIVISION OF ELCO TEXTRON INC. ELCO TEXTRON INC., Plan Administrator DATE: June 25, 1998 By: /s/August F. DeLuca Vice President - Finance/CFO/Treasurer Financial Statements and Supplemental Schedules Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Years ended December 31, 1997 and 1996 Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Financial Statements and Supplemental Schedules Years ended December 31, 1997 and 1996 Contents Report of Independent Auditors 1 Financial Statements Statements of Net Assets Available for Benefits With Fund Information 2 Statements of Changes in Net Assets Available for Benefits With Fund Information 4 Notes to Financial Statements 6 Supplemental Schedules Line 27a--Schedule of Assets Held for Investment Purposes 12 Line 27d--Schedule of Reportable Transactions 13 Report of Independent Auditors Administrative Committee Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. We have audited the accompanying statements of net assets available for benefits of the Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. (the Plan) as of December 31, 1997 and 1996, 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 generally accepted auditing standards. 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, 1997 and 1996, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1997, and reportable transactions for the year then ended, are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, and are not a required part of the financial statements. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information 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. /s/Ernst & Young April 17, 1998 Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Statements of Net Assets Available for Benefits with Fund Information December 31, 1997 Fund Information Money High Small Textron Main Market Income Capitali Balanced Stock Loan Fund Fund Equity zation Fund Fund Fund Total Fund Fund Investments, at fair value (Note 4): Parkstone Prime Obligation Money $ 137 $659,902 $ 112 $ 195 $ 7,464 $ 42,612 $ - $ Market Fund Parkstone High Income Equity Fund - - 1,761,879 - - - - 1,761,879 Parkstone Mid Capitalization Fund - - 23,923 - - - - 23,923 Parkstone Small Capitalization Fund - - - 1,879,144 - - - 1,879,144 Parkstone Balanced Fund - - - - 1,054,342 - - 1,054,342 Textron Inc. common stock - - - - - 705,625 - 705,625 Participant notes receivable - - - - - - 80,955 80,955 Total investments 137 659,902 1,785,914 1,879,339 1,061,806 748,237 80,955 6,216,290 Receivables: Participant contributions - 2,944 13,878 16,613 8,389 7,614 - 49,438 Employer's contributions - 14,841 28,538 34,060 21,644 16,330 - 115,413 Other receivable (payable) - (1,617) (2,654) (2,734) (1,814) 374 - (8,445) Accrued income 570 2,888 2 2 9 2,994 - 6,465 Total receivables 570 19,056 39,764 47,941 28,228 27,312 - 162,871 Due (to) from other funds (707) 3,185 (1,402) (822) (1,046) 783 9 - Net assets available for benefits $ - $682,143 $1,824,276 $1,926,458 $1,088,988 $776,332 $80,964 $6,379,161 See accompanying notes.
Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Statements of Net Assets Available for Benefits with Fund Information December 31, 1996 Fund Information Money High Small Textron Main Market Income Capitali Balanced Stock Loan Fund Fund Equity Fund zation Fund Fund Fund Total Investments, at fair value (Note 4): Parkstone Prime Obligation Money $8,262 $1,073,821 $ 10,507 $ 15,225 $ 8,396 $ 6,174 $ - $1,122,385 Market Fund Parkstone High Income Equity Fund - - 1,106,381 - - - - 1,106,381 Parkstone Small Capitalization - - - 1,454,312 - - - 1,454,312 Fund Parkstone Balanced Fund - - - - 865,319 - - 865,319 Textron Inc. common stock - - - - - 397,452 - 397,452 Participant notes receivable - - - - - - 82,522 82,522 Total investments 8,262 1,073,821 1,116,888 1,469,537 873,715 403,626 82,522 5,028,371 Receivables: Participant contributions - 6,838 8,735 12,771 6,969 4,461 - 39,774 Employer's contributions - 60,058 44,747 55,976 41,637 19,152 - 221,570 Other receivable (payable) - (127,039) 80,351 46,869 2,818 6,048 - 9,047 Accrued income 92 4,430 24 35 19 1,864 - 6,464 Total receivables 92 (55,713) 133,857 115,651 51,443 31,525 - 276,855 Due (to) from other funds (8,354) 30,010 (4,828) 25,326 (42,975) 691 130 - Net assets available for benefits $ - $1,048,118 $1,245,917 $1,610,514 $882,183 $435,842 $82,652 $5,305,226 See accompanying notes.
Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Statements of Changes in Net Assets Available for Benefits with Fund Information Year ended December 31, 1997 Fund Information Money High Small Textron Market Income Capitaliza Balanced Stock Loan Fund Equity Fund tion Fund Fund Fund Total Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value $ - $ 25,963 $ (162,454) $ 55,606 $125,250 $ - $ 44,365 of investments (Note 4) Interest and dividend income 41,698 298,698 89,173 56,299 11,600 7,312 504,780 41,698 324,661 (73,281) 111,905 136,850 7,312 549,145 Contributions: Participant 46,514 146,270 188,542 94,126 75,687 - 551,139 Employer 22,805 49,511 59,529 37,401 27,070 - 196,316 69,319 195,781 248,071 131,527 102,757 - 747,455 Total additions 111,017 520,442 174,790 243,432 239,607 7,312 1,296,600 Deductions from net assets attributed to: Benefits paid to participants 150,139 9,578 3,649 40,524 467 - 204,357 Administrative expenses 264 262 262 262 871 - 1,921 Other 1,958 1,962 2,536 1,388 687 7,856 16,387 Total deductions 152,361 11,802 6,447 42,174 2,025 7,856 222,665 Net increase (decrease) (41,344) 508,640 168,343 201,258 237,582 (544) 1,073,935 prior to interfund transfers Interfund transfers (net) (324,631) 69,719 147,601 5,547 102,908 (1,144) - Net increase (decrease) (365,975) 578,359 315,944 206,805 340,490 (1,688) 1,073,935 Net assets available for 1,048,118 1,245,917 1,610,514 882,183 435,842 82,652 5,305,226 benefits, beginning of year Net assets available for $ 682,143 $1,824,276 $1,926,458 $1,088,988 $ 776,332 $80,964 $6,379,161 benefits, end of year See accompanying notes.
Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Statements of Changes in Net Assets Available for Benefits with Fund Information Year ended December 31, 1996 Fund Information Money High Small Textron Market Income Capitaliza Balanced Stock Loan Fund Equity Fund tion Fund Fund Fund Total Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments (Note 4) $ - $ (12,804) $ (57,176) $(51,554) $ 35,045 $ - $ (86,489) Interest and dividend income 22,975 116,064 224,631 107,487 6,444 1,393 478,994 22,975 103,260 167,455 55,933 41,489 1,393 392,505 Contributions: Participant 56,941 111,901 156,158 83,217 28,196 - 436,413 Employer 54,434 62,539 78,369 55,426 22,796 - 273,564 Total contributions 111,375 174,440 234,527 138,643 50,992 - 709,977 Total additions 134,350 277,700 401,982 194,576 92,481 1,393 1,102,482 Deductions from net assets attributed to: Benefits paid to participants 94,608 2,613 1,963 12,329 - - 111,513 Administrative expenses 872 914 1,077 750 440 - 4,053 Total deductions 95,480 3,527 3,040 13,079 440 - 115,566 Net increase prior to interfund transfers and 38,870 274,173 398,942 181,497 92,041 1,393 986,916 transfer from other plan Interfund transfers (net) 111,517 (14,472) (147,719 ) (88,919) 86,636 52,957 - Transfer from the Elco Industries, Inc. Employee 793,670 586,075 737,239 520,586 257,165 - 2,894,735 Stock Ownership Plan (Note 1) Net increase 944,057 845,776 988,462 613,164 435,842 54,350 3,881,651 Net assets available for 104,061 400,141 622,052 269,019 - 28,302 1,423,575 benefits, beginning of year Net assets available for $1,048,118 $1,245,917 $1,610,514 $882,183 $435,842 $ 82,652 $5,305,226 benefits, end of year See accompanying notes.
1. Description of the Plan The following brief description of the Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. (the Plan) is provided for general information purposes only. Participants should refer to the Summary Plan Description for more complete information. General The Plan is a defined contribution plan formed to provide a retirement savings plan to employees of the Precision Stamping Division of Elco Textron Inc. (Elco). The Plan provides for participant tax-deferred savings under Section 401(k) of the Internal Revenue Code (IRC) and is subject to the provisions of the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by an administrative committee consisting of not fewer than three members selected by the Board of Directors of Elco. Effective June 30, 1996, the Elco Industries, Inc. Employee Stock Ownership Plan (ESOP) was terminated. The assets of the ESOP were transferred into the participants' new or existing accounts in the Elco Textron Inc. Profit Sharing and Savings Plan, the Elco Thermoplastics, Inc. Profit Sharing Plan, the Elco Anchor Wire, Inc. Retirement Plan, or the Plan, as applicable. Assets distributed to the Plan were distributed to the participants' investment funds as directed by each participant. Eligibility All employees of the Precision Stamping Division of Elco are eligible to participate in the Plan after completing one year of service, as defined in the Plan. Vesting and Forfeitures Participants are immediately vested in the value of their contributions and related allocation of trust income or loss. Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Notes to Financial Statement (continued) 1. Description of the Plan (continued) Participants become fully vested in the value of contributions made by Elco and related allocations of trust income or loss after five years of credited service. Any forfeitures are allocated to remaining Plan participants. Contributions Active participants may contribute up to 14% of their pre- tax compensation, as defined by the Plan, subject to dollar limitations of $9,500 in 1997 and 1996. The Plan provides for an employer matching contribution of 25% of a participant's contribution, not to exceed 1% of the participant's compensation. The Plan also provides for discretionary Company contributions. Elco made discretionary contributions of $107,500 and $215,000 in 1997 and 1996, respectively. Investment Options Effective July 1, 1996, participants were granted the option of investing in the Textron Stock Fund, which is invested exclusively in Textron Inc. common stock. Participants are allowed to direct the employer and employee contributions in 10% increments in any of the following investment funds: Money Market Fund - Funds are invested in the Parkstone Prime Obligations Fund, a mutual fund, which invests in short-term U.S. Treasury bills or notes as well as other short-term obligations issued by or guaranteed by the U.S. Government and other short-term obligations. High Income Equity Fund - Funds are invested in the Parkstone High Income Equity Fund, a mutual fund, which invests in common and preferred stocks. Small Capitalization Fund - Funds are invested in the Parkstone Small Capitalization Fund, a mutual fund, which invests in common and preferred stocks. Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Notes to Financial Statements (continued) 1. Description of the Plan (continued) Balanced Fund - Funds are invested in the Parkstone Balanced Fund, a mutual fund, which invests in a combination of common stocks (and securities convertible into common stocks) and fixed income securities. Textron Stock Fund - Funds are invested exclusively in Textron Inc. common stock. Cash dividends, if any, on Textron common stock will be reinvested in shares of Textron common stock. Fractional interests in the shares of Textron common stock held by the Textron Stock Fund are allocated to participants' accounts. Participants may change their investment options monthly. Allocations The Plan document provides for semiannual allocation of trust income or loss which is made in the same ratio that a participant's account bears to the sum of the balances of all participants' accounts, taking into consideration the dates on which additional contributions are made. Company contributions are allocated as of the end of each plan year. Distribution of Benefits Distribution of the vested value of a participant's account is made by the trustee within sixty (60) days after the end of the Plan year in which occurs a participants' normal retirement date, early retirement date, late retirement date, disability retirement date, severance date or death. The vested value of such distribution includes any pre-tax contributions made to the participant's account during the Plan year and is determined subsequent to the inclusion of his allocable share of trust income or loss. Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Notes to Financial Statements (continued) 1. Description of the Plan (continued) Participant Notes Receivable Participants may borrow an amount that does not exceed the lesser of $50,000 or one-half the nonforfeitable value of their account balance. Loans must be repaid within five years and bear interest at the current prime rate. 2. Summary of Significant Accounting Policies Investment Valuation The Plan's investments are stated at fair value. The shares of the registered investment companies are valued at quoted market prices which represent the net asset values of the shares held by the Plan at year end. Shares of Textron Inc. common stock are valued at the last reported sale price on the last day of business of the Plan year. Participant loans are stated at cost, which approximates fair value. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Administrative Expenses Certain services are provided to the Plan by Elco without charge. 3. Termination Priorities Although it has not expressed any intent to do so, Elco has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions ofERISA. In the event of termination, participants become 100% vested in their accounts. Empoyees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Notes to Financial Statements (continued) 4. Investments The Plan's investments are held by a bank-administered trust fund. The fair values of investments that represent 5% or more of the Plan's net assets are as follows: December 31 1997 1996 Parkstone Prime Obligation Money Market Fund $ 710,422 $1,122,386 Parkstone High Income Equity Fund 1,761,879 1,106,381 Parkstone Small Capitalization Fund 1,879,144 1,454,312 Parkstone Balanced Fund 1,054,342 865,319 Textron Inc. common stock 705,625 397,452 During 1997 and 1996, Plan investments (including investments bought, sold, as well as held during the year) appreciated (depreciated) in value by $44,365 and $(86,489), as follows: 1997 1996 Investments at fair value, determined by quoted market price: Parkstone High Income Equity Fund $ 26,664 $(12,804) Parkstone Small Capitalization Fund (162,454) (57,176) Parkstone Balanced Fund 55,606 (51,554) Parkstone Mid Capitalization Fund (701) - Textron Inc. common stock 125,250 35,045 $ 44,365 $(86,489) 5. Related-Party Transactions During the year, the Plan had purchase and sale transactions with mutual funds administered by an affiliate of the Plan's trustee and the common stock of Textron Inc., parent company of Elco. Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Notes to Financial Statements (continued) 6. Income Tax Status The Internal Revenue Service ruled on April 6, 1995, that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is not subject to tax under present income tax law. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualification. The plan administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Plan's qualified status. Supplemental Schedules Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Employer Identification Number 36-1033080 Plan Number 012 Line 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1997 Number of Shares or Face Amount Cost Current Value Parkstone Prime Obligation Money Market Fund* 710,422 $ 710,422 $ 710,422 Mutual funds: Parkstone High Income 101,374 1,714,631 1,761,879 Equity Fund* Parkstone Mid 1,698 24,711 23,923 Capitalization Fund* Parkstone Small 72,108 2,000,356 1,879,144 Capitalization Fund* Parkstone Balanced Fund* 80,916 1,033,279 1,054,342 Textron Inc. common stock 11,290 549,003 705,625 Participant notes receivable, bearing interest at rates of 8% to 10% per annum, with - 80,955 various maturity dates* $6,032,402 $6,216,290 * Indicates a party-in-interest to the Plan. Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Employer Identification Number 36-1033080 Plan Number 012 Line 27d--Schedule of Reportable Transactions Year ended December 31, 1997 Current Value Identity of Description of Purchase Selling Cost of of Asset on Net Gain Party Involved Assets Price Price Asset Transaction Date (Loss) Category (i) - Individual security transactions in excess of 5 percent of plan assets First of America Investment Parkstone High Income $272,054 $ - $ 272,054 $ 272,054 $ - Corporation* Equity Fund Category (iii) - Series of security transactions in excess of 5 percent of plan assets First of America Parkstone Prime Obligation Investment Money Market Fund - 1,270,056 1,270,056 1,270,056 - Corporation* 858,092 - 858,092 858,092 - First of America Investment Parkstone High Income - 32,990 31,085 32,990 1,905 Corporation* Equity Fund 661,824 - 661,824 661,824 - First of America Investment Parkstone Small - 27,217 29,903 27,217 (2,686) Corporation* Capitalization Fund 614,502 - 614,502 614,502 -
Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. Employer Identification Number 36-1033080 Plan Number 012 Line 27d--Schedule of Reportable Transactions (continued) Current Value Identity of Description of Purchase Selling Cost of of Asset on Net Gain Party Involved Assets Price Price Asset Transaction (Loss) Date Category (iii) - Series of security transactions in excess of 5 percent of plan assets (continued) First of America Investment Parkstone Balanced Fund - 123,747 119,833 123,747 3,914 Corporation* 257,164 - 257,164 257,164 - Textron Inc.* Textron Inc. common stock - 21,904 18,245 21,904 3,659 204,828 - 204,828 204,828 - There were no Category (ii) or (iv) reportable transactions during the year ended December 31, 1997. * Indicates a party-in-interest to the Plan.
EX-23 2 Exhibit 23 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-07121) pertaining to the Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. of Textron Inc. of our report dated April 17, 1998, with respect to the financial statements and schedules of the Employees' Retirement Savings Plan for the Precision Stamping Division of Elco Textron Inc. included in this Annual Report (Form 11- K) for the year ended December 31, 1997. ERNST & YOUNG LLP Providence, Rhode Island June 23, 1998 -----END PRIVACY-ENHANCED MESSAGE-----